Amendment No.19 to Receivables Purchase Agreement



 Exhibit 10.15 
 AMENDMENT #19 TO RECEIVABLES PURCHASE AGREEMENT 
 THIS AMENDMENT #19 (this
“Amendment”), dated as of December 11, 2008 is entered into by and among: 
 (a) Actuant
Receivables Corporation, a Nevada corporation (“Seller”), 
 (b) Actuant Corporation, a Wisconsin corporation
(“Parent”), as initial Servicer, 
 (c) Variable Funding Capital Company LLC (as assignee of Blue Ridge Asset Funding
Corporation, a Delaware corporation) (“VFCC”), and 
 (d) Wachovia Bank, National Association, as agent for VFCC and
its assigns under the Transaction Documents and under the Liquidity Agreement (together with its successors and assigns in such capacity, the “Agent”), 
 with respect to the Receivables Purchase Agreement dated as of May 30, 2001 by and among the Seller, Parent, VFCC and Agent (as amended, restated or otherwise modified from time to time, the “Existing
Agreement”). Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Existing Agreement. 
 PRELIMINARY STATEMENT 
 Each of the parties wishes to amend the Existing
Agreement on the terms and subject to the conditions hereinafter set forth. 
 NOW, THEREFORE, in consideration of the
foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Amendment. The definition of “Purchase Limit” contained in Exhibit I to the Existing Agreement is hereby amended
and restated to read as follows: 
 ““Purchase Limit” means $60,000,000.” 
 Section 2. Representations. In order to induce the other parties hereto to consent to this Amendment, Seller hereby confirms that, as of the
date of this Amendment: 
 (a) the representations and warranties set forth in Section 5.1 of the Existing Agreement are
true and correct on and as of the date of this Amendment as though made on the date hereof; 
 (b) no event has occurred and
is continuing that will constitute an Amortization Event or an Unmatured Amortization Event; and 
 (c) the Aggregate Invested
Amount does not exceed the Purchase Limit and the aggregate Receivable Interests do not exceed 100%. 







 Section 3. Conditions Precedent. This Amendment shall become effective as of the date first
above written upon the receipt by the Agent of counterparts hereof, duly executed by each of the parties hereto. 
 Section 4.
Miscellaneous. 
 4.1. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND
NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. 
 4.2. CONSENT TO JURISDICTION. EACH PARTY TO THIS AMENDMENT HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE EXISTING AGREEMENT AS AMENDED HEREBY OR ANY
DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AMENDMENT OR THE EXISTING AGREEMENT AS AMENDED HEREBY, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR
ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR THE EXISTING AGREEMENT AS AMENDED HEREBY OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AMENDMENT OR THE EXISTING AGREEMENT AS AMENDED
HEREBY SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS. 
 4.3. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR THE EXISTING AGREEMENT AS AMENDED HEREBY, ANY
DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AMENDMENT OR THE EXISTING AGREEMENT AS AMENDED HEREBY OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. 
 4.4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which when taken together shall constitute one and the same Agreement. 
  

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 4.5. Reference to and Effect on Existing Agreement. Except as specifically modified above, the
Existing Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of Agent under the Existing Agreement or any other Transaction Documents, nor constitute a waiver of any provision of the Existing Agreement or any other Transaction Documents, except as specifically set forth herein. 
 <signature pages follow> 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers or attorneys-in-fact as of the date hereof. 
  

			
	ACTUANT RECEIVABLES CORPORATION
		
	By:	 	/s/ Patrick C. Dorn
	Name:	 	Patrick C. Dorn
	Title:	 	President

  

							
		  	Address:	  	3993 Howard Hughes Pkwy.
		  		  	Suite 100
		  		  	Las Vegas, Nevada 89169
				
		  		  	Attn:	  	Pat Dorn
				
		  		  	Phone:	  	(702) 691-2210
		  		  	Fax:	  	(702) 691-2236

  

			
	ACTUANT CORPORATION
		
	By:	 	/s/ Terry M. Braatz
	Name:	 	Terry M. Braatz
	Title:	 	Treasurer

  

							
		  	Address:	  	3000 W Silver Spring Road
		  		  	Milwaukee, WI 53007
				
		  		  	Attn:	  	Terry M. Braatz
				
		  		  	Phone:	  	262-373-7437
		  		  	Fax:	  	262-790-6820

 [Signature Page to Amendment No. 19 to Receivables Purchase Agreement] 








					
	VARIABLE FUNDING CAPITAL COMPANY LLC
		
	BY:	 	WACHOVIA CAPITAL MARKETS LLC., ITS ATTORNEY-IN-FACT
		
	By:	 	/s/ Douglas R. Wilson, Sr.
		 	Name:	 	Douglas R. Wilson, Sr.
		 	Title:	 	Director
	
	WACHOVIA BANK, NATIONAL ASSOCIATION, AS A LIQUIDITY BANK AND AS
AGENT
		
	By:	 	/s/ Michael J. Landry
	Name:	 	Michael J. Landry
	Title:	 	Vice President

 [Signature Page to Amendment No. 19 to Receivables Purchase Agreement]