Purchase agreement



 Exhibit 10.1 
 EXECUTION VERSION 
 ACTUANT CORPORATION 

$300,000,000 5.625% Senior Notes due 2022 
 PURCHASE AGREEMENT 
 dated April 2, 2012 

WELLS FARGO SECURITIES, LLC 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 
 J.P. MORGAN SECURITIES
LLC 
 CITIGROUP GLOBAL MARKETS INC. 
 RBC CAPITAL MARKETS, LLC 
 BMO CAPITAL MARKETS CORP. 

SUNTRUST ROBINSON HUMPHREY, INC. 







 PURCHASE AGREEMENT 
 April 2, 2012 
 WELLS FARGO SECURITIES, LLC 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 
 J.P. MORGAN SECURITIES LLC 
 CITIGROUP GLOBAL MARKETS INC. 

RBC CAPITAL MARKETS, LLC 
 BMO CAPITAL MARKETS
CORP. 
 SUNTRUST ROBINSON HUMPHREY, INC. 
     As Initial Purchasers 
 c/o Wells Fargo Securities, LLC 

301 South College Street 
 Charlotte, North
Carolina 28288 
 Ladies and Gentlemen: 
 Introductory. Actuant Corporation, a Wisconsin corporation (the “Company”), proposes, upon the terms and subject to the conditions of this Agreement to issue and sell to the several
Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 5.625%
Senior Notes due 2022 (the “Notes”). The Company’s payment obligations with respect to the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) on a senior
unsecured basis initially by each of the Company’s direct and indirect domestic subsidiaries listed on Schedule B hereto (the “Guarantors” and, together with the Company, the “Issuers”). 

The Securities will be issued pursuant to an indenture, dated as of April 16, 2012 (the “Indenture”), among the Issuers
and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a
rider to a blanket letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantors, the Trustee and the Depositary. 

The holders of the Securities will be entitled to the benefits of a registration rights agreement, dated as of April 16, 2012 (the
“Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration
statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) and guaranteed on a senior unsecured basis by the
Guarantors (the “Exchange Guarantees” and, together with the Exchange Notes, the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) to the extent required by the
Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration
statements to be declared effective. 

  
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 In connection with the issuance of the Notes, the Company has commenced
a cash tender offer (the “Tender Offer”) for any and all of its outstanding 6 7/8% Senior Notes due 2017 (the “2017 Notes”) upon the terms and subject to the conditions set forth in that certain Offer to Purchase dated as of April 2, 2012 (the “Offer to
Purchase”). The net proceeds from the sale of the Securities will be used to fund the purchase of the 2017 Notes pursuant to the Tender Offer and pay related fees and expenses. 

The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set
forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent
Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when the sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial
Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations
of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or
otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule
144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). 

The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated April 2, 2012
(the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 2, 2012 (the “Pricing Supplement”) a true and correct copy of which is attached as
Annex II hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are
herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the
“Final Offering Memorandum”). 
 All references herein to the terms “Pricing Disclosure Package” and
“Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of
the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all
references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale
and incorporated by reference in the Final Offering Memorandum. 

  
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 The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers
as follows: 
 SECTION 1. Representations and Warranties. Each of the Company and the Guarantors, jointly and
severally, hereby represent, warrant and covenant to each Initial Purchaser that, as of the date hereof and as of the Closing Date (references in this Section 1 to the “Offering Memorandum” are to (x) the Pricing Disclosure
Package in the case of representations and warranties made as of the date hereof and (y) the Pricing Disclosure Package and the Final Offering Memorandum in the case of representations and warranties made as of the Closing Date): 

(a) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in
Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner
contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under
the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). 
 (b) No Integration of Offerings or General Solicitation. None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any
person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will,
directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the
Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or
warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in
reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or
will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and the
Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. 
 (c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system. 

  
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 (d) The Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time
of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Pricing
Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Wells Fargo Securities, LLC
expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information
specified in, and meeting the requirements of, Rule 144A. The Company and the Guarantors have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the
Securities, any offering material in connection with the offering and sale of the Securities other than the Pricing Disclosure Package and the Final Offering Memorandum. 
 (e) Company Additional Written Communication. The Company and the Guarantors have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve
or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses
(i) and (ii) below) a “Company Additional Written Communication”) other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum, and (iii) any electronic road show or other written
communications, in each case used in accordance with Section 3(a). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Date will not, contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement
shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Wells Fargo
Securities, LLC expressly for use in any Company Additional Written Communication. 
 (f) Incorporated Documents. The
documents incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”) complied and will comply in all
material respects with the requirements of the Exchange Act. 
 (g) The Purchase Agreement. This Agreement has been duly
authorized, executed and delivered by the Company and the Guarantors. 

  
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 (h) The Registration Rights Agreement and DTC Agreement. Each of the Registration
Rights Agreement and the DTC Agreement has been duly authorized and, on the Closing Date, will have been duly executed and delivered by, and will constitute a valid and binding agreement of, the Company and the Guarantors, enforceable against the
Company and the Guarantors in accordance with its terms (assuming due authorization, execution and delivery by (and enforceability against) the other parties thereto), except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors and other obligees generally or by general equitable principles (regardless of whether
enforcement is considered in a proceeding at law or in equity), and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited by applicable law. 

(i) Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the
Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the
manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors and other obligees generally or by
general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the
Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws now or hereinafter in effect relating to or affecting the rights and
remedies of creditors and other obligees generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Guarantees and the
Exchange Guarantees are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and in the case of the Guarantees at the Closing Date, will have been duly
executed by each of the Guarantors and, when the Notes and the Exchange Guarantees have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding
agreements of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now
or hereinafter in effect relating to or affecting the rights and remedies of creditors and other obligees generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity) and will be
entitled to the benefits of the Indenture. 

