Unassociated Document


    EXHIBIT 4.2

     

    EXECUTION COPY
 

    
      	 
      


    

    


    RECEIVABLES
SALE AGREEMENT

     

    by and
among

     

    SNAP-ON
CREDIT LLC,

    as a Seller

     

    THE
ENTITIES FROM TIME TO TIME

    PARTY
HERETO AS SELLERS

     

    and

     

    SOC
SPV1, LLC

    as
Purchaser

    


    Dated as
of October 1, 2010

    
      	 
      


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          ARTICLE I

                                        	
                                          DEFINITIONS

                                        	 
      	
                                          1

                                        
	 
      	 
      	 
      	 
      
	
                                          SECTION
      1.01.

                                        	
                                          General

                                        	 
      	
                                          1

                                        
	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      II

                                        	
                                          TRANSFER
      OF CONTRACTS; ASSIGNMENT OF AGREEMENT

                                        	 
      	
                                          9

                                        
	 
      	 
      	 
      	 
      
	
                                          SECTION
      2.01.

                                        	
                                          Purchase,
      Purchase Price

                                        	 
      	
                                          9

                                        
	
                                          SECTION
      2.02.

                                        	
                                          Assignment
      of Agreement

                                        	 
      	
                                          10

                                        
	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      III

                                        	
                                          CONDITIONS
      PRECEDENT

                                        	 
      	
                                          10

                                        
	 
      	 
      	 
      	 
      
	
                                          SECTION
      3.01.

                                        	
                                          Conditions
      Precedent to the Effectiveness of the Agreement

                                        	 
      	
                                          10

                                        
	
                                          SECTION
      3.02.

                                        	
                                          Conditions
      Precedent to each Purchase: Documentation

                                        	 
      	
                                          11

                                        
	
                                          SECTION
      3.03.

                                        	
                                          Conditions
      Precedent to each Purchase: Other

                                        	 
      	
                                          12

                                        
	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      IV

                                        	
                                          REPRESENTATIONS
      AND WARRANTIES

                                        	 
      	
                                          12

                                        
	 
      	 
      	 
      	 
      
	
                                          SECTION
      4.01.

                                        	
                                          Representations
      and Warranties Regarding Seller

                                        	 
      	
                                          13

                                        
	
                                          SECTION
      4.02.

                                        	
                                          Representations
      and Warranties Regarding the Contracts in the Aggregate

                                        	 
      	
                                          16

                                        
	
                                          SECTION
      4.03.

                                        	
                                          Representations
      and Warranties Regarding the Contract Files

                                        	 
      	
                                          16

                                        
	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      V

                                        	
                                          PERFECTION
      OF TRANSFER AND PROTECTION OF SECURITY INTERESTS

                                        	 
      	
                                          17

                                        
	 
      	 
      	 
      	 
      
	
                                          SECTION
      5.01.

                                        	
                                          Custody
      of Contracts

                                        	 
      	
                                          17

                                        
	
                                          SECTION
      5.02.

                                        	
                                          Filing

                                        	 
      	
                                          17

                                        
	
                                          SECTION
      5.03.

                                        	
                                          Name
      Change or Relocation

                                        	 
      	
                                          17

                                        
	
                                          SECTION
      5.04.

                                        	
                                          Costs
      and Expenses

                                        	 
      	
                                          18

                                        
	
                                          SECTION
      5.05.

                                        	
                                          Sale
      Treatment

                                        	 
      	
                                          18

                                        
	
                                          SECTION
      5.06.

                                        	
                                          Separateness
      from the Purchaser

                                        	 
      	
                                          18

                                        
	
                                          SECTION
      5.07.

                                        	
                                          Negative
      Pledge

                                        	 
      	
                                          19

                                        
	
                                          SECTION
      5.08.

                                        	
                                          Credit
      and Collection Policy

                                        	 
      	
                                          19

                                        
	
                                          SECTION
      5.09.

                                        	
                                          Covenant
      of Sellers and the Purchaser Regarding Subordination; Transfer of
      Receivables

                                        	 
      	
                                          19

                                        
	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      VI

                                        	
                                          REPURCHASE
      OBLIGATION

                                        	 
      	
                                          20

                                        
	 
      	 
      	 
      	 
      
	
                                          SECTION
      6.01.

                                        	
                                          Repurchases
      of Contract

                                        	 
      	
                                          20

                                        
	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      VII

                                        	
                                          INDEMNITIES

                                        	 
      	
                                          21

                                        
	 
      	 
      	 
      	 
      
	
                                          SECTION
      7.01.

                                        	
                                          Indemnities
      by Sellers

                                        	 
      	
                                          21

                                        
	
                                          SECTION
      7.02.

                                        	
                                          Other
      Costs and Expenses

                                        	 
      	
                                          23

                                        
	
                                          SECTION
      7.03.

                                        	
                                          Liabilities
      to Obligors

                                        	 
      	
                                          23

                                        
	
                                          SECTION
      7.04.

                                        	
                                          Operation
      of Indemnities

                                        	 
      	
                                          24

                                        
	
                                          SECTION
      7.05.      

                                        	
                                          Survival
      of Indemnities, Representations and Warranties and
Remedies

                                        	 
      	
                                          24

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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                                                                                                          ARTICLE
      VIII

                                                                                                        	
                                                                                                          MISCELLANEOUS

                                                                                                        	 
      	
                                                                                                          24

                                                                                                        
	 
      	 
      	 
      	 
      
	
                                                                                                          SECTION
      8.01.

                                                                                                        	
                                                                                                          Merger
      or Consolidation

                                                                                                        	 
      	
                                                                                                          24

                                                                                                        
	
                                                                                                          SECTION
      8.02.

                                                                                                        	
                                                                                                          Termination

                                                                                                        	 
      	
                                                                                                          24

                                                                                                        
	
                                                                                                          SECTION
      8.03.

                                                                                                        	
                                                                                                          Assignment
      or Delegation by a Seller

                                                                                                        	 
      	
                                                                                                          24

                                                                                                        
	
                                                                                                          SECTION
      8.04.

                                                                                                        	
                                                                                                          Amendment

                                                                                                        	 
      	
                                                                                                          24

                                                                                                        
	
                                                                                                          SECTION
      8.05.

                                                                                                        	
                                                                                                          Notices

                                                                                                        	 
      	
                                                                                                          25

                                                                                                        
	
                                                                                                          SECTION
      8.06.

                                                                                                        	
                                                                                                          Merger
      and Integration

                                                                                                        	 
      	
                                                                                                          25

                                                                                                        
	
                                                                                                          SECTION
      8.07.

                                                                                                        	
                                                                                                          Headings

                                                                                                        	 
      	
                                                                                                          25

                                                                                                        
	
                                                                                                          SECTION
      8.08.

                                                                                                        	
                                                                                                          Governing
      Law

                                                                                                        	 
      	
                                                                                                          25

                                                                                                        
	
                                                                                                          SECTION
      8.09.        

                                                                                                        	
                                                                                                          No
      Bankruptcy Petition

                                                                                                        	 
      	
                                                                                                          25

                                                                                                        


                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      EXHIBITS

    

    


    
      	
              Exhibit
      A-1

            	
              Form
      of Notice of Sale and Assignment

            


    

    
      	
              Exhibit
      A-2

            	
              Electronic
      Signature for Notice of Sale and
Assignment

            


    

    
      	
              Exhibit
      B

            	
              [Reserved]

            


    

    
      	
              Exhibit
      C

            	
              Concentration
      Limits

            


    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    THIS RECEIVABLES SALE
AGREEMENT (as amended, restated, supplemented or otherwise modified from
time to time, this “Agreement”), dated as of
October 1, 2010 is made by and among Snap-on Credit LLC, a Delaware limited
liability company, as a seller (together with its successors and assigns, “Snap-on Credit”), each
Affiliate of Snap-on Credit who may, from time to time, with the prior written
consent of the Program Agent and each Administrative Agent (in their sole
discretion and subject to all applicable due diligence as may be required by
such persons at such time), become a party hereto as sellers (together with
Snap-on Credit, each a “Seller” and collectively, the
“Sellers”) and SOC
SPV1, LLC, a Delaware limited liability company, as purchaser hereunder
(together with its successors and assigns, the “Purchaser”).

    


    WHEREAS, in the ordinary
course of its business, each Seller originates and/or acquires from franchisees,
dealers or its affiliates certain contracts, receivables and related rights
generated in connection with extensions of credit to the related Obligor for the
financing of, among other things, certain items of Equipment;

     

    WHEREAS, each Seller, in order
to finance its business, wishes to sell certain Receivables and Related Security
to the Purchaser, from time to time, and the Purchaser is willing to purchase
such Receivables and Related Security from each Seller, on the terms and subject
to the conditions set forth herein;

     

    WHEREAS, each Seller and the
Purchaser intend this transaction to be a true sale or contribution, as the case
may be, of the Receivables and Related Security by each Seller to the Purchaser,
providing the Purchaser with the full benefits of ownership of the Receivables
and Related Security, and each Seller and the Purchaser do not intend the
transactions hereunder to be characterized as a loan from the Purchaser to such
Seller; and

     

    WHEREAS, each Seller and the
Purchaser acknowledge that the Purchaser may from time to time transfer, assign
and grant a security interest in undivided interests in such Receivables,
Related Security and other rights to the Program Agent for the benefit of the
Secured Parties under that certain Loan Agreement (as defined
below);

     

    NOW, THEREFORE, in
consideration of the premises and the mutual agreements hereinafter set forth,
each Seller and the Purchaser agree as follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    SECTION
1.01.            General.  Unless
otherwise defined in this Agreement, capitalized terms used herein (including in
the preamble above) shall have the meanings set forth below.  If a
capitalized term is used in this Agreement and not otherwise defined herein,
such term shall have the meaning assigned thereto in the Loan Agreement (as
defined below).  Unless otherwise defined herein or in the Loan
Agreement, all terms used in Article 9 of the UCC in any applicable state are
used herein as defined in such Article 9.

     

    “Closing Date” means the date
hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Concentration Criterion”
means each of the criteria identified in the column “Criteria” on Exhibit
C.

     

    “Concentration Limit” means in
respect of any Concentration Criterion, the percentage set forth opposite such
Concentration Criterion on Exhibit C and further
described in Section
4.01(o).

     

    “Contract” means, with respect
to any Receivable, any applicable sales contract or promissory note and security
agreements (including the security interests in the related Equipment (and any
accessions thereto) and any and all rights to receive payments associated
therewith).

