AMENDMENT NO. 3 TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
THIS
AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
(the “ Amendment ”), dated as of
September 24, 2008, between ANIXTER INC., a Delaware
corporation, (the “ Originator ”) and ANIXTER
RECEIVABLES CORPORATION, a Delaware corporation (the “
Buyer ”).
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.
Amendment to the Agreement . Subject to the satisfaction of
the conditions precedent set forth in Section 3 below,
Section 1.6 of the Agreement is hereby amended and restated in
its entirety to read as follows:
“Section 1.6
Characterization . If, notwithstanding the intention of the
parties expressed in Section 1.1(b) , any sale or
contribution by Originator to Buyer of Receivables hereunder shall
be characterized as a secured loan and not a sale or such sale
shall for any reason be ineffective or unenforceable (any of the
foregoing being a “ Recharacterization ”), then
this Agreement shall be deemed to constitute a security agreement
under the UCC and other applicable law. For this purpose and
without being in derogation of the parties’ intention that
the sale of Receivables hereunder shall constitute a true sale
thereof, Originator hereby grants to Buyer a duly perfected
security interest in all of Originator’s right, title and
interest in, to and under all Receivables now existing and
hereafter arising, all Collections, Related Security and Records
with respect thereto, each Lock-Box and Collection Account and all
proceeds of the foregoing, which security interest shall be prior
to all other Adverse Claims thereto. After the occurrence of an
Amortization Event, Buyer and its assigns shall have, in addition
to the rights and remedies which