  
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 (j) Authorization of the Indenture. The Indenture has been duly authorized by the
Company and the Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company and the Guarantors and will constitute a valid and binding agreement of the Company and the Guarantors, enforceable against the Company
and the Guarantors in accordance with its terms (assuming due authorization, execution and delivery by (and enforceability against) the other parties thereto), except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors and other obligees generally or by general equitable principles (regardless of whether
enforcement is considered in a proceeding at law or in equity) and except as rights to indemnification and contribution may be limited by applicable law. 
 (k) Description of the Securities and the Indenture. The Securities, the Indenture and the Registration Rights Agreement on the Closing Date, and the Exchange Securities, when issued, will conform
in all material respects to the respective statements relating thereto contained in the Offering Memorandum. 
 (l) No
Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) there has been no material adverse change, or any
development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of
business, of the Company and its subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability
or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any
kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class
of capital stock. 
 (m) Independent Registered Public Accountants. PricewaterhouseCoopers LLP, which expressed its
opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) filed with the Commission and included in the Offering Memorandum are independent registered public accountants within the
meaning of Regulation S-X under the Securities Act and the Exchange Act, and any non-audit services provided by PricewaterhouseCoopers LLP to the Company or any of the Guarantors have been approved by the Audit Committee of the Board of Directors of
the Company or in accordance with Company policy promulgated by the Audit Committee. 
 (n) Preparation of the Financial
Statements. The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly, in all material respects, the consolidated financial position of the entities to which they relate as of and
at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with United States generally accepted


  
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accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set
forth in the Offering Memorandum under the caption “Summary — Summary Consolidated Financial Data” and “Selected Consolidated Financial Data” fairly present, in all material respects, the information set forth therein on a
basis consistent with that of the audited financial statements contained in the Offering Memorandum. The statistical and market-related data included in the Offering Memorandum are based on or derived from sources that the Company and its
subsidiaries generally believe to be reliable and forward looking statements included in the Offering Memorandum are based on management’s good faith estimates. 
 (o) Organization and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as applicable, and is validly existing as a
corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has power and authority to own, lease and operate its properties and to
conduct its business as described in the Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement, the
Securities, the Exchange Securities and the Indenture. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing
or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good
standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock, membership interests and partnership interests of each subsidiary has been duly authorized and validly
issued, is fully paid and nonassessable (subject to applicable Wisconsin law with respect to nonassessability) and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance or claim, except for any of the foregoing securing the Company’s Amended and Restated Credit Agreement, dated as of February 23, 2011 (as amended or modified, the “Credit Agreement”), as described in the Offering
Memorandum; provided that with respect to any non wholly-owned subsidiary such representation as to valid issuance, fully paid and nonassessable shall be to the best knowledge of the Company and the Guarantors. 

(p) Capitalization and Other Capital Stock Matters. At November 30, 2011, on a consolidated basis, after giving pro forma
effect to the issuance and sale of the Securities pursuant hereto, the Company would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption “Capitalization” (other than for subsequent
issuances of capital stock, if any, pursuant to employee benefit plans described in the Offering Memorandum or upon exercise of outstanding options or warrants described in the Offering Memorandum). 

(q) Stock Exchange Listing. The Class A common stock, par value $0.20 per share of the Company (the “Common Stock”)
is registered pursuant to Section 12(b) of the Exchange Act and is listed on the New York Stock Exchange (the “NYSE”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of
the Common Stock under the Exchange Act or delisting the Common Stock from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing. 

  
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 (r) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals
Required. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws, partnership or limited liability company agreement, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in
default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.
Assuming the Company’s and the Guarantors’ execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement and the Indenture, and the issuance and delivery of the Securities or the Exchange
Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the
charter or bylaws, partnership agreement or limited liability company agreement of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or
encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any
subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s and the Guarantors’ execution, delivery and
performance of this Agreement, the Registration Rights Agreement, the DTC Agreement or the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and
by the Offering Memorandum, except such as have been obtained or made by the Company and the Guarantors and are in full force and effect and except such as may be required by the securities laws of the United States, the several states of the United
States or provinces of Canada with respect to the Company’s and the Guarantors’ obligations under the Registration Rights Agreement. 
 (s) No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened
(i) against or affecting the Company or any of its subsidiaries or (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries, wherein any such action, suit or proceeding set forth in
clause (i) or (ii) (A) there is a reasonable possibility that such action, suit or proceeding would be determined adversely to the Company or such subsidiary, and (B) if determined adversely to the Company or such subsidiary,
would result in a Material Adverse Change or materially and adversely affect the consummation of the transactions 

  
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contemplated by this Agreement. No labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier of the Company, to the best of the
Company’s and the Guarantors’ knowledge, exists or is threatened which, in either case, would result in a Material Adverse Change. 
 (t) Intellectual Property Rights. The Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar
rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change.
Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a
Material Adverse Change. 
 (u) All Necessary Permits, etc. The Company and each subsidiary possess such valid and current
certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except where the failure to possess any of the foregoing would not result in
a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change. 
 (v)
Title to Properties. Except as otherwise disclosed in the Offering Memorandum, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to
in Section 1(n) hereof (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect
the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company
and its subsidiaries, that individually or in the aggregate are material to the business of the Company and its subsidiaries, taken as a whole, are held under valid and enforceable leases, with such exceptions as are not material and do not
materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaries. 
 (w) Tax Law Compliance. The Company and its subsidiaries have filed (taking into account extensions, if any, granted by the applicable governmental agency) all necessary and material federal,
state, local and foreign tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for such taxes being contested in good
faith by proper proceedings as to which adequate reserves in accordance with GAAP have been provided and except for such taxes the payment of which would not individually or in the aggregate result in a Material Adverse Change. The Company has made
adequate charges, accruals and reserves in the applicable 

  
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financial statements referred to in Section 1(n) hereof in respect of all federal, state, local and foreign taxes for all periods as to which the tax liability of the Company or any of its
subsidiaries has not been finally determined, except for any such taxes which would not individually or in the aggregate result in a Materially Adverse Change. 
 (x) Company and the Guarantors Not an “Investment Company”. The Company and the Guarantors have been advised of the rules and requirements under the Investment Company Act of 1940, as
amended (the “Investment Company Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). None of the Company or any Guarantor is, or after receipt of payment for the Securities and
the application of the net proceeds thereof as described in the Offering Memorandum, will be, an “investment company” within the meaning of Investment Company Act and will conduct its business in a manner so that it will not become subject
to the Investment Company Act. 
 (y) Insurance. Each of the Company and its subsidiaries are insured by recognized,
financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, without limitation, policies covering real and personal
property owned or leased by the Company and its subsidiaries against theft, damage, destruction and acts of vandalism. All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective
businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects. The Company has no reason to believe
that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its
business as now conducted and at a cost that would not result in a Material Adverse Change. Neither of the Company nor any subsidiary has been denied any material insurance coverage which it has sought or for which it has applied. 