     

    “Contract Asset”
means:

     

    (i)           the
Receivables and the Contracts under which the Receivables arise (including,
without limitation, all security interests and all rights to receive payments
which are collected pursuant thereto after the applicable Cutoff Date, including
any liquidation proceeds therefrom, but excluding any rights to receive payments
which were collected pursuant thereto on or prior to the applicable Cutoff
Date);

     

    (ii)          all
documents (in electronic form or otherwise) contained in the related Contract
Files;

     

    (iii)         all
rights of the applicable Seller in any collection or similar account into which
Collections may be deposited, in each case, to the extent they relate to the
Contracts;

     

    (iv)         all
other Related Security relating to such Receivable (including, but not limited
to, such Seller’s security or ownership interest, if any, in, or title to, any
related Equipment and, solely to the extent related to such Receivable, all of
such Seller’s right, title and interest in, to and under the Franchisee
Agreement (and any security interests or other rights granted or assigned
thereunder), including (without limitation), solely to the extent related to
such Receivable, all recourse against and/or right to payment or recovery from
the related Franchisee thereunder with respect thereto); and

     

    (v)          all
Collections and proceeds (as such term is defined in the UCC) and other products
of the foregoing items (i) – (iv).

     

    “Contract Rate” means, as to
any Contract, the annual rate of interest with respect to such
Contract.

     

    “Contract Schedule” means in
connection with any Notice of Sale and Assignment the accompanying schedule
submitted by the Sellers to the Purchaser identifying the Contracts thereby
being proposed for sale to the Purchaser on the Purchase Date specified in such
Notice of Sale and Assignment and incorporated herein by this reference, which
schedule identifies each Contract constituting part of the Contract Assets and
the related Obligor and Franchisee, as such Contract Schedule shall be deemed
supplemented as of each subsequent Purchase Date with the delivery of a Notice
of Sale and Assignment and accompanying Contract Schedule by the Sellers to the
Purchaser.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Conveyed Contract” means,
with respect to each Seller, each Contract (and the Related Security with
respect thereto) sold, transferred, assigned, set over and otherwise conveyed or
contributed or purported to be sold, transferred, assigned, set over and
otherwise conveyed or contributed by such Seller to the Purchaser on any
Purchase Date pursuant to the terms of this Agreement (other than any such
Contract repurchased by any Seller on any date pursuant to Section 6.01 for
the applicable Repurchase Price with respect thereto).

     

    “Conveyed Contract Asset”
means with respect to each Conveyed Contract all Contract Assets relating to
such Conveyed Contract.

     

    “Covered Contract” has the
meaning set forth in Section
5.08.

     

    “Cutoff Date” means the last
calendar day of the month then most recently ended, unless otherwise agreed upon
between the Program Agent and the Purchaser and specified in the applicable
Notice of Sale and Assignment.

     

    “Defaulted Contract” means, at
any time, a Contract as to which there has occurred one or more of the
following: (i) the Servicer has received proceeds from the sale of the related
Equipment in connection with a repossession, (ii) a determination has been made
by the Servicer in good faith that all recoverable amounts have been received,
(iii) any portion of the payments on the Outstanding Balance remain unpaid for
more than one hundred forty-nine (149) days as determined in accordance with the
Servicer’s customary practices pursuant to the Credit and Collection Policy or
(iv) a Charged-off Contract.

     

    “Deferral Period” means with
respect to any Receivable and the related Contract, a one time, up front
deferral period during which the initial payment on a Contract may be deferred
as contemplated by the Credit and Collection Policy, which period shall not
exceed ninety (90) days from the origination date of such Contract; it being
understood, that any such Contract shall only be subject to one Deferral Period
during the term of such Contract.  For the avoidance of doubt, a
Contract written with payments in arrears is not considered a
deferral.

     

    “Eligible Contract” means each
Contract owned by any of the Sellers, and with respect to which each of the
following is true (as determined with respect to each Contract, (x) in the case
of representations made by the related Seller hereunder or the Purchaser (as
Borrower) under the Loan Agreement at the time of its Purchase by the Purchaser
hereunder, and (y) solely in the case of representations or calculations made by
the Purchaser (as Borrower) or Servicer under the Loan Agreement in connection
with the Borrowing Base determination thereunder, (A) at the time such Contracts
are initially financed under the Loan Agreement, and (B) on any Take-Out Date
(whether or not such Contract is part of the related Take-Out
Securitization)):


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (a)           that
(i) was originated in the United States by a Seller or a Franchisee in the
ordinary course of business, and neither a Seller nor a Franchisee is aware of
any fraud or material misrepresentation on the part of the Franchisee or the
Obligor in regard to such origination, (ii) is evidenced by a fixed rate
simple interest sales contract or promissory note and security agreement
relating to a commercial purchase of Equipment which has been fully and properly
executed by the parties thereto, and has been originated or purchased from a
Franchisee by a Seller in connection with the sale of Equipment,
(iii) contains customary and enforceable provisions such that the rights
and remedies of the holder or assignee thereof shall be adequate for realization
against the collateral, (iv) either (A) is evidenced by only one original
executed Contract of each “tangible record” which constitutes or forms part of
such Contract which is tangible chattel paper or (B) is evidenced by a single
“authoritative copy” (as such terms are used in Section 9-102 and 9-105 of the
UCC) of each electronic record which constitutes or forms part of such Contract
which is electronic chattel paper, (v) as to which no electronic record
constituting or forming a part of a Contract that is chattel paper was in the
form of a tangible record prior to being treated as an electronic record and
(vi) the terms of which have not been waived, altered, deferred or modified in
any respect, except by instruments or documents included in the related Contract
File or any waiver of finance charges in connection with a prepayment in the
ordinary course of business and consistent with past practice;

     

    (b)           (x)
the Obligor of which (i) maintains an address in the United States, (ii) is not
an Affiliate of any of the parties hereto, (iii) is not the United States
government or an agency, authority, instrumentality or other political
subdivision thereof, and (iv) unless such Contract is in the Deferral Period,
has made at least one payment on the Contract and (y) to the extent originated
by a Franchisee, either (A) the related Franchisee is a party to the applicable
Franchisee Agreement which is in full force and effect and not subject to any
material defaults or disputes which could reasonably be expected to have a
Material Adverse Effect on the Collateral and such Franchisee continues to be
recognized as a currently active Franchisee of Snap-on Tools or its Affiliates
or is one of the Snap-on Originators or (B) another Franchisee meeting such
requirements, the Servicer or any of its Affiliates is undertaking sales and/or
services to and for such Obligor in a manner substantially consistent with the
originating franchisee;

     

    (c)           that
(i) has an Outstanding Balance of at least $300 and not more than $40,000, (ii)
is denominated and payable only in Dollars, (iii) has a Contract Rate of not
less than 0.00% per annum, (iv) has an original term of not more than the
greater of (A) sixty (60) months or (B) two hundred sixty (260) weeks, plus the
initial Deferral Period, if applicable, (v) provides that the Obligor shall make
weekly or monthly payments of principal and interest that (if timely made) fully
amortize the amount financed over the term of the Contract subject to any
applicable Deferral Period, and (vi) at the time of the related Obligor’s
approval for financing, the loan amount for such Contract does not exceed the
purchase price of the related Equipment plus the amount of any applicable UCC
filing fees, taxes, governmental fees and charges or any similar or related
amounts;

     

    (d)           that
is not a Contract (i) under which the Obligor or applicable Franchisee, is or
has been at any time since the date one year prior to the applicable Cutoff
Date, subject to any bankruptcy proceeding or (ii) which, consistent with the
Credit and Collection Policy, has been or should be written off as
uncollectible;


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (e)           that
is deemed “current” or “prepaid” in accordance with the Credit and Collection
Policy and is not a Contract as to which any payment or part thereof (i) is
currently past the due date thereof, and (ii) has at any time during the life of
such Contract been past the due date thereof;

     

    (f)           
as to which the related Seller does not retain any interest in any items of
Equipment securing the repayment of a Receivable hereunder as a result of the
Obligor agreeing to cross-collateralize all obligations owed by the related
Obligor to the related Seller under any master loan, lease, purchase or similar
agreement subject to compliance with Section
5.09;

     

    (g)           that
has not or will not have been knowingly selected on any basis which would have
any adverse effect on any Secured Party;

     

    (h)           that
constitutes “tangible chattel paper” or “electronic chattel paper” within the
meaning of Section 9-102 of the UCC of all applicable
jurisdictions;

     

    (i)           
under which the Obligors have been instructed to make payments to the applicable
accounts described on the Flow of Collections Chart, except to the extent of any
change therein to the extent notice has been provided in accordance with Sections 5.02(b) and
5.04(a)
thereof;

     

    (j)           
that is not assumable by another Person in a manner which would release the
Obligor thereof from such Obligor’s obligations with respect to such
Contract;

     

    (k)           under
which, (i) no default, breach, violation or event permitting acceleration
existed with respect thereto and no event had occurred which, with notice or the
expiration of any grace period, would constitute such a default, breach,
violation or event permitting acceleration thereunder and (ii) the related
Seller has not waived any default, breach, violation or event permitting
acceleration;

     

    (l)           as
to which (i) prior to the transfer of such Contract to the Purchaser, the
related Seller had good and marketable title, free and clear of any Adverse
Claim and was the sole owner, with full right to transfer such Contract to the
Purchaser, and (ii) immediately upon the purported transfer of such Contract by
the related Seller to the Purchaser in accordance with the terms hereof, the
Purchaser shall have good and marketable title free and clear of any Adverse
Claim to such Contract (other than the security interest granted by the
Purchaser in favor of the Program Agent, for the benefit of the Secured Parties,
pursuant to the Loan Agreement);

     

    (m)          that
created a valid, perfected first-priority security interest in new or used
Equipment (which has not been repossessed) in favor of the related Seller
thereunder, which (unless originally granted to such Seller) has been validly
assigned to such Seller and which, pursuant to this Agreement, has been validly
assigned to the Purchaser, such that the Purchaser has a continuing, valid,
enforceable, perfected first-priority security interest in the Equipment that is
not subject to any Adverse Claim;


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (n)           that
(i) does not require the Obligor under such Contract to consent to the transfer,
sale or assignment of the rights and duties of the related Seller thereunder or
the related Seller or any of its assignees under such Contract, (ii) does not
contain a confidentiality provision that could have the effect of restricting
the ability of the Purchaser or the Secured Parties to review such Contract,
(iii) was not originated in or subject to the laws of any jurisdiction whose
laws would make the sale, transfer or assignment of such Contract under this
Agreement or the pledge of such Contract under the Loan Agreement unlawful, void
or voidable and (iv) if applicable, to the extent originated by a Franchisee,
has been sold by such Franchisee to the related Seller in a true sale for
bankruptcy purposes free and clear of all Adverse Claims and such Seller has
either (A) filed financing statements against each Franchisee in such
Franchisee’s jurisdiction of organization, naming such Franchisee as debtor and
such Seller as the Secured Party and identifying, at a minimum, the related
Contracts, the Related Security and such Collections as collateral or (B) taken
all other necessary steps to perfect its purchase of such Contract from the
Franchisee under all applicable law, including that Seller has taken “control”
of any related electronic chattel paper as defined in 9-105 of the applicable
UCC;

     

