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OFFICERS' CERTIFICATE OF APPLIED POWER INC.
(doing business as Actuant Corporation)
Pursuant to Section 4.02(d) of the Credit Agreement
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I, the undersigned, Andrew Lampereur, as authorized person - financial
leader of Applied Power Inc., a Wisconsin corporation (doing business as Actuant
Corporation) (the "Company"), pursuant to Section 4.02(d) of the Credit
Agreement dated as of July 31, 2000 among the Company, the Lenders, Credit
Suisse First Boston, as Lead Arranger, Collateral Agent and Administrative
Agent, First Union National Bank, as Syndication Agent, and ING (U.S.) Capital
LLC, as Documentation Agent (the "Credit Agreement" capitalized terms used
herein without definition shall have the meanings assigned to such terms in the
Credit Agreement), does hereby certify, in my capacity as an officer of the
Company, and not individually, on behalf of the Company, that:
(a) The representations and warranties set forth in Article III of
the Credit Agreement or in any other Loan Document shall be true and
correct in all material respects on and as of the date of such Credit Event
with the same effect as though made on and as of such date, except to the
extent such representations and warranties expressly relate to an earlier
date.
(b) The Borrower and each other Loan Party shall be in compliance in
all material respects with all the terms and provisions set forth in the
Credit Agreement and in each other Loan Document on its part to be observed
or performed, and at the time of and immediately after such Credit Event,
no Event of Default or Default shall have occurred and be continuing.
(c) There has not occurred any event or events, adverse condition or
change in or affecting the Loan Parties, or any of them, that individually
or in the aggregate could reasonably be expected to have a Material Adverse
Effect.
IN WITNESS WHEREOF, the undersigned has hereunto signed his name this
31st day of July, 2000.
By:________________________________
Name: Andrew Lampereur
Title: Authorized Person