(z) No Price Stabilization or Manipulation. None of the Company or any of the Guarantors has taken or will take, directly or
indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the consummation of the transactions contemplated by this Agreement
(including the sale or resale of the Securities in connection therewith). 
 (aa) Solvency. Each of the Company and the
Guarantors is, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such
person is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable
liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such
person does not have unreasonably small capital to carry on its business as conducted and as proposed to be conducted. 

  
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 (bb) Compliance with Sarbanes-Oxley. The Company and its subsidiaries and their
respective officers and directors are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,” which term, as used herein, includes the rules and regulations of the
Commission promulgated thereunder). 
 (cc) Company’s Accounting System. The Company and its subsidiaries maintain a
system of accounting controls that is in compliance in all material respects with the Sarbanes-Oxley Act and is sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or
specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 

(dd) Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and procedures (as such term
is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to the chief executive officer and
chief financial officer of the Company by others within the Company or any of its subsidiaries, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations
of any such control system; the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal
controls which would adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the
Company’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly and adversely
affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. 

(ee) Compliance with Environmental Laws. Except as disclosed in the Offering Memorandum and as would not, individually or in the
aggregate, result in a Material Adverse Change: (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of
chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, without limitation, noncompliance with any permits or other governmental
authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or non-

  
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compliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group,
employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority with respect to which the
Company has been served or notified, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental
responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at
any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened
against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iii) to the best
of the Company’s and the Guarantors’ knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any
Material of Environmental Concern, that would result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any
Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law. 

(ff) Periodic Review of Costs of Environmental Compliance. In the ordinary course of its business, the Company conducts a periodic
review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties).
On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change. 

(gg) ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee
Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries or their ERISA
Affiliates (as defined below) are in compliance with ERISA, except for non-compliance that would not, individually or in the aggregate, result in a Material Adverse Change and, to the knowledge of the Company and the Guarantors, each
“multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance with ERISA, except for non-compliance that would
not, individually or in the aggregate, result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414 of the Internal
Revenue Code of 1986 (as amended, the “Code,” which term, as used 

  
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herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has
occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, except for such reportable event which would not result in
a Material Adverse Change. No “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were
terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that would result in a Material Adverse Change. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably
expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee
benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure
to act, which would cause the loss of such qualification. 
 (hh) Compliance with Labor Laws. Except as would not,
individually or in the aggregate, result in a Material Adverse Change, (i) there is (A) no unfair labor practice complaint pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened against the Company or
any of its subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending, or to the best of the Company’s and the Guarantors’ knowledge,
threatened, against the Company or any of its subsidiaries, (B) no strike, labor dispute, slowdown or stoppage pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened against the Company or any of its
subsidiaries and (C) no union representation question existing with respect to the employees of the Company or any of its subsidiaries and, to the best of the Company’s and the Guarantors’ knowledge, no union organizing activities
taking place and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws. 

(ii) Related Party Transactions. Except as otherwise disclosed in the Offering Memorandum, there are no outstanding loans, advances
(except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any affiliate of the Company to or for the benefit of any of the officers or directors of the Company or any affiliate of the
Company or any of their respective family members. 
 (jj) No Unlawful Contributions or Other Payments. None of the
Company, its subsidiaries or, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries has taken any action, directly or indirectly, that would result in a
material violation by such persons of Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any other applicable anti-bribery statutes, including, without limitation, making use of the
mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any “foreign official” (as such term is defined 

  
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in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Company, its subsidiaries and have conducted
their businesses in compliance with the FCPA in all material respects and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. 

(kk) No Conflict with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the USA PATRIOT
Act, the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Guarantor with respect to the Money Laundering Laws is pending or, to the knowledge of the Company and the Guarantors,
threatened. 
 (ll) No Conflict with Sanctions Laws. None of the Company, any of its subsidiaries or, to the
knowledge of the Company and the Guarantors, any director, officer, agent or employee of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of
the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for
the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. 
 Any
certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to each Initial
Purchaser as to the matters set forth therein. 
 SECTION 2. Purchase, Sale and Delivery of the Securities.

 (a) The Securities. Each of the Company and the Guarantors agrees to issue and sell to the Initial Purchasers,
severally and not jointly, all of the Securities, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Guarantors the aggregate principal amount of Securities set forth opposite their names on Schedule
A, at a purchase price of 98.5% of the principal amount thereof payable on the Closing Date, in each case, on the basis of the representations, warranties and agreements herein contained, and upon the terms, subject to the conditions thereto,
herein set forth. 
 (b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased
by the Initial Purchasers and payment therefor shall be made at the offices of Cahill Gordon & Reindel LLP (or such other place as may be agreed to by the Company and Wells Fargo Securities, LLC) at 9:00 a.m. New York City
time, on April 16, 2012, or such later time and date as Wells Fargo Securities, LLC shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). 

  
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 (c) Delivery of the Securities. The Company shall deliver, or cause to be delivered,
to Wells Fargo Securities, LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase
price therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement, and shall be made available for inspection on the
business day preceding the Closing Date at a location in New York City, as Wells Fargo Securities, LLC may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the
obligations of the Initial Purchasers. 
 (d) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser
severally and not jointly represents and warrants to, and agrees with, the Company that: 
 (i) it will offer and
sell Securities only to (a) persons who it reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements of Rule 144A or
(b) upon the terms and conditions set forth in Annex I to this Agreement; 
 (ii) it is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act; and 
 (iii) it will not offer or sell Securities by, any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act.

 (e) Each of the Initial Purchasers understands that the Company, the Guarantors and, for purposes of the opinions to be
delivered to the Initial Purchasers pursuant to Section 5(c), counsel to the Company will rely upon the accuracy and truth of the foregoing representations, warranties and agreements and the Initial Purchasers hereby consent to such reliance.