    (o)           that
complies in all material respects with all requirements of applicable federal,
state, and local laws, and regulations thereunder including, without limitation,
to the extent applicable, usury laws, the Federal Truth-in-Lending Act, the Fair
Credit Reporting Act, the Fair Debt Collection Practices Act,  the
Equal Credit Opportunity Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations M, B
and Z and other credit laws and equal credit opportunity and disclosure laws and
no party to such Contract is in violation of any such law, rule or regulation as
it relates to the Contracts in any material respect, in each case, with respect
to the foregoing, if such violation would impair the collectibility of such
Contract;

     

    (p)           that
(i) is in full force and effect and constitutes the legal, valid and binding
obligation of the related Obligor to pay the Outstanding Balance created
thereunder and any accrued interest thereon, enforceable against such Obligor in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws
affecting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law), (ii) has not been satisfied or subordinated in whole or in part or
rescinded and (iii) all parties to which had full legal capacity to execute and
deliver such Contract and all other documents related thereto and to grant the
security interest purported to be granted thereby;

     

    (q)           as
to which the security interest in the related Equipment is prior to all other
Liens upon and security interests in such Equipment, other than Permitted Liens,
which now exist or may hereafter arise or be created and such security interest
has been assigned by the related Seller to the Purchaser and by the Purchaser to
the Program Agent, for the benefit of the Secured Parties;


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (r)           that
is not subject to any right of rescission, setoff, counterclaim or other defense
(including defenses arising out of violations of usury laws) and for which the
operation of any of its terms or the exercise of any right thereunder will not
render such Contract unenforceable in whole or in part, nor subject to any right
of rescission, setoff, counterclaim or other defense (including defenses arising
out of violations of usury laws);

     

    (s)           that
satisfies in all material respects all applicable requirements of the Credit and
Collection Policy;

     

    (t)           as
to which the applicable Seller or applicable Franchisee has satisfied and fully
performed all obligations on its part with respect to such Contract required to
be fulfilled by it, and no further action is required to be performed by such
Seller in order to make the related Obligor’s payment obligation thereunder
unconditionally due and payable;

     

    (u)           that
is not a Defaulted Contract or a Delinquent Contract;

     

    (v)           (i) that
as of the time of such sale pursuant to this Agreement, the related Seller or
any of its respective Affiliates will not be in the process of terminating such
Contract or repossessing the Equipment subject thereto or making any plans for
any such termination or repossession and (ii) that is not reflected on such
Seller’s computer records as having been referred to counsel for
collection;

     

    (w)           as
to which each Seller will cause its records to be marked to reflect the transfer
of the related Contracts to the Purchaser hereunder and the Purchaser will cause
its records to be marked to reflect the pledges of such Contracts under the Loan
Agreement;

     

    (x)           as
to which the Obligor is in possession of the Equipment subject to the related
Contract and is not subleasing such Equipment to any other Person;
and

     

    (y)           all
intercompany accounts or payables created between Snap-on Tools or any of its
Affiliates who maintains the settlement statement of the related Franchisee
settlement statement or any applicable intercompany arrangement of a Snap-on
Originator on the one hand, and any Seller or the Purchaser, on the other hand,
which have been or may be generated with respect to any such Contract as a
result of credits or debits to the related Franchisee settlement statement (in
connection with the recourse to such Franchisee under the Franchisee Agreement
or related document) or any applicable intercompany arrangement of a Snap-on
Originator, are conducted on an arms-length basis and evidenced by documents
reasonably satisfactory to the Lenders.

     

    “Indemnified Amount” has the
meaning set forth in Section
7.01(a).

     

    “Indemnified Party” has the
meaning set forth in Section
7.01(a).

     

    “Loan Agreement” means the
Loan and Servicing Agreement dated as of October 1, 2010, by and among Snap-on
Credit, as servicer, the Purchaser, as borrower, the commercial paper conduits
from time to time party thereto as conduit lenders, the financial institutions
from time to time party thereto as committed lenders, the financial institutions
from time to time party thereto as administrative agents and JPMorgan Chase
Bank, N.A., as program agent, as such agreement may be amended, restated,
supplemented or otherwise modified from time to time.


    
      
         


      

      
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    “Notice of Sale and
Assignment” means a written notice of a sale substantially in the form of
Exhibit A-1
attached hereto.

     

    “Program A” has the meaning
set forth on Exhibit
C attached hereto.

     

    “Program B” has the meaning
set forth on Exhibit
C attached hereto.

     

    “Program C” has the meaning
set forth on Exhibit
C attached hereto.

     

    “Program D” has the meaning
set forth on Exhibit
C attached hereto.

     

    “Program E” has the meaning
set forth on Exhibit
C attached hereto.

     

    “Program F” has the meaning
set forth on Exhibit
C attached hereto.

     

    “Purchase” has the meaning set
forth in Section
2.01(a).

     

    “Purchase Date” means any date
on which any Contract Asset is acquired by the Purchaser pursuant to the terms
of this Agreement.

     

    “Purchase Price” has the
meaning set forth in Section
2.01(c).

     

    “Purchaser” has the meaning
set forth in the preamble to this Agreement.

     

    “Recharacterization” has the
meaning set forth in Section
2.01(d).

     

    “Receivable” means, any
indebtedness owed by an Obligor to a Seller, the Purchaser or a Franchisee under
a Contract, in respect of any scheduled payment of interest, principal or
otherwise under a Contract, or any right to reimbursement for funds paid or
advanced by the applicable Seller or any Franchisee under such Contract, whether
constituting an account, tangible chattel paper, electronic chattel paper,
payment intangible, instrument or general intangible (whether or not earned by
performance), together with all supplemental or additional payments required by
the terms of such Contract with respect to insurance, maintenance, ancillary
products and services and any other specific charges (including, without
limitation, the obligation to pay any finance charges, fees and other charges
with respect thereto).

     

    “Repurchase Price” means, with
respect to any Contract (and the related Contract Assets), the sum of (i) the
Outstanding Balance of such Contract plus (ii) any accrued
and unpaid interest and fees related thereto.

     

    “Seller” has the meaning set
forth in the preamble to this Agreement.

     

     “Snap-on Credit” has the
meaning set forth in the preamble to this Agreement.


    
      
         


      

      
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    “Snap-on Industrial” means
IDSC Holdings LLC, a Wisconsin limited liability company, together with its
successors and assigns.

     

    “Snap-on Originator” means any
and all Affiliates and Subsidiaries of SOI who acquires or sells Contracts to
Snap-on Credit, including, but not limited to, Snap-on Tools and Snap-on
Industrial subject, in each case, to all applicable eligibility requirements and
concentration limits set forth herein.

     

    “Snap-on Tools” means Snap-on
Tools Company, LLC, a Delaware limited liability company, together with its
successors and assigns.

     

    “UCC” means the Uniform
Commercial Code as from time to time in effect in the applicable
jurisdiction.

     

    ARTICLE
II

     

    TRANSFER
OF CONTRACTS; ASSIGNMENT OF AGREEMENT

     

    SECTION
2.01.             Purchase, Purchase
Price.

     

    (a)           From
time to time on and after the Closing Date each applicable Seller agrees to
sell, transfer, assign, set over and otherwise convey to the Purchaser, and the
Purchaser agrees to purchase and accept from each such Seller, without recourse
(except to the extent expressly provided herein), on a Purchase Date, such
Contracts and Contract Assets as may be designated to be transferred by such
Seller, in such Seller’s sole discretion, to the Purchaser on such date (each
such sale, transfer and assignment, a “Purchase”).

     

    (b)           On
each Purchase Date, the Sellers shall deliver a Notice of Sale and Assignment to
the Purchaser identifying the Contracts to be sold and/or contributed by the
applicable Sellers to the Purchaser and the Purchase Price of such Contracts and
their related Contract Assets to be transferred on such Purchase Date; provided, that any
such Notice of Sale and Assignment may be delivered as an attachment to an
electronic correspondence.  Each Notice of Sale and Assignment shall
be accompanied by an executed Notice of Sale and Assignment and a Contract
Schedule setting forth a list of the Contracts being transferred by such Seller
to the Purchaser on such Purchase Date and containing the requisite details in
respect of each such Contract as provided in Section
3.02(a).  Each applicable Seller shall provide the Purchaser
such additional information relating to such Contracts as the Purchaser may
reasonably request, including, without limitation any information as may be
required to demonstrate that such Contracts are Eligible
Contracts.  From and after such Purchase Date, the Contracts
identified on the Contract Schedule attached to such Notice of Sale and
Assignment together with their related Contract Assets shall be deemed to be
Conveyed Contract Assets hereunder.


    
      
         


      

      
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    (c)           The
“Purchase Price” for
the Contracts and the other Contract Assets that are conveyed to the Purchaser
under this Agreement on any Purchase Date shall be an amount equal to 100% of
the Outstanding Balance of the Contracts being sold on such Purchase Date, as
adjusted at or prior to such Purchase Date to reflect such factors, if any, as
the applicable Seller and the Purchaser mutually agree and represent will result
in a Purchase Price determined to be the fair market value of such Conveyed
Contracts and other Conveyed Contract Assets.  The Purchase Price
shall be paid by the Purchaser to such Seller on the related Purchase Date in
cash or, with the consent of such Seller (i) by a contribution to the capital of
the Purchaser or (ii) any combination of cash and such a capital
contribution.

     

    (d)           Although
each Seller and the Purchaser agree that any such transfer is intended to be a
sale of ownership in the Conveyed Contract Assets, or a contribution of capital,
rather than the mere granting of a security interest to secure a borrowing, in
the event such transfer is deemed to be of a mere security interest to secure
indebtedness (a “Recharacterization”), each
Seller shall be deemed to have granted, and each Seller hereby grants, to the
Purchaser a perfected first priority security interest in such Seller’s right,
title and interest in and to such Conveyed Contract Assets and this Agreement
shall constitute a security agreement under applicable law.  In the
case of any Recharacterization, each of the Sellers and the Purchaser represents
and warrants as to itself that each remittance of Collections in respect of the
Conveyed Contracts to the Purchaser will have been (i) in payment of a debt
incurred by such Seller in the ordinary course of business or financial affairs
of such Seller and the Purchaser and (ii) made in the ordinary course of
business or financial affairs of such Seller and the Purchaser.

     

    SECTION
2.02.            Assignment of
Agreement.  Each Seller acknowledges that, pursuant to the Loan
Agreement, the Purchaser will grant to the Program Agent, for the benefit of the
Secured Parties, a security interest in all of its right, title and interest in
and to the Conveyed Contract Assets and its right to exercise any and all of its
remedies hereunder, including without limitation, its remedies under Section 6.01
hereof.  Each Seller consents to such grant.  Each Seller
acknowledges and agrees that the Secured Parties may enforce directly, without
joinder of the Purchaser, the obligations of such Seller set forth herein, all
in accordance with and subject to the conditions set forth in the Loan
Agreement.  Without limiting the generality of the foregoing, the
Purchaser hereby authorizes the Program Agent to make demand and each Seller to
honor any such demand, and each Seller hereby agrees to honor any such demand
made by the Program Agent, at any time for payment on any claim of the Purchaser
under Article
VI or VII
hereof.

