EXHIBIT 4.1
EXECUTION COPY
AMENDMENT NO. 3 TO
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT (the “
Amendment ”), dated as of September 29, 2005,
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 CORPORATION (“
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 ”)
and 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 parties
hereto agree that the Agreement is amended as follows:
(a) Section 9.1(f) of the Agreement is hereby amended and
restated in its entirety to read as follows:
CH1 3332702v.2
“(f) As
at the end of any Collection Period: (i) the average of the
Delinquency Ratios as of the end of such Collection Period and the
two preceding Collection Periods shall exceed 14.00%; (ii) the
average of the Dilution Trigger Ratios as of the end of such
Collection Period and the two preceding Co