 SECTION 3. Additional Covenants. Each of the Company and the Guarantors, jointly and severally, further covenants
and agrees with each Initial Purchaser as follows: 
 (a) Preparation of Final Offering Memorandum; Initial Purchasers’
Review of Proposed Amendments and Supplements and Company Additional Written Communications. As promptly as practicable following the Time of Sale and in any event not later than the second business day following the date hereof, the Company
will prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only by the information contained in the Pricing Supplement. The Company will not amend or
supplement the Preliminary Offering Memorandum, Pricing Supplement or the Offering Memorandum unless Wells Fargo Securities, LLC shall previously have been furnished a copy of the proposed amendment or supplement, and shall not have reasonably
objected to 

  
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 such amendment or supplement. Before making, preparing, authorizing, approving or distributing any Company
Additional Written Communication, the Company and the Guarantors will furnish to Wells Fargo Securities, LLC a copy of such written communication for review and will not distribute any such written communication to which Wells Fargo Securities, LLC
reasonably objects. 
 (b) Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters.
If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package
to comply with law, the Company and the Guarantors will immediately notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the
Pricing Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that any of the
Pricing Disclosure Package will comply with all applicable law. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it
is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser,
not misleading, or if in the judgment of Wells Fargo Securities, LLC or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Guarantors agree to
promptly prepare (subject to Section 3(a) hereof), file with the Commission and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering
Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of Securities, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with all
applicable law. 
 Following the consummation of the Exchange Offer or the effectiveness of an applicable shelf registration
statement and for so long as the Securities are outstanding if, in the judgment of the Initial Purchasers, the Initial Purchasers or any of their affiliates (as such term is defined in the Securities Act) are required to deliver a prospectus in
connection with sales of, or market-making activities with respect to, the Securities, each of the Company and the Guarantors agree to periodically amend the applicable registration statement so that the information contained therein complies with
the requirements of Section 10 of the Securities Act, to amend the applicable registration statement or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information
provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
existing as of the date the prospectus is so delivered, not misleading and to provide the Initial Purchasers with copies of each amendment or supplement filed and such other documents as the Initial Purchasers may reasonably request. 

  
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 The Company and the Guarantors hereby expressly acknowledge that the indemnification and
contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, registration statement, prospectus, amendment or supplement referred to in this Section 3. 

(c) Copies of the Offering Memorandum. The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the
Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall have reasonably requested. 
 (d) Blue Sky Compliance. Each of the Company and the Guarantors shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify or register (or to obtain exemptions
from qualifying or registering) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions reasonably designated by the Initial
Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. None of the Company or any of the Guarantors shall be required to
qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company
will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or known threat of any
proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company and the Guarantors shall use its reasonable best efforts to obtain the withdrawal thereof as
soon as reasonably practicable. 
 (e) Use of Proceeds. The Company shall apply the net proceeds from the sale of the
Securities sold by it in the manner described under the caption “Use of Proceeds” in the Pricing Disclosure Package. 

(f) The Depositary. The Company will cooperate with the Initial Purchasers and use its reasonable best efforts to permit the
Securities to be eligible for clearance and settlement through the facilities of the Depositary. 
 (g) Additional Issuer
Information. Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission and the NYSE all reports and documents required to
be filed under Section 13 or 15 of the Exchange Act. Additionally, at any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of the Securities,
the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information (“Additional Issuer Information”) satisfying the requirements of
Rule 144A(d)(4). 

  
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 (h) Agreement Not To Offer or Sell Additional Securities. During the period of 180
days following the date hereof, the Company will not, without the prior written consent of Wells Fargo Securities, LLC (which consent may be withheld at the sole discretion of Wells Fargo Securities, LLC), directly or indirectly, sell, offer to
sell, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file
any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company (other than as contemplated by this Agreement and to register the
Exchange Securities). 
 (i) Future Reports to the Initial Purchasers. At any time when the Company is not subject to
Section 13 or 15 of the Exchange Act and any Securities or Exchange Securities remain outstanding, the Company will furnish to Wells Fargo Securities, LLC: (i) as soon as reasonably practicable after the end of each fiscal year, copies of
the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s
independent public or certified public accountants; (ii) as soon as reasonably practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other
report filed by the Company with the Commission, the NYSE or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock or debt securities
(including the holders of the Securities), if, in each case, such documents are not filed with the Commission within the time periods specified by the Commission’s rules and regulations under Section 13 or 15 of the Exchange Act.

 (j) No Integration. The Company and the Guarantors agree that they will not and will cause their Affiliates not to make
any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of
the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from
the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise. 
 (k) No Restricted Resales. During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act)
to resell any of the Notes which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. 
 (l) Legended Securities. Each certificate for a Security will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the
other terms stated in the Preliminary Offering Memorandum. 

  
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 Wells Fargo Securities, LLC, on behalf of the several Initial Purchasers, may, in its sole
discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance. 
 SECTION 4. Payment of Expenses. Each of the Company and the Guarantors, jointly and severally, agrees to pay all costs, fees and expenses incurred in connection with the performance of its
obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs),
(ii) all necessary issue, transfer and other stamp, excise or similar taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Company’s and the Guarantors’
counsel, independent registered public accounting firm and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Pricing Disclosure Package and the Final
Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement and the Securities, (v) all filing fees,
attorneys’ fees and expenses incurred by the Company, the Guarantors or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities
for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or other jurisdictions reasonably designated by the Initial Purchasers (including, without limitation, the cost of preparing, printing
and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Pricing Disclosure Package or the Final Offering Memorandum) and advising the Initial Purchasers of such qualifications, registrations and
exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any fees payable in connection with
the rating of the Securities or the Exchange Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the Financial
Industry Regulatory Authority (“FINRA”), if any, of the terms of the sale of the Securities or the Exchange Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company and the Guarantors
in connection with approval of the Securities by the Depositary for “book-entry” transfer, and the performance by the Company and the Guarantors of their respective other obligations under this Agreement and (x) all of the expenses of
the representatives of the Company and the Guarantors incident to the “road show” for the offering of the Securities, including costs related to the use of the Company’s aircraft. Except as provided in this Section 4 and
Sections 6, 8 and 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel and the expenses of the representatives of the Initial Purchasers incident to the “road show” for
the offering of the Securities. 
 SECTION 5. Conditions of the Obligations of the Initial Purchasers. The
obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set
forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:


  
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 (a) Accountants’ Comfort Letter. On the date hereof, the Initial Purchasers
shall have received from PricewaterhouseCoopers LLP, independent public or certified public accountants for the Company, a “comfort letter” dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory to
the Initial Purchasers, with respect to the financial statements and certain financial information contained in the Offering Memorandum covering the financial information in the Preliminary Offering Memorandum and the Pricing Supplement and other
customary matters. In addition, on the Closing Date, the Initial Purchasers shall have received from such accountants, a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in form and substance
satisfactory to the Initial Purchasers, in the form of the “comfort letter” delivered on the date hereof, except that procedures shall be brought down to a date no more than 3 business days prior to the Closing Date. 