     

    ARTICLE
III

     

    CONDITIONS
PRECEDENT

     

    SECTION
3.01.             Conditions Precedent to the
Effectiveness of the Agreement.  On or before the Closing
Date:

     

    (a)           Snap-on
Credit shall deliver or cause to be delivered with respect to itself to the
Purchaser and the Program Agent each of the following:

     

    (i)           A
certificate of an officer of Snap-on Credit, Snap-on Tools and Snap-on
Industrial in form and substance reasonably satisfactory to the
Purchaser;


    
      
         


      

      
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    (ii)          Opinions
of counsel in form and substance reasonably satisfactory to the Purchaser as to
(A) certain corporate, enforceability and security interest matters with respect
to Snap-on Credit, (B) certain bankruptcy matters and security interest matters
and (C) due authorization of the sale of Contracts by Snap-on Tools to Snap-on
Credit, as may be requested by the Purchaser;

     

    (iii)         Copies
of resolutions of the Members or Managers, as applicable, of Snap-on Credit and
Snap-on Industrial approving the execution, delivery and performance of this
Agreement and/or the transactions contemplated hereunder, certified in each case
by its respective Secretary or an Assistant Secretary;

     

    (iv)         Officially
certified recent evidence of due formation and good standing of Snap-on Credit,
Snap-on Tools and Snap-on Industrial under the laws of its respective state of
organization; and

     

    (v)          (A)
Evidence of proper filing with the appropriate office in either Delaware, with
respect to Snap-on Credit, Snap-on Tools and the Purchaser, Wisconsin, with
respect to Snap-on Industrial, of (i) a UCC-1 financing statement naming the
related Seller as debtor, the Purchaser as assignor secured party, the Program
Agent as assignee secured party and identifying the Conveyed Contract Assets as
collateral and (ii) a UCC-1 financing statement naming the Purchaser as debtor,
the Program Agent as secured party, and listing the Conveyed Contract Assets as
collateral and (B) evidence that all necessary steps to perfect its purchase of
such Contract from the Franchisee under all applicable law.

     

    (b)           Each
of the conditions precedent to the effectiveness of the Loan Agreement shall
have been satisfied or waived.

     

    SECTION
3.02.            Conditions Precedent to each
Purchase: Documentation.  The Purchaser’s obligation to pay for
any Contract Assets on any Purchase Date shall be subject to the condition
precedent that on or prior to such Purchase Date it shall have received each of
(or satisfactory confirmation of) the following:

     

    (a)           a
Notice of Sale and Assignment dated as of such Purchase Date together with the
related Contract Schedule identifying the Contract Assets to be transferred on
such Purchase Date and executed by each Seller; provided, however, that such
execution may be by an electronic signature so long as the related agreement is
in the form of the Notice of Sale and Assignment attached as Exhibit A-1 hereto
(with all applicable legends) and the electronic signature set forth in Exhibit A-2 is
included in the body of the electronic transmission communicating such Notice of
Sale and Assignment and so long as such Notice of Sale and Assignment is in
compliance with all applicable laws regarding electronically signed and executed
documents.  By delivering any electronically signed Notice of Sale and
Assignment, the applicable Seller shall and does hereby represent and warrant
that such Notice of Sale and Assignment (i) complies with and is enforceable
under all applicable laws (including, without limitation, all laws relating to
the enforceability of electronically signed and authenticated documents and
agreements) except as such enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights
generally and by the availability of equitable remedies, (ii) shall be deemed to
be and constitute a part of and supplement to this Agreement and (iii) is the
legal, valid and binding obligation of the related Seller under all applicable
law.


    
      
         


      

      
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    (b)           the
Records related to the Contract Assets that are the subject of such Purchase
have been delivered to the Servicer for the benefit of the Purchaser and the
Secured Parties; and

     

    (c)           such
other information relating to such Contract Assets as the Purchaser or any
Secured Party may have reasonably requested.

     

    SECTION
3.03.            Conditions Precedent to each
Purchase: Other.  The Purchaser’s obligation to pay for any
Contract Assets on any Purchase Date shall be subject to the further conditions
precedent that (a) the Termination Date shall not have occurred, (b) no Event of
Termination shall have occurred and be continuing, (c) each Contract to be
transferred on such Purchase Date constitutes an Eligible Contract at such time,
(d) each of the representations and warranties set forth in Article IV is true
and correct in all material respects on such Purchase Date (except for those
representations and warranties which are specifically made only as of a specific
date, which such representations and warranties shall be correct on and as of
the date made), and (e) each Seller is in compliance in all material respects
with the covenants set forth in Article
V.  The acceptance by the related Seller of the Purchase Price
in connection with any Purchase shall be deemed to be a representation and
warranty by such Seller that immediately prior to and upon giving effect to such
Purchase each of the foregoing conditions precedent shall have been
satisfied.

     

    It is
expressly understood that each Purchase shall, unless otherwise directed by the
Program Agent on behalf of the Secured Parties, occur automatically on each
Purchase Date without the requirement that any further action be taken on the
part of any Person and notwithstanding the failure of any Seller to satisfy any
of the foregoing conditions precedent in respect of such
Purchase.  The failure of any Seller to satisfy any of the foregoing
conditions precedent in respect of any Purchase shall give rise to a right of
the Purchaser, which right may be exercised at any time on the demand of the
Program Agent, to rescind the related Purchase in respect of any affected
Contract or Contract Assets and direct the related Seller to pay to the
Purchaser, for the benefit of the Program Agent and the Secured Parties, an
amount equal to the Repurchase Price of such Contracts and Contract Assets
pursuant to the terms set forth in Article
VI.

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES

     

    Each
Seller makes the following representations and warranties with respect to
itself, on which the Purchaser will rely in purchasing the Contract Assets and
in concurrently pledging the same to the Lenders, and on which the Lenders will
rely under the Loan Agreement.  The representation and warranties
shall survive the pledge of the Conveyed Contracts to the Secured
Parties.


    
      
         


      

      
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    SECTION
4.01.            Representations and Warranties
Regarding Seller.  Each Seller and, solely with respect to
clause (s)
below, the Purchaser represents and warrants with respect to itself, as of the
execution and delivery of this Agreement and as of each Purchase Date
that:

     

    (a)           Organization and Good
Standing.  Such Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has the corporate or limited liability
company power to own its assets and to transact the business in which it is
currently engaged.  Such Seller is duly qualified to do business as a
foreign entity and is in good standing in each jurisdiction in which the
character of the business transacted by it or properties owned or leased by it
requires such qualification and in which the failure so to qualify would have a
material adverse effect on the business, properties, assets, or financial
condition of such Seller or the Purchaser.  Such Seller is properly
licensed in each jurisdiction to the extent required by the laws of such
jurisdiction to own, sell and transfer the Conveyed Contracts in accordance with
the terms of this Agreement, except where the failure to be so licensed would
not have a material adverse effect on the business, properties, assets or
financial condition of the such Seller.

     

    (b)           Authorization; Binding
Obligation.  Such Seller has the power and authority to make,
execute, deliver and perform this Agreement and all of the transactions
contemplated hereunder, and has taken all necessary corporate action to
authorize the execution, delivery and performance of this
Agreement.  This Agreement constitutes the legal, valid and binding
obligation of such Seller enforceable in accordance with its terms, except as
enforcement of such terms may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally and by the
availability of equitable remedies.

     

    (c)           No Consent
Required.  Such Seller is not required to obtain the consent of
any other party or any consent, license, approval or authorization from, or
registration or declaration with, any governmental authority, bureau or agency
in connection with the transfer of the Contract Assets hereunder, or the
execution, delivery, performance, validity or enforceability of this Agreement,
except for (i) such consents, licenses, approvals or authorizations as have
already been obtained and (ii) those consents, licenses, approvals or
authorizations which the failure to obtain would not have a material adverse
effect on the business, properties, assets or financial condition of such
Seller.

     

    (d)           No Violations.  The
execution, delivery and performance by such Seller of this Agreement, and the
consummation of the transactions contemplated hereby, will not violate any
provision of any existing law or regulation or any order or decree of any court
or of any Federal or state regulatory body or administrative agency having
jurisdiction over such Seller or any of its properties or the organizational
documents of such Seller, or constitute a breach of any mortgage, indenture,
material contract or other material agreement to which such Seller is a party or
by which such Seller or any of such Seller’s properties may be bound, or result
in the creation or imposition of any security interest, lien, charge, pledge,
preference, equity or encumbrance of any kind upon any of its properties
pursuant to the terms of any such mortgage, indenture, contract or other
agreement, other than as contemplated by the Facility
Documents.


    
      
         


      

      
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    (e)           Litigation.  No
litigation or administrative proceeding of or before any court, tribunal or
governmental body is currently pending, or to the knowledge of such Seller
threatened in writing, against such Seller or any of its properties (i) with
respect to this Agreement, or (ii) which could reasonably be likely to have a
material adverse effect on the business, properties, assets or financial
condition of such Seller or the transactions contemplated by this
Agreement.

     

    (f)           State of Incorporation; Name; No
Changes.  Snap-on Credit’s state of organization is the State
of Delaware.  Snap-on Credit’s exact legal name is as set forth in the
first paragraph of this Agreement and with respect to any other Seller, as so
identified to the Purchaser in writing.  Since the date that is one
year prior to the date of this Agreement, such Seller has not changed its name
whether by amendment of its organizational documents, by reorganization or
otherwise, and has not changed its state of formation.

     

    (g)           Solvency.  Such
Seller, after giving effect to the conveyances made by it hereunder, is
Solvent.

     

    (h)           Accuracy of
Information.  All written information (other than projected
financial information) heretofore furnished by such Seller to the Purchaser (or
its assigns) for purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all such written information regarding
any Contract Assets which relates to (i) actions or omissions of such Seller on
or prior to such Purchase Date in respect of such Contract Assets or (ii) the
characteristics or other facts or circumstances in respect of such Contract
Assets as of any date on or prior to the such Purchase Date, hereafter furnished
by such Seller to the Purchaser (or its assigns) in connection with this
Agreement will be true and accurate in all material respects on the date such
information is stated or certified and does not and will not contain any
material misstatement of fact or omit to state a material fact or any fact
necessary to make the statements contained therein not materially misleading as
of the date such information is stated or certified; provided, that, with
respect to projected financial information, such Seller represents only that
such information was prepared in good faith upon assumptions believed to be
reasonable at the time (it being understood that the actual results may vary
from the projected financial information).

     

    (i)           
Compliance with
Law.  Such Seller has complied in all respects with all
applicable laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject, except where the failure to so
comply could not reasonably be expected to have a material adverse effect on the
business, properties, assets or financial condition of such Seller.

