First Omnibus Amendment to Receivables Sale Agreement



 Exhibit 4.1 
 EXECUTION COPY 
 FIRST OMNIBUS AMENDMENT 

This FIRST OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of April 18,
2011 among SOC SPV1, LLC, a Delaware limited liability company (“SOC SPV”), Snap-on Credit LLC, a Delaware limited liability company (“Snap-on Credit”) and JPMorgan Chase Bank, N.A. (“JPMorgan”).

 BACKGROUND 
 WHEREAS, Snap-on Credit, as seller, and SOC SPV, as purchaser, are party to a Receivables Sale Agreement, dated as of October 1, 2010 (the “Receivables Sale Agreement”);

 WHEREAS, JPMorgan, as program agent, administrative agent and committed lender, Falcon Asset
Securitization Company LLC, as conduit lender, SOC SPV, as borrower, and Snap-on Credit, as servicer, are party to a Loan and Servicing Agreement, dated as of October 1, 2010 (the “Loan and Servicing Agreement” and, together
with the Receivables Sale Agreement, the “Agreements”); and 
 WHEREAS, the parties to
the Agreements desire to amend the Agreements. 
 NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties hereto agree as follows: 
 SECTION 1. Defined Terms.
Capitalized definitional terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Receivables Sale Agreement or, with respect to any capitalized definitional term not defined in the Receivables
Sale Agreement, the Loan and Servicing Agreement. 
 SECTION 2. Amendment to the Agreements. The
Agreements are hereby amended as provided in this Section 2. 
 (i)
Section 1.01 of the Receivables Sale Agreement. Clause (e) of the definition of “Eligible Contract” in Section 1.01 of the Receivables Sale Agreement is hereby deleted in its entirety and replaced with the following:

 “(e) that is (i) deemed “current” or “prepaid” in accordance with the Credit and
Collection Policy and (ii) has not, at any time following February 1, 2011, been deemed anything other than “current” or “prepaid” at month end aging in accordance with the Credit and Collection policy.”

 (ii) Exhibit C-1 of the Loan and Servicing Agreement. Exhibit C-1 to the Loan and
Servicing Agreement is hereby deleted in its entirety and replaced with Annex 1 attached hereto. 
 First Omnibus Amendment








 SECTION 3. Effectiveness. This Amendment shall become effective as
of the date first written above; provided that each of the parties hereto shall have executed a counterpart of this Amendment. 
 SECTION 4. Binding Effect; Ratification. 

(a) The Agreements, as amended hereby, remains in full force and effect. Any reference to either of the
Agreements from and after the date hereof shall be deemed to refer to such Agreement as amended hereby, unless otherwise expressly stated. 
 (b) Except as expressly amended hereby, the Agreements shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. 

SECTION 5. Miscellaneous. 

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW). 

(b) The captions and headings used herein are for convenience of reference only and shall not affect the
interpretation hereof. 
 (c) This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 (d) Executed counterparts of this Amendment may be delivered electronically. 

[SIGNATURES FOLLOW] 

  

					
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 IN WITNESS WHEREOF, the parties hereto have caused this First Omnibus
Amendment to be duly executed by their respective officers as of the day and year first above written. 
  

			
	 SOC SPV1, LLC,
 as Purchaser and Borrower

		
	By:	 	/s/ Jeffrey F. Kostrzewa
	Name:	 	Jeffrey F. Kostrzewa
	Title:	 	Treasurer
	
	 SNAP-ON CREDIT LLC,
 as Seller and Servicer

		
	By:	 	/s/ Joseph J. Burger
	Name:	 	Joseph J. Burger
	Title:	 	President
	
	 JPMORGAN CHASE BANK, N.A.,
 as Program Agent, Administrative Agent and Committed Lender

		
	By:	 	/s/ Trisha Lesch
	Name:	 	Trisha Lesch
	Title:	 	Vice President



  

					
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 ANNEX 1 
 EXHIBIT C-1 
 FORM OF MONTHLY REPORT AFTER FIRST BORROWING DATE 





 

  

					
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