(b) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the
Closing Date: 
 (i) in the judgment of the Initial Purchasers there shall not have occurred any Material Adverse
Change; and 
 (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any
intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities or indebtedness of the Company or any of its subsidiaries by any
“nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act. 
 (c) Opinion and 10b-5 Letter of Counsel for the Company.  

(i) On the Closing Date, the Initial Purchasers shall have received the favorable opinion and 10b-5 letter of McDermott
Will & Emery LLP, counsel for the Company and the Guarantors, dated as of such Closing Date, the form of which is attached as Exhibit A. 
 (ii) On the Closing Date, the Initial Purchasers shall have received the favorable opinion of Quarles & Brady LLP, special Wisconsin counsel for the Company, dated as of such Closing Date, in
form and substance reasonably satisfactory to the Initial Purchasers. 
 (iii) On the Closing Date, the Initial
Purchasers shall have received the favorable opinion of Williams & Associates Law Firm, PC, special Indiana counsel for Engineered Solutions, L.P., dated as of such Closing Date, in form and substance reasonably satisfactory to the Initial
Purchasers. 

  
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 (d) Opinion and 10b-5 Letter of Counsel for the Initial Purchasers. On the Closing
Date the Initial Purchasers shall have received the favorable opinion and 10b-5 letter of Cahill Gordon & Reindel LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be
reasonably requested by the Initial Purchasers. 
 (e) Officers’ Certificate. On the Closing Date the Initial
Purchasers shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or Vice President of the Company and each Guarantor and the Chief Financial Officer or Chief Accounting Officer of the Company and
each Guarantor, dated as of the Closing Date, to the effect set forth in Section 5(b)(ii) hereof, and further to the effect that: 
 (i) for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change; 

(ii) the representations, warranties and covenants of the Company and the Guarantors set forth in Section 1 hereof
were true and correct as of the date hereof and are true and correct as of the Closing Date with the same force and effect as though expressly made on and as of the Closing Date; and 

(iii) each of the Company and each Guarantor has complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing Date. 
 (f) DTC. The Securities shall be eligible for
clearance and settlement through DTC. 
 (g) Registration Rights Agreement. The Company shall have entered into the
Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof. 
 (h) Additional
Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon
the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. 

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Initial Purchasers by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8 and 9 hereof shall at all
times be effective and shall survive such termination. 
 SECTION 6. Reimbursement of Initial Purchasers’ Expenses.
If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any
re-

  
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fusal, inability or failure on the part of any of the Company or the Guarantors to perform any agreement herein or to comply with any provision hereof (other than as a result as a breach of this
Agreement by an Initial Purchaser), the Company agrees to reimburse the Initial Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed
purchase and the offering and sale of the Securities, including, without limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. 

SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company and each of
the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities: 
 (A) Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or
sale shall only be made to (i) persons whom the offeror or seller reasonably believes to be Qualified Institutional Buyers or (ii) non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and
sales of the Securities may be made in reliance upon Regulation S upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof. 

(B) No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used
in the United States in connection with the offering of the Securities. 
 (C) Upon original issuance by the
Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Securities)
shall bear the following legend: 
 “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR 

  
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OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.” 

Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial
Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or
transfer of any Security by a Subsequent Purchaser or a subsequent transferee. 
 SECTION 8. Indemnification.

 (a) Indemnification of the Initial Purchasers. Each of the Company and the Guarantors, jointly and severally, agrees to
indemnify and hold harmless each Initial Purchaser, its affiliates, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss,
claim, damage, liability or expense, as incurred, to which such Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, or at common law or otherwise 

  
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(including in settlement of any litigation, if such settlement is effected in accordance with Section 8(d) of this Agreement, if applicable), insofar as such loss, claim, damage, liability
or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement,
any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; or (ii) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby,
and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company shall not be liable under this clause (ii) to
the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial
Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of
counsel chosen by Wells Fargo Securities, LLC) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based
upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers through Wells Fargo Securities, LLC expressly
for use in the Pricing Disclosure Package, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to
any liabilities that the Company and the Guarantors may otherwise have. 
 (b) Indemnification of the Company and the
Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the
meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor or any such director or controlling person may become subject, under the Securities Act, the
Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 8(d) of this Agreement, as applicable),
insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering
Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary in order to make the statements 

  
 -25-









 
therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by the Initial
Purchasers through Wells Fargo Securities, LLC expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel)
as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.
Each of the Company and the Guarantors hereby acknowledges that the only information that the Initial Purchasers have furnished to the Company expressly for use in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or
supplement thereto) are the statements set forth in the (x) third paragraph and (y) second sentence of the seventh paragraph, in each case, under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the
Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have. 
 (c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party for contribution or otherwise than in this Section 8 to the extent it is not materially prejudiced as a proximate result of such failure. In case any such action is brought against
any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying
parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party;
provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party
and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the indemnifying 

  
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party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (Wells Fargo Securities, LLC in the case of
Sections 8(b) and 9 hereof), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. 
 (d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c),
the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid
request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which
any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.

 SECTION 9. Contribution. If the indemnification provided for in Section 8 hereof is for any reason held to
be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or
payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection
with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective


  
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proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, and the total discount received by the
Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the
Company and the Guarantors, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or inaccuracy.

 The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth in Section 8 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set
forth in Section 8 hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any
action for which notice has been given under Section 8 hereof for purposes of indemnification. 
 The Company, the
Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9. 
 Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the discount received by such Initial Purchaser in connection with the
Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this
Section 9, each affiliate, director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as such Initial Purchaser, and each director of the Company or any Guarantor, and each person, if any, who controls the Company or any Guarantor with the meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as the Company and the Guarantors. 
 SECTION 10. Termination of this Agreement. Prior to the Closing
Date, this Agreement may be terminated by Wells Fargo Securities, LLC, on behalf of the Initial Purchasers, by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been
suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, 

  
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or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have
been declared by any of federal, New York or Wisconsin authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States’ or
international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is
material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of
securities; (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such
character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this
Section 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to
Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such
termination. 
 SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities,
agreements, representations, warranties and other statements of the Company, the Guarantors, their respective officers and the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Initial Purchaser, the Company, any Guarantor or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the
Securities sold hereunder and any termination of this Agreement. 
 SECTION 12. Notices. All communications
hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows: 
 If to the Initial Purchasers: 
 Wells Fargo Securities, LLC 