     

    (j)           
Payments to the
Sellers.  With respect to each Purchase hereunder, the Purchase
Price received by any Seller in respect thereof constitutes reasonably
equivalent value in consideration therefor and such transfer of the related
Conveyed Contract Assets was not made for or on account of an antecedent
debt.  No transfer by any Seller of any Contract Assets hereunder is
or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11
U.S.C. §§ 101 et
seq.), as amended.


    
      
         


      

      
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    (k)           Investment Company
Act.  Such Seller is not an “investment company” within the
meaning of the Investment Company Act of 1940, as amended, or any successor
statute.

     

    (l)           
Eligible
Contract.  Each Contract identified on the Contract Schedule
constitutes an Eligible Contract as of its respective Purchase
Date.

     

    (m)          Contract
Schedule.  The information set forth on the Contract Schedule
is true, complete and correct in all material respects as of, in the case of
each Contract identified therein, the date delivered.

     

    (n)          
Change in Payment Instructions
to Obligors.  Except as may be required by the Program Agent
pursuant to Section
6.06 of the Loan Agreement, since the date of this Agreement no Seller
has made any change in the payment instructions to Obligors or payment mechanics
with respect to Collections on Pledged Contracts as set forth in the Flow of
Collections Chart.

     

    (o)           Concentration
Limits.  As of any Purchase Date, the Overconcentration Amount
shall be zero.

     

    (p)           Compliance with the Contracts and
the Credit and Collection Policy.  Such Seller has
(i) fully performed and complied in all material respects with all provisions,
covenants and other promises required to be observed by it under the Conveyed
Contracts transferred hereunder and (ii) complied, at all times prior to the
Purchase Date thereof, in all material respects with the Credit and Collection
Policy and the Credit and Collection Policy (as defined in the Loan Agreement)
with regard to each such Contract.

     

    (q)           Insurance
Payments.  Such Seller is not obligated to, and does not, pay
any premiums or any other amounts in connection with any insurance policy,
surety bond or other credit source relating to the Conveyed Contract
Assets.  Such Seller is not obligated to, and does not, pay any
amounts in connection with any swap, hedge or other derivative agreement on
behalf of the Purchaser or any holder of an interest relating to the Conveyed
Contract Assets.

     

    (r)           Seller’s
Intent.  Such Seller has not entered into any transaction
hereunder for the purpose or with the intent of absorbing losses that would
otherwise be borne by the Purchaser or any other party to the Facility
Documents.

     

    (s)           Ordinary
Course.  If, notwithstanding the intention of each Seller and
the Purchaser that each Purchase be treated as a sale pursuant to Section 2.01(d), such
Purchase is characterized as a secured loan, then each remittance of Collections
by or on behalf of such Seller to the Purchaser under this Agreement will have
been (i) in payment of a debt incurred by such Seller in the ordinary course of
business or financial affairs of such Seller and the Purchaser and (ii) made in
the ordinary course of business or financial affairs of such Seller and the
Purchaser.


    
      
         


      

      
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    SECTION
4.02.            Representations and Warranties
Regarding the Contracts in the Aggregate.  Each Seller
represents and warrants with respect to itself, as of the execution and delivery
of this Agreement and as of each Purchase Date that:

     

    (a)           Notice of Sale and
Assignment.  The information set forth in each Notice of Sale
and Assignment is true and accurate as of the related Purchase
Date.

     

    (b)           Marking
Records.  Such Seller has caused the Computer File relating to
the Conveyed Contracts sold hereunder and concurrently pledged by the Purchaser
to the Secured Parties to be clearly and unambiguously marked to indicate that
such Conveyed Contracts constitute part of the Conveyed Contract Assets, are
owned by the Purchaser and constitute security for the Loans.  Such
Seller shall at all times maintain (i) control of all electronic records
constituting or forming a part of a Conveyed Contract that is electronic chattel
paper and (ii) possession of all tangible records constituting or forming a part
of a Conveyed Contract that is tangible chattel paper.

     

    (c)           True Sale.  The
transactions contemplated by this Agreement constitute an absolute sale, capital
contribution, transfer and assignment from such Seller to the Purchaser of all
of such Seller’s right, title and interest in the Conveyed Contract Assets as
of, in the case of any such Conveyed Contract Assets, its related Purchase
Date.

     

    (d)           All Filings
Made.  (i) All filings (including, without limitation, UCC
filings) required to be made against the related Seller and actions required to
be taken or performed in any jurisdiction to give the Purchaser a first priority
perfected lien on, or ownership interest in, the Conveyed Contracts and the
proceeds thereof and in the other Conveyed Contract Assets have been made, taken
or performed; (ii) other than the filings permitted under clause (i) above, no
other consensual filings of financing statements have been made against such
Seller; and (iii) to such Seller’s knowledge, no non-consensual filings of
financing statements have been filed which describe any interest in the Conveyed
Contracts or any Conveyed Contract Assets.

     

    SECTION
4.03.            Representations and Warranties
Regarding the Contract Files.  Each Seller represents and
warrants with respect to itself, as of the execution and delivery of this
Agreement and as of each Purchase Date:

     

    (a)           Possession.  There
is no more than one original of each tangible record or authoritative copy of
each electronic record constituting or forming a part of the Conveyed Contract
Files, and to the extent that more than one original copy has been, or a
tangible record has been, maintained, and where permitted by law, the related
Seller (or its custodian) has in its possession all such original copies that
constitute or evidence the Conveyed Contract.  Immediately prior to
the related Purchase Date, the Servicer either (i) with respect to tangible
chattel paper, will hold each original Conveyed Contract and the related
complete Contract File transferred hereunder or (ii) with respect to electronic
chattel paper, will “control” (as defined in Section 9-105 of the UCC) each
original Conveyed Contract and the related complete Contract File transferred
hereunder.  The related Seller is identified as the “owner of record”
on all electronic chattel paper, and such Seller has “control,” as defined in
Section 9-105 of the UCC, of all electronic chattel paper.  As of such
Purchase Date, each of the documents which is required to be signed by the
Obligor has been signed by the Obligor in the appropriate spaces, all blanks on
any form have been properly filled in and each form has otherwise been correctly
prepared in all material respects.  The complete Contract File for
each Conveyed Contract listed on the Contract Schedule delivered on such
Purchase Date is in the possession or control of the Servicer.


    
      
         


      

      
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    (b)           Bulk Transfer
Laws.  The transfer, assignment and conveyance of the Conveyed
Contracts and the related Contract Files by any Seller pursuant to this
Agreement is not subject to the bulk transfer or any similar statutory
provisions in effect in any applicable jurisdiction.

     

    ARTICLE
V

     

    PERFECTION
OF TRANSFER AND PROTECTION OF SECURITY INTERESTS

     

    SECTION
5.01.            Custody of
Contracts.  The contents of each Contract File relating to the
Conveyed Contract Assets conveyed hereunder either (i) with respect to tangible
chattel paper, shall be held by the Servicer or (ii) with respect to electronic
chattel paper, shall be under the “control” (as defined in Section 9-105 of the
UCC) of the Servicer, for the benefit of the Purchaser as the owner thereof in
accordance with this Agreement.  

     

    SECTION
5.02.            Filing.  Each
Seller has caused the UCC financing statement(s) referred to in each of clause (n)(iv)(A) of
the definition of “Eligible Contract” and Section 3.01(a)(v)
hereof to be filed and from time to time each Seller shall take and cause to be
taken such actions and execute such documents as are necessary or desirable or
as the Purchaser may reasonably request to perfect and protect the Purchaser’s
ownership interest in the Conveyed Contract Assets against all other Persons,
including, without limitation, the filing of financing statements, amendments
thereto and continuation statements, the prompt termination of any
non-consensual financing statements that describe any interest in the Conveyed
Contracts or any Conveyed Contract Assets, the execution of transfer instruments
and the making of notations on or taking possession of all records or documents
of title constituting the related Conveyed Contract Assets.  Each
Seller authorizes the Purchaser to file financing statements describing the
Conveyed Contract Assets as collateral.  All financing statements
filed or to be filed against the related Seller in favor of the Purchaser in
connection herewith describing the Conveyed Contract Assets as collateral shall
contain a statement to the following effect: “A purchase of or security interest
in any collateral described in this financing statement, except as permitted in
the Receivables Sale Agreement, or the Loan and Servicing Agreement will violate
the rights of the Secured Party.”

     

    SECTION
5.03.            Name Change or
Relocation.  (a) During the term of this Agreement, no Seller
shall change its name, identity or structure or state of organization without
first giving at least 30 days’ prior written notice to the Purchaser and the
Program Agent.


    
      
         


      

      
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    (b)           If
any change in a Seller’s name, identity or structure or other action would make
any financing or continuation statement or notice of ownership interest or lien
filed under this Agreement seriously misleading within the meaning of applicable
provisions of the UCC or any title statute, such Seller, no later than five days
after the effective date of such change, shall file such amendments as may be
required to preserve and protect the Purchaser’s interests in the Conveyed
Contract Assets and proceeds thereof.  In addition, no Seller shall
change its state of organization unless it has first taken such action as is
advisable or necessary to preserve and protect the Purchaser’s interest in such
Conveyed Contract Assets.  Promptly after taking any of the foregoing
actions, the related Seller shall deliver to the Purchaser and the Program Agent
an opinion of counsel stating that, in the opinion of such counsel, all
financing statements or amendments necessary to preserve and protect the
interests of the Purchaser in such of the Conveyed Contract Assets as may be
perfected by filing a financing statement under the applicable UCC have been
filed, and reciting the details of such filing.

     

    SECTION
5.04.            Costs and
Expenses.  Each Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection and the maintenance of
perfection, as against all third parties, of the Purchaser’s right, title and
interest in and to the Conveyed Contract Assets (including, without limitation,
the security interest in the Equipment related thereto).

     

    SECTION
5.05.            Sale
Treatment.  Each Seller and the Purchaser shall treat each
transfer of Conveyed Contract Assets to the Purchaser as a sale or capital
contribution for all purposes, although each Seller and the Purchaser
acknowledge that the consolidated financial statements of such Seller and the
Purchaser shall be prepared in accordance with generally accepted accounting
principles and, as a result of the consolidation required by generally accepted
accounting principles, the transfers will be reflected as a financing by such
Seller in its consolidated financial statements; provided, however, that (i)
appropriate notations shall be made in any such consolidated financial
statements (or in the accompanying notes) to indicate that the Purchaser is a
separate legal entity from such Seller and to indicate that the Purchaser’s
assets and credit are not available to satisfy the debts and other obligations
of such Seller, (ii) such assets shall also be listed separately on any balance
sheet of the Purchaser prepared on a stand alone basis, and (iii) following the
occurrence of any Insolvency Event in respect of such Seller, the Conveyed
Contracts and Conveyed Contract Assets conveyed or purportedly conveyed to the
Purchaser hereunder would not constitute part of such Seller’s estate in
bankruptcy.

