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Exhibit 10(x)
AMENDMENT NO. 1 TO
RECEIVABLES SALE AGREEMENT
This Amendment No. 1 to Receivables Sale Agreement (this
"Amendment") is entered into as of August 15, 2006, among Graybar
Commerce
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Corporation, a Delaware corporation, as Buyer ("Buyer") and Graybar
Electric
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Company, Inc., a New York corporation, as Originator
("Originator").
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RECITALS
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Each of Buyer and Originator entered into that certain
Receivables
Sale Agreement, dated as of June 30, 2000 (the "Sale
Agreement").
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Each of the parties hereto now desires to amend the Sale
Agreement, subject to the terms and conditions hereof, as more
particularly
described herein.
AGREEMENT
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NOW, THEREFORE, in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of
which are
hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Definitions Used Herein. Capitalized terms used
herein
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and not otherwise defined herein shall have the respective meanings
set forth
for such terms in, or incorporated by reference into, the Sale
Agreement.
Section 2. Amendment to the Sale Agreement. Subject to the
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terms and conditions set forth herein, Exhibit I to the Sale
Agreement is
hereby amended by amending and restating in its entirety the
definition of
"Change of Control" in such exhibit to read as follows:
"Change of Control" shall mean the acquisition by any
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Person, or two or more Persons acting in concert, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities
and
Exchange Commission under the Securities Exchange Act of 1934)
of
25% or more of the outstanding shares of voting stock of
Originator;
provided that a change in the identity of one or more trustees
under a
1
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voting trust holding shares of voting stock shall not be deemed
to
be such an acquisition.
Section 3. Conditions to Effectiveness of Amendment. This
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Amendment shall become effective as of the date hereof (the
"Effective Date"),
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upon the satisfaction of the conditions precedent that:
(a) Amendment. Buyer shall have received, on or before
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the date hereof, executed counterparts of this Amendment, duly
executed by
each of the parties hereto.
(b) Representations and Warranties. As of the Effective
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Date, both before and after giving effect to this Amendment, all of
the
representations and warranties contained in the Sale Agreement and
in
each