301 South College Street 
 Charlotte, North Carolina 28288-0604 
 Facsimile: (704) 383-0550 

Attention: John Gregory 
 with a copy to: 
 Cahill Gordon & Reindel LLP 

80 Pine Street 

  
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 New York, New York 10005 

Facsimile: (212) 378-2169 
 Attention: James J. Clark, Esq. 
 If to the Company: 

Actuant Corporation 
 N86 W12500 Westbrook Crossing 
 Menomonee Falls, WI 53051 

Facsimile: (262) 790-6820 
 Attention: Andy Lampereur 
 with a copy to: 

McDermott Will & Emery LLP 
 227 West Monroe Street 
 Chicago, IL 60606 

Facsimile: (312) 984-7700 
 Attention: Helen R. Friedli, Esq. 
 Any party hereto may change the address or
facsimile number for receipt of communications by giving written notice to the others. 
 SECTION 13. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 16 hereof, and to the benefit of the indemnified parties referred to in Sections 8 and
9 hereof, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any Subsequent Purchaser or other purchaser of the Securities from any of the
Initial Purchasers merely by reason of such purchase. 
 SECTION 14. Partial Unenforceability. The invalidity or
unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 
 SECTION 15. Governing Law Provisions. THIS AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. 

  
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 (a) Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or
based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New
York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the
enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such
party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in
the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. 

SECTION 16. Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers
shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to
purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective
names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the
non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on the Closing Date. If any one or more of the Initial Purchasers shall fail or
refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial
Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 8 and
9 hereof shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven
days in order that the required changes, if any, to the Final Offering Memorandum or any other documents or arrangements may be effected. 
 As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16. Any action taken under
this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. 
 SECTION 17. No Advisory or Fiduciary Responsibility. Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this
Agreement, including the determination of the offering price of the Securities and any related 

  
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discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Initial Purchasers, on the other hand, and the
Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby
and the process leading to such transaction each Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Guarantors or their affiliates, stockholders, creditors or employees or any other
party; (iii) no Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto
(irrespective of whether such Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) or any other obligation to the Company and the Guarantors except the obligations expressly set forth in this
Agreement; (iv) the several Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Initial
Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering
contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. 
 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the
subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or
alleged breach of fiduciary duty. 
 SECTION 18. General Provisions. This Agreement constitutes the entire agreement
of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts,
each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may be executed and delivered by facsimile transmission or electronic transmission (e.g., pdf file),
and a facsimile or electronic transmission of this Agreement or of a signature of a party will be effective as an original. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein
(express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this
Agreement. 
 SECTION 19. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company and the Guarantors, which information may include the
name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients. 

  
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 If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. 

 

			
	Very truly yours,
	
	ACTUANT CORPORATION
		
	By:	 	/s/ Andrew G. Lampereur
		 	Name: Andrew G. Lampereur
		 	 Title: Executive Vice President &
 Chief Financial Officer




  
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	 GUARANTORS:
  

ACME ELECTRIC, LLC
 ACTUANT ELECTRICAL,
INC.
 ACTUANT HOLDINGS, LLC
 ACTUANT
INTERNATIONAL
 HOLDINGS, INC.
 APPLIED
POWER INVESTMENTS II, INC.
 B.W. ELLIOTT MANUFACTURING
 CO., LLC
 CORTLAND COMPANY, INC.
 GB TOOLS & SUPPLIES, LLC
 HYDRATIGHT OPERATIONS, INC.

MAXIMA HOLDING COMPANY, INC.
 MAXIMA HOLDINGS
– EUROPE, INC.
 MAXIMA TECHNOLOGIES &
 SYSTEMS, LLC
 PRECISION SURE-LOCK, INC.
 PSL HOLDINGS, INC.
 SANLO, INC.
 TEMPLETON, KENLY & CO., INC.
 VERSA TECHNOLOGIES, INC.

		
	By:	 	/s/ Andrew G. Lampereur
		 	Name: Andrew G. Lampereur
		 	Title: Vice President


  

			
	ENGINEERED SOLUTIONS, L.P.
	
	By: Versa Technologies, Inc., its general partner
		
	By:	 	/s/ Andrew G. Lampereur
		 	Name: Andrew G. Lampereur
		 	Title: Vice President



  
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 The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers
as of the date first above written. 
 WELLS FARGO SECURITIES, LLC 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 
 J.P. MORGAN SECURITIES LLC

 CITIGROUP GLOBAL MARKETS INC. 
 RBC
CAPITAL MARKETS, LLC 
 BMO CAPITAL MARKETS CORP. 
 SUNTRUST ROBINSON HUMPHREY, INC. 
  

			
	
	BY:	 	Wells Fargo Securities, LLC
		
	By:	 	/s/ Scott Joyce
		 	Name: Scott Joyce
		 	Title: Managing Director


  
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 SCHEDULE A 

 

					
	 Initial Purchasers
	  	Aggregate Principal
Amount 
of Securities
to be Purchased	 
	 Wells Fargo Securities, LLC
	  	$	90,000,000	  
	 Merrill Lynch, Pierce, Fenner & Smith Incorporated
	  	 	60,000,000	  
	 J.P. Morgan Securities LLC
	  	 	60,000,000	  
	 Citigroup Global Markets Inc.
	  	 	30,000,000	  
	 RBC Capital Markets, LLC
	  	 	30,000,000	  
	 BMO Capital Markets Corp
	  	 	15,000,000	  
	 SunTrust Robinson Humphrey, Inc.
	  	 	15,000,000	  
		  	  
	  
	 
	 Total
	  	$	300,000,000	  


  
 Sched A-1









 SCHEDULE B 
 GUARANTORS 
 Acme Electric, LLC 
 Actuant Electrical, Inc. 
 Actuant Holdings, LLC 

Actuant International Holdings, Inc. 
 Applied
Power Investments II, Inc. 
 B.W. Elliott Manufacturing Co., LLC 
 Cortland Company, Inc. 
 Engineered Solutions, L.P. 

GB Tools & Supplies, LLC 
 Hydratight
Operations, Inc. 
 Maxima Holding Company, Inc. 
 Maxima Holdings – Europe, Inc. 
 Maxima Technologies & Systems, LLC 

Precision Sure-Lock, Inc. 
 PSL Holdings, Inc.