     

    SECTION
5.06.            Separateness from the
Purchaser.  Each Seller acknowledges that the Secured Parties
are entering into the transactions contemplated by the Loan
Agreement  and the other Facility Documents in reliance upon the
Purchaser’s identity as a legal entity that is separate from such Seller and any
Affiliates thereof.  Therefore, from and after the date of execution
and delivery of this Agreement, each Seller will take all reasonable steps
including, without limitation, all steps that the Purchaser or any assignee of
the Purchaser may from time to time reasonably request to maintain the
Purchaser’s identity as a separate legal entity and to make it manifest to third
parties that the Purchaser is an entity with assets and liabilities distinct
from those of each Seller and any Affiliates thereof and not just a division of
such Seller.  Without limiting the generality of the foregoing and in
addition to the other covenants set forth herein, each Seller (i) will not hold
itself out to third parties as liable for the debts of the Purchaser nor purport
to own the Conveyed Contract Assets and other assets acquired by the Purchaser,
(ii) will take all other actions necessary on its part to ensure that the
Purchaser is at all times in compliance with the covenants set forth in Section 5.01(i) of
the Loan Agreement and (iii) will conduct all business between such Seller and
the Purchaser on an arm’s-length basis.  Each Seller agrees to take or
refrain from taking or engaging in with respect to the Purchaser each of the
actions or activities specified in the “substantive consolidation” opinion of
Foley & Lardner LLP (or in any related certificate of such Seller) delivered
on the Closing Date, upon which the conclusions expressed therein are
based.


    
      
         


      

      
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    Snap-on
Credit also acknowledges that it will agree to serve as initial Servicer of the
Conveyed Contracts and the other Conveyed Contract Assets after the same have
been sold to the Purchaser hereunder.  In its capacity as Servicer,
Snap-on Credit will make representations, warranties, covenants and indemnities
under the Loan Agreement for the benefit of the Secured Parties.

     

    SECTION
5.07.            Negative
Pledge.  No Seller will sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, or
create or suffer to exist any Adverse Claim upon or with respect to, any
Conveyed Contract Asset, or assign any right to receive income with respect
thereto (other than, in each case, the creation of the interests therein in
favor of the Purchaser provided for herein), and each Seller will defend the
right, title and interest of the Purchaser in, to and under any of the foregoing
property, against all claims of third parties claiming through or under such
Seller.

     

    SECTION
5.08.            Credit and Collection
Policy.  Each Seller shall furnish to each Administrative
Agent, either (i) at least fifteen (15) days prior to the effectiveness of any
material change in or material amendment to the Credit and Collection Policy
that relates to or otherwise affects sales contracts, promissory notes and
security agreements of the type contemplated to be sold hereunder (a “Covered Contract”),
which is also a Conveyed Contract, or (ii) at least five (5) days prior to the
effectiveness of any material change in or material amendment that relates to or
otherwise affects the Covered Contracts, a copy of the Credit and Collection
Policy then in effect and a notice (1) indicating such change or amendment, and
(2) if such proposed change or amendment would also be reasonably be likely to
adversely affect the origination or collectability of the Covered Contracts
generally, requesting the Program Agent’s consent thereto.

     

    SECTION
5.09.           Covenant of Sellers and the
Purchaser Regarding Subordination; Transfer of Receivables.  To
the extent that a Seller retains any interest in any item of Equipment securing
the repayment of a Receivable transferred hereunder as a result of the related
Obligor agreeing to cross-collateralize all obligations owed by such Obligor to
the related Seller under any master loan, lease, purchase or similar agreement,
the related Seller acknowledges and agrees that its interest in such Equipment
shall be expressly subordinate and junior in priority to the repayment of all
amounts outstanding under such Receivable prior to becoming available to pay any
amount outstanding under any other obligation owed by such Obligor to such
Seller.  To the extent the Purchaser has any interest in any
collateral other than the Equipment and related assets specifically related to
the Receivables as a result of the related Obligor agreeing to
cross-collateralize all obligations owed by such Obligor to the related Seller,
the Purchaser acknowledges and agrees that its interest in such other collateral
shall be expressly subordinate and junior in priority to the repayment of the
amounts outstanding under the related receivables prior to becoming available to
pay any amount outstanding under the Receivables of the
Purchaser.  Each Seller hereby covenants and agrees that if at any
time it sells Receivables hereunder of an Obligor that has cross-collateralized
its obligations under its receivables, such Seller shall either (i) expressly
terminate the cross-collateralization provisions as they related to such
receivables such that the transferee will not have a right to any collateral
other than the equipment specifically related to the receivables acquired by
such transferee or (ii) obtain an agreement from such transferee to subordinate
its rights to any collateral other than the equipment and related assets
specifically related to such receivables.


    
      
         


      

      
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    ARTICLE
VI

     

    REPURCHASE
OBLIGATION

     

    SECTION
6.01.                  Repurchases of
Contract.  (a)  Each
Seller hereby agrees, that if on any day: 

     

    (i)           it
shall be determined that any representation or warranty of such Seller set forth
in Section
4.01(l), (m), (n) or (o) or in Section 4.02(a) or
(c)
(disregarding for this purpose any qualification in any such provisions of “to
such Seller’s knowledge” or words of like import) was not true and accurate as
of the applicable Purchase Date;

     

    (ii)          in
the case of any representation or warranty of such Seller identified in clause (i) above that
is made in reference to (or uses, directly or indirectly, any defined term that
makes reference to) a Cutoff Date, the date of approval for financing of the
related Obligor, the date the related Obligor applied for financing or any other
date that is earlier than the Purchase Date related thereto, it shall be
determined that had such representation or warranty instead been made in
reference to (or had such defined term instead made reference to) such Purchase
Date, such representation and warranty would not have been true and accurate as
of such Purchase Date; or

     

    (iii)         it
shall be determined that any other representation or warranty of such Seller set
forth in Article
IV was not true and accurate as of any Purchase Date and the failure of
such representation and warranty to be true and accurate as of such Purchase
Date has impaired or diminished in any material respect (x) the right, title or
interest of the Purchaser purportedly created hereunder in any Conveyed Contract
or Conveyed Contract Asset or (y) the value or collectibility of any such
Conveyed Contract or Conveyed Contract Asset,

     

    then such
Seller shall repurchase each affected Contract (together with all related
Conveyed Contract Assets) conveyed on the applicable Purchase Date, at the
Repurchase Price for such affected Contract, not later than the Settlement Date
under the Loan Agreement immediately following the date that such Seller shall
have first become or been made aware of the event or circumstance giving rise to
such repurchase obligation.

     

    (b)           With
respect to any Conveyed Contract Assets which have been repurchased by a Seller
pursuant to clause
(a) above, the Purchaser shall, on the Settlement Date on which such
repurchase occurs and at the expense of the related Seller (i) without recourse,
retransfer to the related Seller all of its right, title and interest in, to and
under the affected Conveyed Contract Assets and all proceeds of the foregoing,
and (ii) execute any and all instruments, certificates and other documents
reasonably necessary or advisable to effect such retransfer.


    
      
         


      

      
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    ARTICLE
VII

     

    INDEMNITIES

     

    SECTION
7.01.               
 Indemnities by
Sellers.  (a)  Without limiting any other rights that
the Purchaser may have hereunder or under applicable law, each Seller hereby
agrees to indemnify (and pay upon demand to) the Purchaser and its officers,
directors, agents and employees (each, an “Indemnified Party”) from and
against any and all damages, losses, claims, taxes, liabilities, costs, expenses
and for all other amounts payable, including (but subject to the limitations set
forth in Section 7.02)
reasonable attorneys’ fees (which attorneys may be employees of the Purchaser)
and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded
against or incurred by any of them arising out of or by reason of, (i) such
Seller’s failure to perform any of its duties, covenants or other obligations in
accordance with the provisions of this Agreement, (ii) any representation or
warranty made by such Seller (or any officers of such Seller) under or in
connection with this Agreement or any other written information or report
delivered by such Seller pursuant hereto or thereto, which shall have been false
or incorrect when made or deemed made, (iii) any products liability, personal
injury or damage suit, or other similar claim arising out of or in connection
with any Equipment or other merchandise, insurance or services provided by such
Seller or any of its Affiliates and that are the subject of any Contract Asset,
(iv) any taxes that may at any time be asserted against any Indemnified Party as
a result of or relating to the sale contemplated herein, including any sales,
gross receipts in respect of the Contracts, gross margin, general corporation,
tangible personal property, personal property replacement privilege or license
taxes and costs, expenses and reasonable counsel fees in defending against the
same, whether arising by reason of the acts to be performed by such Seller under
this Agreement or imposed against the Purchaser or otherwise, (v) any Contract
being determined to not constitute an Eligible Contract as of the applicable
Purchase Date, or (vi) any Indemnified Amounts based on or resulting
from:

     

    (i)           the
failure by such Seller to comply with any applicable law, rule or regulation
with respect to any Contract Asset related thereto, or the nonconformity of any
Contract Asset with any such applicable law, rule or regulation or any failure
of such Seller to keep or perform any of its obligations, express or implied,
with respect to any Conveyed Contract;

     

    (ii)          any
dispute, claim, offset or defense of the Obligor (other than discharge or stay
in bankruptcy of the Obligor) to the payment of any Contract (including, without
limitation, a defense based on such Contract not being a legal, valid and
binding obligation of such Obligor enforceable against it in accordance with its
terms, but excluding as a result of the operation of bankruptcy, insolvency and
others laws affecting creditors’ rights generally) or any other claim resulting
from the sale of the Equipment or other merchandise or service provided by such
Seller or any of its Affiliates and related to such Contract Asset or the
furnishing or failure to furnish such merchandise or services;


    
      
         


      

      
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    (iii)         the
commingling of Conveyed Contract Assets with other funds of such
Seller;

     

    (iv)         any
investigation, litigation or proceeding related to or arising from this
Agreement, the transactions contemplated hereby, the use of the proceeds of the
purchase hereunder, the ownership of the Conveyed Contract Assets or any other
investigation, litigation or proceeding relating to such Seller in which any
Indemnified Party becomes involved as a result of any of the transactions
contemplated hereby;

     

    (v)          any
inability to litigate any claim against any Obligor in respect of any Contract
Asset as a result of such Obligor being immune from civil and commercial law and
suit on the grounds of sovereignty from any legal action, suit or
proceeding;

     

    (vi)         any
failure to vest and maintain vested in the Purchaser, or to transfer to the
Purchaser, legal and equitable title to, and ownership of, the Contract Assets,
free and clear of any Adverse Claim;

     

    (vii)        the
failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or
other applicable laws with respect to the Conveyed Contract Assets, and the
proceeds of any thereof in accordance with this Agreement, whether at the time
of the purchase or at any subsequent time;

     

    (viii)       with
respect to any Conveyed Contract, (x) any action by such Seller, (y) any failure
by such Seller to take any action required by law or (z) any failure by such
Seller to take any action necessary to eliminate the appearance of such Seller
being the owner of or having rights in such Contract, which action or failure
reduces or impairs the rights of the Purchaser with respect to such Contract or
the value of such Contract;

     

    (ix)         any
attempt by such Seller or any of its Affiliates to void the purchase hereunder
under statutory provisions or common law or equitable action; and

     

    (x)          any
Notice of Sale and Assignment which is electronically signed or delivered,
failing to comply with any applicable law relating to electronic signatures or
execution or any claim or challenge to the validity is made by any Person with
respect to any such Notice of Sale and Assignment based on it having been
electronically signed or delivered.

