The consolidated fixed charge coverage ratio (as defined) has been amended to require minimum coverage of 2.25 times through September 30, 2010 (previously 3.00 times), 2.50 times from October 2010 through December 2011 (previously 3.00 times) and 3.00 times thereafter
EX-10.3 4 c52571exv10w3.htm EX-10.3 EX-10.3
EXHIBIT 10.3
AMENDMENT NO. 4 TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (the Amendment), dated as of July 24, 2009, between ANIXTER INC., a Delaware corporation, (the Originator) and ANIXTER RECEIVABLES CORPORATION, a Delaware corporation (the Buyer).
WITNESSETH:
WHEREAS, the Originator and the Buyer are parties to that certain Amended and Restated Receivables Sale Agreement, dated as of October 3, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the Agreement); and
WHEREAS the parties hereto desire to amend the Agreement on the terms and conditions set forth below;
NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
SECTION 2. Amendments to the Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the parties hereto agree that the Agreement is amended as follows:
(a) The definition of Excluded Receivable set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
Excluded Receivable means indebtedness and other obligations owed to Originator, in respect of: (i) all accounts receivable generated by Originators Latin American export locations, (ii) all accounts receivable generated by Originators Pacer, IMS, QSN, Pentacon and World Class Wire and Cable divisions which are not included in Originators main subledger system, (iii) all accounts receivable generated by any of Originators divisions which are acquired after July 24, 2009 which are not included in Originators main subledger system, (iv) all accounts receivable owing by Obligors with the following customer numbers: 139661 or 804470 (in each case, as such customer numbers are in effect or otherwise categorized as of July 24, 2009), (v) all accounts receivable owing by Obligors with the
following customer prefixes: N-N, NN+ or ORO (in each case, as such customer prefixes are in effect or otherwise categorized as of July 24, 2009) and (vi) all accounts receivable existing at Originators general corporate division coded WC (as such division is in effect or otherwise structured as of July 24, 2009).
(b) Exhibit III to the Agreement is hereby replaced with Exhibit III attached hereto.
SECTION 3. Effective Date. This Amendment shall become effective and shall be deemed effective as of the date first written above when the parties shall have received a copy of this Amendment duly executed by each of the parties hereto.
SECTION 4. Representations and Warranties of the Originator. In order to induce the parties hereto to enter into this Amendment, the Originator represents and warrants to the Buyer, as to itself, that the execution and delivery by such Originator of this Amendment has been duly authorized by proper corporate proceedings of such Originator and this Amendment, and the Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of such Originator, enforceable against such Originator in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors rights generally.
SECTION 5. Ratification. The Agreement, as amended hereby, is hereby ratified, approved and confirmed in all respects.
SECTION 6. Reference to Agreement. From and after the effective date hereof, each reference in the Agreement to this Agreement, hereof, or hereunder or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreement, as amended by this Amendment.
SECTION 7. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
SECTION 8. Execution of 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 taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first written above:
ANIXTER INC., as the Originator | ||||
By: | /s/ Rod Shoemaker | |||
Name: | Rod Shoemaker | |||
Title: | V.P. Treasurer | |||
ANIXTER RECEIVABLES CORPORATION, as the Buyer | ||||
By: | /s/ Rod Shoemaker | |||
Name: | Rod Shoemaker | |||
Title: | V.P. Treasurer | |||
Signature Page to
Amendment No. 4 to Amended and Restated Receivables Sale Agreement
Amendment No. 4 to Amended and Restated Receivables Sale Agreement
Acknowledged and Agreed
as of the date first written above:
as of the date first written above:
FALCON ASSET SECURITIZATION COMPANY LLC | ||||
By: | JPMorgan Chase Bank, N.A., its attorney-in-fact | |||
By: | /s/ Joel Gedroic | |||
Name: | Joel Gedroic | |||
Title: | Executive Director | |||
JPMORGAN CHASE BANK, N.A., as a Financial Institution, a Managing Agent and as Agent | ||||
By: | /s/ Joel Gedroic | |||
Name: | Joel Gedroic | |||
Title: | Executive Director |
Signature Page to
Amendment No. 4 to Amended and Restated Receivables Sale Agreement
Amendment No. 4 to Amended and Restated Receivables Sale Agreement
Acknowledged and Agreed
as of the date first written above:
as of the date first written above:
THREE PILLARS FUNDING LLC (f/k/a Three Pillars Funding Corporation) | ||||
By: | /s/ Doris Hearn | |||
Name: | Doris Hearn | |||
Title: | Authorized Signatory | |||
SUNTRUST BANK, as a Financial Institution | ||||
By: | /s/ Robert Maddox | |||
Name: | Robert Maddox | |||
Title: | Director | |||
SUNTRUST ROBINSON HUMPHREY INC., as a Managing Agent | ||||
By: | /s/ Joseph R. Franke | |||
Name: | Joseph R. Franke | |||
Title: | Director | |||
Signature Page to
Amendment No. 4 to Amended and Restated Receivables Sale Agreement
Amendment No. 4 to Amended and Restated Receivables Sale Agreement
EXHIBIT III
Lockbox | ||||||||||||||||
Bank Name | Address | ABA | Account Name | Lockbox ID # | Account # | Account Type | Lockbox Address | Agreements | ||||||||
Bank of America, N.A. | 231 South LaSalle St. | 026009593 | Credit Card | 8666000209 | Deposit | N/A | ||||||||||
Chicago, IL 60697 | ||||||||||||||||
Depository | 98908 | 8666600206 | Deposit | P.O. Box 98908 | Yes | |||||||||||
840 Canal | ||||||||||||||||
Chicago, IL 60693 | ||||||||||||||||
Bank of America, N.A. | 1401 Elm Street | 026009593 | WireXpress | 847481 | 3751592314 | Deposit | P.O. Box 847481 | Yes | ||||||||
Dallas, TX 75202 | Dallas, TX ###-###-#### | |||||||||||||||
Depository | 847428 | 3751592291 | Deposit | P.O. Box 847428 | Yes | |||||||||||
Dallas, TX ###-###-#### |