 Sanlo, Inc. 
 Templeton,
Kenly & Co., Inc. 
 Versa Technologies, Inc. 

  
 Sched B-1









 EXHIBIT A 
 Opinion of counsel for the Company to be delivered pursuant to Section 5 of the Purchase Agreement. 
 (i) Each Opinion Guarantor is validly existing and in good standing under the laws of the jurisdiction of its formation and has corporate or limited liability company power and authority to enter into and
perform its obligations under the Documents. 
 (ii) The Purchase Agreement (i) in the case of the Opinion
Guarantors, has been duly authorized, executed and delivered by, and is a valid and binding agreement of each Opinion Guarantor, enforceable against each Opinion Guarantor in accordance with its respective terms and (ii) in the case of the
Company and each Non-Opinion Guarantor, has been duly delivered by and is a valid and binding agreement of the Company and each Non-Opinion Guarantor, enforceable against the Company and each Non-Opinion Guarantor in accordance with its respective
terms. 
 (iii) The Registration Rights Agreement (i) in the case of the Opinion Guarantors, has been duly
authorized, executed and delivered by, and is a valid and binding agreement of each Opinion Guarantor, enforceable against each Opinion Guarantor in accordance with its respective terms and (ii) in the case of the Company and each Non-Opinion
Guarantor, has been duly delivered by and is a valid and binding agreement of the Company and each Non-Opinion Guarantor, enforceable against the Company and each Non-Opinion Guarantor in accordance with its respective terms. 

(iv) The DTC Agreement is a valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms. 
 (v) The Indenture (i) in the case of the Opinion Guarantors, has been duly authorized,
executed and delivered by each Opinion Guarantor and constitutes a valid and binding agreement of each Opinion Guarantor, enforceable against each Opinion Guarantor in accordance with its terms and (ii) in the case of the Company and each
Non-Opinion Guarantor, has been duly delivered by and constitutes a valid and binding agreement of the Company and each Non-Opinion Guarantor, enforceable against the Company and each Non-Opinion Guarantor in accordance with its terms. 

(vi) The Notes are in the form contemplated by the Indenture and, when executed by the Company and authenticated by the
Trustee in the manner provided in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 

(vii) The Exchange Notes, when issued and authenticated in accordance with the terms of the Indenture, the Registration
Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 

  
 Exhibit A-1









 (viii) The Guarantee and the Exchange Guarantee are in the forms
contemplated by the Indenture and (i) in the case of the Opinion Guarantors, have been duly authorized for issuance and delivery pursuant to the Purchase Agreement and the Indenture and, in the case of the Guarantee at the Closing Date, has
been duly executed by each of the Opinion Guarantors and, when the Securities have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute the valid and binding
agreements of the Opinion Guarantors, enforceable in accordance with their terms and (ii) in the case of the Guarantee of the Non-Opinion Guarantors at the Closing Date, when the Securities haves have been authenticated in the manner provided
for in the Indenture and delivered against payment of the purchase price therefore, will constitute the valid and binding agreements of the Non-Opinion Guarantors, enforceable in accordance with their terms. 

(ix) The Securities and the Indenture conform in all material respects to the descriptions thereof under the caption
“Description of Notes” contained in the Pricing Disclosure Package and the Final Offering Memorandum. 

(x) The documents incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum (other
than the financial statements, schedules, or other financial data included therein or omitted therefrom, as to which we express no opinion), when they were filed with the Commission, appeared on their face to be appropriately responsive in all
material respects to the requirements of the Exchange Act. 
 (xi) The statements in the Pricing Disclosure
Package and the Final Offering Memorandum under the caption “Certain United States Federal Income Tax Considerations” insofar as they purport to describe provisions or law or legal conclusions referred to therein are accurate in all
material respects. 
 (xii) The statements in the Pricing Disclosure Package and the Final Offering Memorandum
under the caption “Exchange Offer; Registration Rights,” insofar as such statements constitute summaries of the Registration Rights Agreement, are accurate in all material respects. 

(xiii) No consent, approval, authorization or other order of, or registration or filing with, any court or other
governmental or regulatory authority or agency of the United States or the States of New York, Illinois or Texas or, in the case of Opinion Guarantors organized in Delaware, pursuant to the General Corporation Law or Limited Liability Company Act of
the State of Delaware, is required for the Issuers’ execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the DTC Agreement or the Indenture, or the issuance and delivery of the Securities or the
Exchange Securities, or consummation of the transactions contemplated thereby and by the Pricing Disclosure Package and the Final Offering Memorandum, except as may be required under applicable state securities or blue sky laws in connection with
the purchase and distribution of the Securities by the Initial Purchasers (as to which we express no opinion) and except such as may be required by federal and state securities laws with respect to the Company’s obligations under the
Registration Rights Agreement. 

  
 Exhibit A-2









 (xiv) The execution and delivery of the Purchase Agreement, the Registration
Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture by the Issuers party thereto and the performance by the Issuers of their obligations thereunder: (i) in the case of the Opinion Guarantors, will not
result in any violation of the provisions of the charter or by-laws of the Opinion Guarantors; (ii) in the case of the Opinion Guarantors organized in Delaware, will not result in any violation of the provisions of the General Corporation Law
or Limited Liability Company Act of the State of Delaware, (iii) will not constitute a breach of, or Default, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, any agreement that is filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2011; or (iv) to our knowledge, will not result in any violation of any statute of
the United States or the States of New York, Illinois or Texas applicable to the Issuers or any rule or regulation of any agency of the United States federal government or the States of New York, Illinois or Texas applicable to the Issuers.

 (xv) The Company is not, and, after giving effect to the offering and sale of Securities and the application
of proceeds thereof as described in the Pricing Disclosure Package and the Final Offering Memorandum, will not be required to register as an “investment company” within the meaning of the Investment Company Act. 

(xvi) No registration under the Securities Act of the Notes or the Guarantees is required in connection with the sale of
the Notes or the Guarantees to the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Final Offering Memorandum or in connection with the initial resale of the Securities by the Initial Purchasers in the manner
contemplated by the Purchase Agreement and the Final Offering Memorandum, and, prior to the commencement of the Exchange Offer (as defined in the Registration Rights Agreement) or the effectiveness of a Shelf Registration Statement (as defined in
the Registration Rights Agreement) with respect to the Securities, the Indenture is not required to be qualified under the Trust Indenture Act, in each case assuming (i) the accuracy and completeness of the Initial Purchasers’
representations set forth in the Purchase Agreement, and those of the Company and the Guarantors, set forth in the Purchase Agreement regarding, among other things, the absence of a general solicitation in connection with the sale of such Securities
to the Initial Purchasers and the initial resales thereof, and (ii) the compliance with the covenants and procedures set forth in the Purchase Agreement by the Initial Purchasers, the Company and the Guarantors, including with respect to the
manner in which the Securities are sold to the Initial Purchasers and initially resold by the Initial Purchasers (it being understood that we express no opinion as to any subsequent resales of the Securities). 

