Exhibit 4.4

COMMERCIAL PAPER PLACEMENT AGREEMENT

THIS AGREEMENT is entered into as of March 5, 2004, by and between Actuant Corporation, (hereinafter referred to as “Issuer”), a corporation with a place of business at 6100 N. Baker Road, Glendale, WI 53209 and M&I Marshall & Ilsley Bank (hereinafter referred to as “Agent”), 770 North Water Street, Milwaukee, Wisconsin 53202.

W I T N E S S E T H:

WHEREAS, Issuer desires to sell, from time to time, interest bearing or discounted short-term unsecured debt obligations having maturities of no more than two hundred seventy (270) days (hereinafter such debt obligations being referred to as “Commercial Paper”); and

WHEREAS, Issuer desires to retain Agent to advise Issuer with respect to its issuance of Commercial Paper, to solicit purchasers for such Commercial Paper as Issuer from time to time advises Agent it desires to issue, and to place Commercial Paper with purchasers (hereinafter “Purchaser” or “Purchasers”); and

WHEREAS, Issuer desires to compensate Agent for the services Agent will be performing for Issuer from time to time as herein described.

NOW, THEREFORE, in consideration of the premises and the undertakings hereinafter set forth, Issuer and Agent hereby agree as follows:

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IN WITNESS WHEREOF, Issuer and Agent have caused this Agreement to be signed by duly authorized officers, as of the day and year first above written.

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EXHIBIT A

AUTHORIZED PERSONS OF ISSUER

The following persons, who hold the respective titles shown below, have been authorized by appropriate corporate action of Issuer to sign documents and from time to time to instruct the M&I Marshall & Ilsley Bank (“Agent”) on behalf of Issuer in connection with the Commercial Paper Placement Agreement, dated March 3, 2004, between Issuer and Agent:

This Authorization shall remain in full force and effect until Issuer delivers a replacement Authorization in writing to the Agent, and until such delivery Agent may rely fully on the authority granted by Issuer to the persons above named.

Dated                     , 20    .

EXHIBIT B

CERTIFICATION OF CREDIT FACILITIES

Pursuant to Section 7 of the Commercial Paper Placement Agreement dated March 3, 2004 entered into by and between Actuant Corporation (“Issuer”) and M&I Marshall & Ilsley Bank (“Agent”), Issuer hereby certifies to Agent that (i) the following Lines of Credit (“Credit Facilities”) have been granted or issued in favor of Issuer by the banks named below (individually, a “Bank” and collectively, the “Banks”) in the amounts designated below; (ii) there is presently available for drawing by Issuer under such Credit Facilities the amounts designated below, and such amounts are sufficient to repay at maturity all Issuer’s Commercial Paper presently outstanding; (iii) all such Credit Facilities are confirmed, in place and in full force and effect for the purposes intended thereby, including, without limitation, the repayment by Issuer of amounts due upon the maturity of Issuer’s Commercial Paper; (iv) there are no fees or charges due from the Issuer to any Bank for any such Credit Facilities which as of this date remains unpaid; and (v) Issuer is not in default of any term or condition included in any agreement or document establishing or renewing any such Credit Facilities, or included in any other instrument, document or agreement related thereto:

Issuer agrees to notify Agent promptly in writing in the event that any Bank listed above (i) refuses to renew any Credit Facilities; (ii) changes the amount of any Credit Facilities or any material term or condition related thereto; or (iii) has declared the Issuer (whether orally or in writing) to be in default of any term or condition of any agreement or instrument related to any Credit Facilities.

EXHIBIT C

CERTIFICATE AND DESIGNATION OF AUTHORITY REGARDING

COMMERCIAL PAPER PLACEMENT AGREEMENT

This Certificate and Designation of Authority is provided to M&I Marshall & Ilsley Bank (“Agent”) in accordance with Section 9 of the Commercial Paper Placement Agreement dated                 , 20    , (the “Agreement”) by and between Agent and (“Corporation”).

WHEREAS, by resolution dated                 , 20    , a certified copy of which is attached hereto, the Board of Directors of the Corporation has authorized the issuance by the Corporation of up to $                     of discounted short-term unsecured debt obligations, with maturities of such obligations not to exceed 270 days (hereinafter such debt obligations being referred to as “Commercial Paper”); and

WHEREAS, the resolution provides for the Corporation’s retention of Agent to advise Corporation with respect to its issuance of Commercial Paper, to solicit purchasers for such Commercial Paper, and to place Commercial Paper with purchasers, and further authorizes the Corporation’s performance under the provisions of the Agreement; and

WHEREAS, the resolution authorizes the President or the                                                           to undertake all actions and execute all documents and instruments on the Corporation’s behalf as may be necessary or appropriate to appoint Agent and to issue Commercial Paper from time to time; and

WHEREAS, the resolution further authorizes the President or the                                                           to designate certain other officers of the Corporation to provide instructions and authorizations to Agent regarding the Corporation’s issuance and sale of Commercial Paper.

NOW, THEREFORE, the undersigned                                                           of the Corporation hereby designates the following officers of the Corporation pursuant to the aforementioned resolution, to give Agent instructions and authorizations from time to time respecting any and all matters covered by the Commercial Paper Placement Agreement:

The Corporation shall furnish to Agent an Authorization consistent with the provisions contained herein, substantially similar in form to Exhibit A to the Agreement, upon which Authorization the Agent may rely until it receives written notice of revocation or revision of such Authorization.

IN WITNESS WHEREOF, I have executed this Certificate and Designation of Authority the                          day of                 , 20    .

EXHIBIT C-1

(FORM OF SAMPLE BOARD RESOLUTION)

I,                                                          , Secretary of                                                  (the “Corporation”), a corporation organized and existing under the laws of the State of                                     , do hereby certify that, at a meeting of the Corporation’s Board of Directors duly held on the                      day of                 , 20    , at which a quorum was present and acting throughout, the following resolution was adopted and is now in full force and effect:

WHEREAS, the Corporation desires to issue commercial paper obligations from time to time, and further desires to retain M&I Marshall & Ilsley Bank (“M&I”) as its agent to advise it in connection therewith;

RESOLVED, that the Corporation is authorized to issue discounted short-term unsecured debt obligations with maturities not to exceed 270 days in the form of book-entry transactions evidenced in the books and records of the Corporation (“Commercial Paper”), and to sell, negotiate and/or discount the same upon such terms and conditions as the Corporation from time to time may deem necessary and proper, but not to exceed $                     outstanding at any one time; and

FURTHER RESOLVED, that the President or the                                                               of the Corporation shall execute a Commercial Paper Placement Agreement with M&I and any documents or instruments related thereto, pursuant to which M&I will act as Corporation’s Agent and advise Corporation with respect to the issuance of Commercial Paper; solicit purchasers for such Commercial Paper; and place Commercial Paper with purchasers; and

FURTHER RESOLVED, that the Corporation is authorized to perform fully and to carry out the terms, conditions and obligations incumbent upon Issuer which are included in the Commercial Paper Placement Agreement; and

FURTHER RESOLVED, that the President and                                                          , or any one of them, be authorized to take all actions and give such instructions from time to time as may be necessary for the Corporation to issue and sell Commercial Paper, and to designate certain other officers of the Corporation who may provide instructions and authorizations to M&I in connection with the Corporation’s issuance and sale of Commercial Paper pursuant to the Commercial Paper Placement Agreement; and

FURTHER RESOLVED, that this resolution shall continue in full force and effect until written notice of its amendment or revocation shall have been received by M&I.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Corporation this the                      day of                 , 20    .