<PAGE>
Exhibit 10(ix)
AMENDMENT NO. 11 TO
RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 11 to Receivables Purchase Agreement (this
"Amendment") is entered into as of August 15, 2006, among Graybar
Commerce
---------
Corporation, a Delaware corporation, as Seller ("Seller"), Graybar
Electric
------
Company, Inc., a New York corporation, as Servicer ("Servicer"),
Falcon Asset
--------
Securitization Company LLC (formerly Falcon Asset Securitization
Corporation)
("Conduit"), and JPMorgan Chase Bank, N.A. (successor by merger to
Bank One,
-------
NA (Main Office Chicago)) ("JPMorgan")), as Agent and as a
Financial
--------
Institution.
RECITALS
--------
Each of Seller, Servicer, Conduit and JPMorgan entered into
that
certain Receivables Purchase Agreement, dated as of June 30, 2000,
and each
of the parties thereto amended such Receivables Purchase Agreement
pursuant
to the following amendments: (i) that certain Amendment No. 1 to
Receivables
Purchase Agreement, dated as of July 12, 2000, (ii) that certain
Waiver and
Amendment No. 2 to Receivables Purchase Agreement, dated as of
January 1,
2001, (iii) that certain Amendment No. 3 to Receivables Purchase
Agreement,
dated as of June 22, 2001, (iv) that certain Amendment No. 4 to
Receivables
Purchase Agreement, dated as of August 29, 2001, (v) that certain
Amendment
No. 5 to Receivables Purchase Agreement, dated as of October 26,
2001, (vi) that
certain Amendment No. 6 to Receivables Purchase Agreement, dated as
of December
31, 2001, (vii) that certain Amendment No. 7 to Receivables
Purchase Agreement,
dated as of October 23, 2002, (viii) that certain Amendment No. 8
to
Receivables Purchase Agreement, dated as of December 23, 2002, (ix)
that
certain Amendment No. 9 to Receivables Purchase Agreement, dated as
of
October 22, 2003 and (x) that certain Amendment No. 10 to
Receivables
Purchase Agreement, dated as of September 26, 2005 (such
Receivables Purchase
Agreement as so amended, the "Purchase Agreement").
------------------
Each of the parties hereto now desires to amend the Purchase
Agreement, subject to the terms and conditions hereof, as more
particularly
described herein.
1
<PAGE>
AGREEMENT
---------
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
-----------------------
and not otherwise defined herein shall have the respective meanings
set forth
for such terms in, or incorporated by reference into, the Purchase
Agreement.
Section 2. Amendments to the Purchase Agreement. Subject to the
------------------------------------
terms and conditions set forth herein, the Purchase Agreement is
hereby
amended as follows:
(a) Section 9.1(k) of the Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
(k) (i) The Leverage Ratio, as of the last day of each
fiscal quarter of Originator, shall be greater than 4.0 to 1.0 or
(ii) the
Interest Coverage Ratio, as of the last day of each fiscal quarter
of
Originator, shall be less than 2.5 to 1.0.
(b) Exhibit I to the Purchase 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
-----------------
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 any Seller Party; provided that a change
in the
identity of one or more trustees under a voting trust holding
shares of
voting stock shall not be deemed to be such an acquisition.
(c) Exhibit I to the Purchase Agreement is hereby amended
by amending and restating in its entirety the definition of
"Excluded Amount"
in such exhibit to read as follows:
2
<PAGE>
"Excluded Amount" shall mean collectively each of the
---------------
amounts set forth in the table below, provided that (i) for
each
related "Site Location" the Excluded Amount shall not exceed
(but
can be equal to or less than) the amount set forth opposite such
Site