  
 Exhibit A-3









 ANNEX I 
 Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that: 
 Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a
distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto
and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any
advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such
advertisements as are permitted by and include the statements required by Regulation S. 
 Such Initial Purchaser agrees
that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it
will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: 

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the
date the Securities were first offered to persons other than distributors in reliance upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A
under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on
Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms
used above have the meanings assigned to them in Regulation S under the Securities Act.” 

  
 Annex I-1









 ANNEX II 
 [Attached] 

  
 Annex II-1










			
	 PRICING SUPPLEMENT
	  	STRICTLY CONFIDENTIAL

 $300,000,000 
 ACTUANT CORPORATION 
 5.625% Senior Notes due 2022 

April 2, 2012 

 
 Pricing Supplement dated April 2, 2012 to
the Preliminary Offering Memorandum of Actuant Corporation dated April 2, 2012 
 This Pricing Supplement is qualified in its entirety
by reference to the Preliminary Offering Memorandum. Capitalized terms used below have the meanings given in the Preliminary Offering Memorandum. 
 The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the
information in the Preliminary Offering Memorandum. Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. 

The notes have not been registered under the Securities Act and are being offered only to (1) “qualified institutional buyers” as defined
in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. 
  

			
	 Issuer:
	  	Actuant Corporation
	 Security Description:
	  	5.625% Senior Notes due 2022
	 Distribution:
	  	144A/Regulation S with registration rights as set forth in the Preliminary Offering Memorandum
		
	 Principal Amount:
	  	$300,000,000, which represents an increase of $50,000,000 from the amount reflected in the Preliminary Offering Memorandum
	 Gross Proceeds:
	  	$300,000,000
	 Coupon:
	  	5.625%
	 Maturity:
	  	June 15, 2022
	 Offering Price:
	  	100.000%
	 Yield to Maturity:
	  	5.625%
	Spread to Benchmark Treasury:	  	+343 basis points
	 Benchmark Treasury:
	  	UST 2.000% due 2/15/2022
	 Interest Payment Dates:
	  	June 15 and December 15
	 Record Dates:
	  	June 1 and December 1


  
 Annex II-2










			
	 First Interest Payment Date:
	  	June 15, 2012
	 Trade Date:
	  	April 2, 2012
	 Settlement Date:
	  	April 16, 2012 (T+10)
	Optional Redemption Call Schedule:	  	

  

					
	 Year
	  	Percentage	 
	 June 15, 2017
	  	 	102.813	% 
	 June 15, 2018
	  	 	101.875	% 
	 June 15, 2019
	  	 	100.938	% 
	 June 15, 2020 and thereafter
	  	 	100.000	% 

  

			
	 Make-Whole Amount:
	  	Make-whole call prior to June 15, 2017 at T+50 bps, as described in the Preliminary Offering Memorandum.
		
	 Equity Claw:
	  	Up to 35% prior to June 15, 2015 at 105.625% of the principal amount of the notes.
		
	 Identification Numbers:
	  	 144A: CUSIP: 00508X AE4
 ISIN: US00508XAE40

		
		  	 Reg S: CUSIP: U00599 AB3
 ISIN: USU00599AB31

		
	 Denominations:
	  	2,000 x 1,000
		
	 Initial Purchasers:
	  	Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC, BMO
Capital Markets Corp. and SunTrust Robinson Humphrey, Inc
		
	Changes from the Preliminary Offering Memorandum:	  	 In addition to the pricing information set forth above, the Preliminary Offering Memorandum will be updated to reflect the following
(and other information is deemed to have changed to the extent affected thereby):
  
 Pro Forma Debt as of November 30, 2011 (p. 9, 19 and 35)
  
 As of November 30, 2011, after giving pro forma effect to this offering and the use of net proceeds therefrom, Actuant Corporation and the guarantors would have had approximately $580.3 million of total
debt, $162.7 million of debt outstanding under our senior credit facility and $535.9 million of revolver availability.
  
 Summary Consolidated Financial Data (p. 12)



  
 Annex II-3










					
	Financial Ratios:	  	 	 
	 Adjusted EBITDA to interest expense
	  	 	8.1	  
	 Total debt to Adjusted EBITDA
	  	 	2.2	  
	 Total debt (excluding the Convertible Notes) to Adjusted EBITDA
	  	 	1.8	  

 Use of Proceeds (p. 24): 
 We estimate that we will receive net proceeds from the sale of the notes (after deducting discounts and commissions received by the initial purchasers and payment of related transaction expenses) of
approximately $294.8 million. 
 We will use the net proceeds from this offering to fund the tender offer and consent solicitation for, or the
redemption by us of, as applicable, our Existing Senior Notes, to pay fees and expenses related to the tender offer and consent solicitation and this offering and for general corporate purposes. 

The Existing Senior Notes consist of $250.0 million of 6.875% Senior Notes and were issued on June 12, 2007. The Existing Senior Notes were issued
at a price of 99.607% to yield 6.93%, and require no principal installments prior to their June 15, 2017 maturity. Semiannual interest payments on the Existing Senior Notes are due in December and June of each year. 

Capitalization (p. 25): 
 The following changes
are made to the “As Adjusted” and “As Further Adjusted” columns of the Capitalization Table. 
  

									
	 	  	As of November 30, 2011 (unaudited)	 
	 	  	As Adjusted	 	  	As Further Adjusted	 
	 Cash and cash equivalents
	  	$	82,329	  	  	$	72,292	  
		  	  
	  
	 	  	  
	  
	 
	 Notes offered hereby
	  	$	300,000	  	  	$	300,000	  
	 Total debt
	  	$	580,291	  	  	$	462,700	  
		  	  
	  
	 	  	  
	  
	 
	 Total capitalization
	  	$	1,486,817	  	  	$	1,514,744	  
		  	  
	  
	 	  	  
	  
	 


  
 Annex II-4