|
<PAGE>
EXHIBIT 10.1
EXECUTION COPY
AMENDMENT NO. 4 TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 4 TO AMENDED AND RESTATED RECEIVABLES
PURCHASE
AGREEMENT (the "Amendment"), dated as of September 28, 2006, among
Anixter
Receivables Corporation, a Delaware corporation (the "Seller"),
Anixter Inc., a
Delaware corporation ("Anixter"), as the initial Servicer, each
financial
institution party hereto as a Financial Institution, FALCON ASSET
SECURITIZATION
COMPANY LLC ("Falcon") and THREE PILLARS FUNDING LLC (f/k/a Three
Pillars
Funding Corporation) ("Three Pillars"), as conduits, (collectively,
the
"Conduits" and each individually, a "Conduit"), SUNTRUST CAPITAL
MARKETS and
JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA)
("JPMorgan"), as
managing agents (collectively, the "Managing Agents" and each
individually, a
"Managing Agent") and JPMorgan, as agent for the Purchasers (the
"Agent").
W I T N E S S E T H:
WHEREAS, the Seller, Anixter, the Financial Institutions,
Falcon,
Three Pillars, the Managing Agents and the Agent are parties to
that certain
Amended and Restated Receivables Purchase 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. Amendment to the Agreement. Subject to the satisfaction
of the
conditions precedent set forth in Section 3 below, the definition
of the term
"Liquidity Termination Date" set forth in Exhibit I to the
Agreement is amended
and restated in its entirety to read as follows
"Liquidity Termination Date" means September 27, 2007.
<PAGE>
Section 3. Effective Date. This Amendment shall become effective
and shall
be deemed effective as of the date first written above when the
Agent shall have
received a copy of this Amendment duly executed by each of the
parties hereto.
Section 4. Representations and Warranties of the Seller Parties. In
order
t
|