     

    (b)           Notwithstanding
anything to the contrary contained in Section 7.01(a), no
Seller shall have any obligation to indemnify (and shall not indemnify) any
Indemnified Party for:


    
      
         


      

      
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    (i)           Indemnified
Amounts to the extent that such Indemnified Amounts resulted from gross
negligence or willful misconduct on the part of the Indemnified Party seeking
indemnification;

     

    (ii)          Indemnified
Amounts to the extent the same includes losses in respect of Contract Assets
that are uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor, or diminution in the value of the
Contract Assets other than as a result of the acts or omissions of the related
Seller, in each case at any time following the Purchase Date related
thereto;

     

    (iii)         Franchise
taxes imposed upon any Indemnified Party or taxes imposed by the federal
government or jurisdiction in which such Indemnified Party’s principal executive
office is located, on or measured by the overall net income of such Indemnified
Party;

     

    (iv)         Indemnified
Amounts to the extent the same include credit recourse with respect to any
Contract to the extent that such Contract is uncollectible solely on account of
the insolvency, bankruptcy or lack of creditworthiness of the related Obligor;
or

     

    (v)          amounts
which are payable solely by Purchaser directly to the Lenders under the express
terms of the Loan Agreement or the other Facility Documents.

     

    SECTION
7.02.            
   Other Costs
and Expenses.  The applicable Seller shall pay to the Purchaser
promptly after demand all reasonable costs and out-of-pocket expenses in
connection with the preparation, execution, delivery, administration and
enforcement of this Agreement and the transactions contemplated hereby subject
to any limitations set forth regarding Audits or other reviews as described in
Sections 5.01
and 5.03 of the
Loan Agreement, the transactions contemplated hereby and the other documents to
be delivered hereunder, including, without limitation, the cost of any such
Person’s auditors auditing the books, records and procedures of such Seller, all
rating agency fees, reasonable fees and out-of-pocket expenses of legal counsel
for the Purchaser with respect thereto and with respect to advising the
Purchaser as to its rights and remedies under this Agreement; provided that no
Seller shall be obligated to pay for the costs and expenses of more than one law
firm serving as external counsel for the Purchaser in connection with any such
preparation, negotiation, arrangement, execution, delivery, enforcement and
administration of this Agreement and the other documents delivered
hereunder.  The cost of auditors will be paid in accordance with and
subject to Sections
5.01(d) and 5.03(d) of the Loan
Agreement.    

     

    SECTION
7.03.            
    Liabilities to
Obligors.  No obligation or liability to any Obligor under any
of the Conveyed Contracts is intended to be assumed by the Purchaser or any of
the Secured Parties under or as a result of this Agreement and the transactions
contemplated hereby.


    
      
         


      

      
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    SECTION
7.04.            Operation of
Indemnities.  Indemnification under this Article VII shall
include, without limitation, reasonable fees and expenses of counsel (subject to
the limitations set forth in Section 7.02)
and other expenses of litigation.  If a Seller has made any indemnity
payments to the Purchaser pursuant to this Article VII and the
Purchaser thereafter collects any of such amounts from others, the Purchaser
will repay such amounts collected to the related Seller, except that any
payments received by the Purchaser from an insurance provider as a result of the
events under which such Seller’s indemnity payments arose shall be repaid prior
to any repayment of such Seller’s indemnity payment.

     

    SECTION
7.05.            Survival of Indemnities,
Representations and Warranties and Remedies.  The obligations
of each Seller under this Article VII, the
representations and warranties made by such Seller under Article IV, and the
remedies against the Seller under Article VI shall
survive the termination of this Agreement and each of the other Facility
Documents.

     

    ARTICLE
VIII

     

    MISCELLANEOUS

     

    SECTION
8.01.            Merger or
Consolidation.  (a) Except as otherwise provided in this Section 8.01, each
Seller will keep in full force and effect its existence, rights and franchises,
in the case of Snap-on Credit, as a Delaware limited liability company or, in
the case of any other Seller, as an entity similarly organized in its current
jurisdiction of organization, and will obtain and preserve its qualification to
do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement and of any of the Conveyed Contracts and to
perform its duties under this Agreement.

     

    (b)           Any
person into which the applicable Seller may be merged or consolidated, or any
corporation or other entity resulting from such merger or consolidation to which
such Seller is a party, or any person succeeding to the business of such Seller,
shall be the successor to such Seller hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     

    SECTION
8.02.             Termination.  This
Agreement shall terminate on any date mutually agreed by the Purchaser and the
Sellers following the Final Collection Date.

     

    SECTION
8.03.            Assignment or Delegation by a
Seller.  Except as specifically authorized hereunder, no Seller
may convey and assign or delegate any of its respective rights or obligations
hereunder absent the prior written consent of the Purchaser and the Program
Agent, and any attempt to do so without such consent shall be void.

     

    SECTION
8.04.            Amendment.  (a)  This
Agreement may be amended from time to time by each of the Sellers and the
Purchaser and, if the Loan Agreement has not been previously terminated, with
the consent of the requisite Lenders or agents specified in the Loan Agreement
(such consent not to be unreasonably withheld or delayed).

     

    (b)            Upon
the execution of any amendment or consent pursuant to this Section 8.04, this
Agreement shall be modified in accordance therewith, and such amendment or
consent shall form a part of this Agreement for all purposes, and each Seller
and the Purchaser shall be bound thereby.


    
      
         


      

      
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    SECTION
8.05.            Notices.  All
notices, demands, certificates, requests and communications hereunder
(“notices”) shall be in writing and shall be effective (a) upon receipt when
sent through the U.S. mails, registered or certified mail, return receipt
requested, postage prepaid, with such receipt to be effective the date of
delivery indicated on the return receipt, or (b) one Business Day after delivery
to an overnight courier, or (c) on the date personally delivered to an
Authorized Officer of the party to which sent, or (d) on the date transmitted by
legible telecopier transmission or electronic mail with a confirmation of
receipt, in all cases addressed to the recipient at the address for such
recipient set forth under its name on the signature pages hereof.

     

    Each
party hereto may, by notice given in accordance herewith to each of the other
parties hereto, designate any further or different address to which subsequent
notices shall be sent.

     

    SECTION
8.06.            Merger and
Integration.  Except as specifically stated otherwise herein,
this Agreement, together with the Notices of Sale and Assignments delivered on
the Closing Date and on each Purchase Date, sets forth the entire understanding
of the parties relating to the subject matter hereof, and all prior
understandings, written or oral, are superseded by this
Agreement.  This Agreement may not be modified, amended, waived, or
supplemented except as provided herein.

     

    SECTION
8.07.             Headings.  The
headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.

     

    SECTION
8.08.            Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REGARDS TO CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW).

     

    SECTION
8.09.            No Bankruptcy
Petition.  Each Seller covenants and agrees that, prior to the
date that is one year and one day after the payment in full of all amounts owing
in respect of all the Borrower Obligations, together with any other amounts
owing in respect of obligations of the Purchaser, it will not institute against,
or solicit or join in or cooperate with or encourage any Person to institute
against, the Purchaser, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other similar proceedings under the laws of the
United States or any State of the United States.  This Section 8.09 shall
survive termination of this Agreement. 

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized as of the date first written
above.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              SNAP-ON CREDIT
      LLC,

                            
	 
      	
                              as
      a Seller

                            
	 
      	 
      
	 
      	
                              By:

                            	/s/  Joseph Burger
	 
      	Name: Joseph
      Burger
	 
      	Title:   President
	 
      	 
      
	 
      	
                              c/o
      Snap-on Incorporated

                            
	 
      	
                              2801
      80th Street

                            
	 
      	
                              Kenosha,
      WI  53143

                            
	 
      	
                              Attention:

                            	
                              Vice
      President, General Counsel & Secretary

                            
	 
      	
                              Telephone:

                            	
                              262-656-5200

                            
	 
      	
                              Telecopier:

                            	
                              262-656-5127

                            
	 
      	 
      
	 
      	
                              With
      copies of Notices to:

                            
	 
      	 
      
	 
      	
                              Snap-on
      Incorporated

                            
	 
      	
                              2801
      80th Street

                            
	 
      	
                              Kenosha,
      WI  53143

                            
	 
      	
                              Attention:

                            	
                              Vice
      President & Treasurer

                            
	 
      	
                              Telephone:    

                            	
                              262-656-5200

                            
	 
      	
                              Telecopier:

                            	
                              262-656-5353

                            
	 
      	 
      
	 
      	
                              Snap-on
      Credit LLC

                            
	 
      	
                              950
      Technology Way

                            
	 
      	
                              Suite
      301

                            
	 
      	
                              Libertyville,
      IL  60048

                            
	 
      	
                              Attention:

                            	
                              VP,
      Finance & Administration

                            
	 
      	
                              Telephone:

                            	
                              877-777-8455

                            
	 
      	 
      
	 
      	
                              Snap-on
      Credit LLC

                            
	 
      	
                              950
      Technology Way

                            
	 
      	
                              Suite
      301

                            
	 
      	
                              Libertyville,
      IL  60048

                            
	 
      	
                              Attention:

                            	
                              Director,
      Operations & Legal Services

                            
	 
      	
                              Telephone:

                            	
                              877-777-8455

                            


                    

                  

                

              

            

          

        

      

    

    


    Signature
Page to

    Receivables
Sale Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              SOC SPV1,
      LLC,

                            
	 
      	
                              as
      Purchaser

                            
	 
      	 
      
	 
      	
                              By:

                            	/s/  Jeffrey F. Kostrzewa
	 
      	Name: Jeffrey
      F. Kostrzewa
	 
      	Title:  
      Treasurer
	 
      	 
      
	 
      	
                              c/o
      Snap-on Incorporated

                            
	 
      	
                              2801
      80th Street

                            
	 
      	
                              Kenosha,
      WI  53143

                            
	 
      	
                              Attention:

                            	
                              Vice
      President, General Counsel & Secretary

                            
	 
      	
                              Telephone:

                            	
                              262-656-5200

                            
	 
      	
                              Telecopier:

                            	
                              262-656-5127

                            
	 
      	 
      
	 
      	
                              With
      copies of Notices to:

                            
	 
      	 
      
	 
      	
                              Snap-on
      Incorporated

                            
	 
