Exhibit 10(v)
AMENDMENT NO. 13 TO
RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 13 to Receivables Purchase Agreement (this "
Amendment ") is entered into as of September 25, 2009 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, (x) that certain
Amendment No. 10 to Receivables Purchase Agreement, dated as of
September 26, 2005, (xi) that certain Amendment No. 11 to
Receivables Purchase Agreement, dated as of August 15, 2006 and
(xii) that certain Amendment No. 12 to Receivables Purchase
Agreement, dated as of October 13, 2006 (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.
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 . Section 9.1(f)
of the Purchase Agreement shall be amended and restated in its
entirely to read as:
"(f) As at the end of any
calendar month, the three-month rolling average of the Delinquency
Ratio shall exceed 15.0%, or the three-month rolling average of the
Loss‑to‑Liquidation Ratio shall exceed 0.40%, or the
three-month rolling average of the Receivables Dilution Ratio shall
exceed 4.25%."
Section 3.
Conditions
