This excerpt taken from the ATU 8-K filed Jan 3, 2005.



Dated [                    ]


Reference is made to the Amended and Restated Credit Agreement dated as of December 22, 2004 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Actuant Corporation, a Wisconsin corporation (the “Borrower”), the financial institutions party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Illinois)), as administrative agent and contractual representative for the Lenders (in such capacity, the “Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.


Pursuant to Section [2.2(b)] [2.5(c)] of the Credit Agreement, the Borrower has requested an increase in the Aggregate [Term] [Revolving] Loan Commitment from $                     to $                    . Such increase in the Aggregate [Term] [Revolving] Loan Commitment is to become effective on the date (the “Effective Date”) which is the later of (i)             ,              and (ii) the date on which the conditions precedent set forth in Section [2.2(b)] [2.5(c)] in respect of such increase have been satisfied. In connection with such requested increase in the Aggregate [Term] [Revolving] Loan Commitment, the Borrower, the Agent and                      (the “Accepting Lender”) hereby agree as follows:


1. Effective as of the Effective Date, [the Accepting Lender shall become a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder and shall thereupon have a [Term] [Revolving] Loan Commitment under and for purposes of the Credit Agreement in an amount equal to the] [the [Term] [Revolving] Loan Commitment of the Accepting Lender under the Credit Agreement shall be increased from $                     to the] amount set forth opposite the Accepting Lender’s name on the signature page hereof.


[2. The Accepting Lender hereby (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance Agreement; (b) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes the Agent to take such action as contractual representative on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and (e) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Commitment and Acceptance, (iii) confirms that


EXH. F-1

none of the funds, monies, assets or other consideration to be used to make the loans contemplated hereunder are or will be “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA and (iv) attached as Schedule 1 to this Commitment and Acceptance is any documentation required to be delivered by the Accepting Lender with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by the Accepting Lender.]5


[3]. The Borrower hereby represents and warrants that as of the date hereof and as of the Effective Date, (a) all representations and warranties shall be true and correct in all material respects as though made on such date and (b) no event shall have occurred and then be continuing which constitutes a Default or an Unmatured Default.


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