Exhibit 10.28 AMENDMENT #1 TO RECEIVABLES SALE AGREEMENT THIS AMENDMENT #1 (this "Amendment"), is dated as of November 30, 2001, is by and among Actuant Corporation, a Wisconsin corporation ("Parent"), Del City Wire Co., Inc., an Oklahoma corporation, GB Tools and Supplies, Inc., a Wisconsin corporation, Versa Technologies, Inc., a Delaware corporation, and Engineered Solutions, L.P., an Indiana limited partnership (each of the foregoing, an "Existing Originator" and collectively, the "Existing Originators"), Nielsen Hardware Corp., a Connecticut corporation ("Nielsen"), Actuant Receivables Corporation, a Nevada corporation ("Buyer"), and Wachovia Bank, N.A., as Agent (the "Agent"), and pertains to the Receivables Sale Agreement dated as of May 30, 2001 by and among Parent, the Existing Originators and Buyer (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 Existing Originators, Buyer and Nielsen wishes to amend the Existing Agreement to add Nielsen as an Originator thereunder and to add Versa Technologies, Inc.'s Milwaukee Cylinder Division's receivables to the definition of "Receivables", and the Agent is willing to consent to such amendments 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. Amendments. ---------- 1.1. Nielsen Hardware Corp, a Connecticut corporation ("Nielsen"), is hereby added as an Originator under the Existing Agreement; provided, however, that solely insofar as Nielsen is concerned: (a) any reference in the Existing Agreement to "the date hereof" or "the date of this Agreement" shall be deemed to be references to the date of this Amendment, and (b) the "Initial Cutoff Date" for Nielsen shall be deemed to be the Business Day preceding the date of this Amendment. 1.2. The definition of "Receivable" in the Existing Agreement is hereby amended and restated in its entirety to read as follows: "Receivable" means each Account owed to an Originator (at the times it arises, and before giving effect to any transfer or conveyance under the Agreement) or to Buyer (after giving effect to the transfers under the Agreement) including, without limitation, the obligation to pay any Finance Charges with respect thereto: provided, however, that with respect to Actuant Corporation, only an Account arising in connection with the sale of goods or the rendering of services by its Enerpac Division and Powerpacker Division shall be included in "Receivable" and with respect to Versa Technologies, Inc., only an Account arising in connection with the sale of goods or the rendering of services by its 1 Powergear Division or its Milwaukee Cylinder Division shall be included in "Receivable". Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided, further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless or whether the account debtor or such Originator treats such indebtedness, rights or obligations as a separate payment obligation. 1.3. Exhibit II to the Existing Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit II to this Amendment. 1.4. Exhibit III to the Existing Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit III to this Amendment. 1.5. Exhibit V to the Existing Agreement is hereby amended to add the copy of Nielsen's Credit and Collection Policy delivered pursuant to Schedule A to this Amendment. Section 2. Representations. In order to induce the other parties --------------- hereto to consent to this Amendment: (a) Nielsen hereby makes each of the representations and warranties set forth in Section 2.1 of the Existing Agreement, and (b) each of the Existing Originators hereby confirms that, as of the date of this Amendment, no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Section 3. Conditions Precedent. This Amendment shall become effective -------------------- as of the date first above written upon receipt by the Agent of (a) each of the documents listed on Schedule A hereto, each in form reasonably satisfactory to the Agent, and (b) a fully-earned and non-refundable amendment fee of $20,000 in immediately available funds. 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 ORIGINATOR AND BUYER 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 ORIGINATOR PURSUANT TO THIS AMENDMENT OR THE EXISTING AGREEMENT AS AMENDED HEREBY AND EACH ORIGINATOR AND BUYER 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 2 PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY ORIGINATOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF 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 ORIGINATOR 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. [signature pages follow] 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof. ACTUANT CORPORATION By: /s/ -------------------------------- Name: Title: Address: 6100 North Baker Road Glendale, WI 53209 Attn: Terry M. Braatz Phone: (414) 247-5446 Fax: (414) 228-6112 DEL CITY WIRE CO., INC. By: /s/ -------------------------------- Name: Title: Address: 6100 North Baker Road Glendale, WI 53209 Attn: Terry M. Braatz Phone: (414) 247-5446 Fax: (414) 228-6112 4 GB TOOLS AND SUPPLIES, INC. By: /s/ -------------------------------- Name: Title: Address: 6100 North Baker Road Glendale, WI 53209 Attn: Terry M. Braatz Phone: (414) 247-5446 Fax: (414) 228-6112 VERSA TECHNOLOGIES, INC. By: /s/ -------------------------------- Name: Title: Address: 6100 North Baker Road Glendale, WI 53209 Attn: Terry M. Braatz Phone: (414) 247-5446 Fax: (414) 228-6112 5 ENGINEERED SOLUTIONS, L.P. BY: Versa Technologies, Inc., its General Partner By: /s/ ---------------------------------- Name: Title: Address: 6100 North Baker Road Glendale, WI 53209 Attn: Terry M. Braatz Phone: (414) 247-5446 Fax: (414) 228-6112 NIELSEN HARDWARE CORP. By: /s/ ---------------------------------- Name: Title: Address: 6100 North Baker Road Glendale, WI 53209 Attn: Terry M. Braatz Phone: (414) 247-5446 Fax: (414) 228-6112 6 ACTUANT RECEIVABLES CORPORATION By: /s/ -------------------------------------- Name: Title: Address: 3993 Howard Hughes Pkwy. Suite 100 Las Vegas, Nevada 89109 Attn: Pat Dorn Phone: (702) 735-1811 Fax: (702) 735-1785 7 WACHOVIA BANK, N.A., as Agent By: /s/ --------------------------------- Name: Title: 8 Exhibit II ---------- Chief Executive Offices; Locations of Records; ---------------------------------------------- Federal Employer Identification Numbers; Other Names ---------------------------------------------------- Chief Executive Office for Each Originator: 6100 North Baker Road Glendale, WI 53209 Locations of Records for Each Originator: 6100 North Baker Road Glendale, WI 53209 Federal Employer Identification Number for Each Originator: Actuant Corporation: 39-0168610 Del City Wire Co., Inc.: 73-0666761 GB Tools and Supplies, Inc.: 39-0964876 Versa Technologies, Inc.: 39-1143618 Engineered Solutions, L.P.: 31-1757546 Nielsen Hardware Corp. 06-1281549 Legal, Trade and Assumed Names for Each Originator: Actuant Corporation: Applied Power Inc. (1/11/01) Del City Wire Co., Inc.: n/a GB Tools and Supplies, Inc.: Gardner Bender, Inc. (12/22/00); APW Tools and Supplies, Inc. (9/21/00); GB Electrical, Inc. (4/19/99) Versa Technologies, Inc.: n/a Engineered Solutions, L.P.: n/a Nielsen Hardware Corp. n/a 9