      	
                              2801
      80th Street

                            
	 
      	
                              Kenosha,
      WI  53143

                            
	 
      	
                              Attention:

                            	
                              Vice
      President & Treasurer

                            
	 
      	
                              Telephone:    

                            	
                              262-656-5200

                            
	 
      	
                              Telecopier:

                            	
                              262-656-5353

                            
	 
      	 
      
	 
      	
                              Snap-on
      Credit LLC

                            
	 
      	
                              950
      Technology Way

                            
	 
      	
                              Suite
      301

                            
	 
      	
                              Libertyville,
      IL  60048

                            
	 
      	
                              Attention:

                            	
                              VP,
      Finance & Administration

                            
	 
      	
                              Telephone:

                            	
                              877-777-8455

                            
	 
      	 
      
	 
      	
                              Snap-on
      Credit LLC

                            
	 
      	
                              950
      Technology Way

                            
	 
      	
                              Suite
      301

                            
	 
      	
                              Libertyville,
      IL  60048

                            
	 
      	
                              Attention:

                            	
                              Director,
      Operations & Legal Services

                            
	 
      	
                              Telephone:

                            	
                              877-777-8455

                            


                    

                  

                

              

            

          

        

      

    

    


    Signature
Page to

    Receivables
Sale Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A-1

    


    FORM
OF NOTICE OF SALE AND ASSIGNMENT

    


    [Date]

    


    SOC SPV1,
LLC

    c/o
Snap-on Incorporated

    2801 80th
Street

    Kenosha,
WI  53143

    


    Ladies
and Gentlemen:

    


    Reference is hereby made to the
Receivables Sale Agreement (as amended, restated, supplemented or otherwise
modified from time to time, the “Receivables Sale
Agreement”), dated as of October 1, 2010, by and among Snap-on Credit LLC
(“Snap-on
Credit”), as a seller, the other financial institution approved by the
Program Agent from time to time party thereto (collectively, with Snap-on
Credit, the “Sellers”) and SOC
SPV1, LLC, as purchaser (the “Purchaser”). Terms
not otherwise defined in this Notice of Sale and Assignment shall have the
meanings set forth or incorporated by reference in the Receivables Sale
Agreement.

    


    1.           Notice of Sale and
Assignment.  Pursuant to the Receivables Sale Agreement, each
Seller hereby notifies the Purchaser that, on the date hereof (the “Purchase Date”) such
Seller will [sell/contribute] the Contracts listed on Schedule I hereto (the
“Contract
Schedule”) to the Purchaser. This letter constitutes a Notice of Sale and
Assignment issued pursuant to Section 2.01(b) of
the Receivables Sale Agreement and in connection therewith the Borrower provides
the following information:

    


    
      	
               
      

            	
              (a)

            	
              The
      Cutoff Date of the Contracts to be sold pursuant hereto is ________, ___
      2010.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Purchase Price of the Contracts is
  $_____________.

            


    

     

    2.           Representations and
Warranties.  Each Seller hereby certifies that the following
statements are true and correct as of the Purchase Date and will remain true and
correct after giving effect to the transfer effected hereby.

    


    (a)           The
Termination Date has not occurred and no Event of Termination has occurred and
is continuing;

     

    (b)           Each
of its respective Contracts subject to this Notice of Sale and Assignment
constitutes an Eligible Contract as of the Purchase Date specified
above;


    
      
         


      

      
        A-1-1

        
          

        

      

      
         


      

    


    (c)           Each
of the representations and warranties contained in Article IV of the
Receivables Sale Agreement is true and correct in all material respects (except
for those representations and warranties which are specifically made only as of
a specific date, which such representations and warranties are true and correct
on and as of the date made);

     

    (d)           Such
Seller is in compliance with the covenants in all material respects set forth in
Article V of
the Receivables Sale Agreement.

     

    (e)           As
of the Purchase Date, the Overconcentration Amount is zero, the Outstanding
Eligible Balance of the Conveyed Contracts (after giving effect to the Contract
Schedule attached hereto) does not exceed the Concentration Limits set forth in
Section 4.01(o)
of the Receivables Sale Agreement.

     

    3.           Assignment.  In
accordance with the Receivables Sale Agreement, the applicable Seller does
hereby sell, transfer, convey and assign, set over and otherwise convey to the
Purchaser, without recourse (except as expressly provided in the Receivables
Sale Agreement) and without any representation or warranty (except as expressly
provided in the Receivables Sale Agreement), all the right, title and interest
of such Seller in and to (i) the applicable Receivables and the applicable
Contracts under which the Receivables arise listed on the Contract Schedule
attached to the Notice of Sale and Assignment dated as of the date hereof
(including, without limitation, all security interests and all rights to receive
payments which are collected pursuant thereto after the Cutoff Date, including
any liquidation proceeds therefrom, but excluding any rights to receive payments
which were collected pursuant thereto on or prior to the Cutoff Date), (ii) all
documents (in electronic form or otherwise) contained in the related Contract
Files, (iii) all rights of the applicable Seller in any collection or similar
account into which Collections may be deposited, in each case, to the extent
they relate to the Contracts, (iv) all other Related Security relating to such
Receivable (including, but not limited to, such Seller’s security or ownership
interest, if any, in, or title to, any related Equipment and, solely to the
extent related to such Receivable, all of such Seller’s right, title and
interest in, to and under the Franchisee Agreement (and any security interests
or other rights granted or assigned thereunder), including (without limitation),
solely to the extent related to such Receivable, all recourse against and/or
right to payment or recovery from the related Franchisee thereunder), and (iv)
all Collections and proceeds (as such term is defined in the UCC) and products
of the foregoing clauses (i) through
(iv).

    


    This
Notice of Sale and Assignment is made pursuant to and in reliance upon the
representation and warranties on the part of the undersigned contained in Article IV of the
Receivables Sale Agreement and no others.

     

    4.           GOVERNING
LAW.  THIS NOTICE OF SALE AND ASSIGNMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT REGARDS TO CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW).

     

    [Remainder
of page intentionally left blank.]


    
      
         


      

      
        A-1-2

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the undersigned has
caused this Notice of Sale and Assignment to be executed by its duly authorized
officer as of the date first above written.

    


    
      
        
          	 
      	
                  SNAP–ON
      CREDIT LLC, as a Seller

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        A-1-3

        
          

        

      

      
         


      

    


    SCHEDULE
I

    


    TO

    


    NOTICE
OF SALE AND ASSIGNMENT

    


    Contract
Schedule

    


    (Attached)


    
      
         


      

      
        A-1-4

        
          

        

      

      
         


      

    


    Exhibit
A-2

    


    ELECTRONIC
SIGNATURE FOR NOTICE OF SALE AND ASSIGNMENT

    


    This
e-mail serves as my electronic signature on behalf of Snap-on Credit LLC for the
attached Notice of Sale and Assignment. By emailing the attached Notice of Sale
and Assignment and any corresponding schedules to the Program Agent, I
understand that I am providing my electronic signature on behalf of Snap-on
Credit LLC and intend to sign these documents in accordance with these terms. I
represent and warrant that I have the authority to provide an electronic
signature and acceptance on behalf of Snap-on Credit LLC, and to have these
documents be binding upon Snap-on Credit LLC. My electronic signature of these
documents shall be deemed to satisfy any writings requirements of any applicable
law. The Program Agent’s electronically or other properly stored copies of these
documents as signed by me shall be the true, complete, valid, authentic and
enforceable copies of these documents, and I agree that Snap-on Credit LLC shall
not contest the enforceability of my electronic signature and acceptance of
these documents, or the admissibility or authenticity of the Program Agent’s
copies of these documents, in each case, in a court or any proceeding arising
out of these documents.


    
      
         


      

      
        A-2-1

        
          

        

      

      
         


      

    


    Exhibit
B

     

    [RESERVED]

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    


    Exhibit
C

    


    CONCENTRATION
LIMITS


     

    Concentration Limits

    


    Program Concentration
Limits.  For purposes of the Concentration Limits and
Concentration Criterion set forth below, each of the references to Programs A
through F therein, shall mean and shall be deemed to be a reference to the
operating and origination program of the Seller described in the Credit and
Collection Policy and as further described in a certification delivered to the
Program Agent on the Closing Date, and other programs as may be identified for
inclusion in a specified lettered program below by Borrower from time to time
with the prior written consent of the Required Lenders.


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        Criteria

                      	 	
                        Concentration
      limit

                      	 
	
                        Original
      term greater than or equal to 49 months and less than or equal to 60
      months

                      	 	 	35.00	%
	
                        Location
      of Obligor

                      	 	 	 	 
	
                        California

                      	 	 	10.0	%
	
                        Texas

                      	 	 	10.0	%
	
                        Pennsylvania

                      	 	 	7.0	%
	
                        New
      York

                      	 	 	7.0	%
	
                        Each
      other individual state

                      	 	 	5.0	%
	
                        Credit
      and Collection Policy Program Concentration:

                      	 	 	 	 
	
                        Program
      A:  Standard E/C (that is, SO E/C, LRP, SRP, Platinum and Core
      E/C

                      	 	 	100	%
	
                        Program
      B:  CO’s

                      	 	 	2.0	%
	
                        Program
      C:  HRP

                      	 	 	2.0	%
	
                        Program
      D:  CS

                      	 	 	2.0	%
	
                        Program
      E:  ST

                      	 	 	2.0	%
	
                        Program
      F:  Any program of Snap-on Credit other than the programs
      described in Programs A through E above.

                      	 	 	0	%
	
                        Contracts
      which have been subject to a Deferral Period for a period of time greater
      than or equal to 1 day and less than or equal to 90 days

                      	 	 	30.0	%
	
                        Contracts
      which have been subject to a Deferral Period for a period of time greater
      than or equal to 61 days and less than or equal to 90 days

                      	 	 	10.0	%
	
                        Except
      to the extent described in the Snap-on Originator and Snap-on Industrial
      concentration limits below, Franchisee Concentration
Limits

                      	 	 	1.0	%
	
                        Aggregate
      amount of Contracts originated and sold by all Snap-on Originators (on a
      combined basis with all other Snap-on Originators, or any Affiliates
      thereof) to Snap-on Credit (it being understood that any Contracts which
      are acquired by a Snap-on Originator from a Franchise prior to
      sale to Snap-on Credit remain subject to the 1.0% of Franchisee
      concentration limit set forth above).  Notwithstanding the
      foregoing, the concentration limit for Snap-on Originators (on a combined
      basis), other than Snap-on Tools and Snap-on Industrial, shall be limited
      to 1.0% (which 1.0% shall constitute a portion of the overall combined
      10.0% limit for all Snap-on Originators).

                      	 	 	10.0	%
	
                        Aggregate
      amount of Contracts originated and sold by Snap-on Industrial to Snap-on
      Credit

                      	 	 	2.0	%


              

            

          

        

      

    


    
      
         


      

      
        C-2