AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT
THIS
AMENDMENT NO. 7 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT (the “ Amendment ”), dated as of
July 24, 2009, 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 COMPANY LLC
(“ 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 ”), SUNTRUST ROBINSON HUMPHREY, INC. and
JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA)
(“ J.P. Morgan ”), as managing agents
(collectively, the “ Managing Agents ” and each
individually, a “ Managing Agent ”) and J.P.
Morgan, as agent for the Purchasers (the “ Agent
”).
WHEREAS,
the Seller, Anixter, the Financial Institutions, the Conduits, 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.
Amendments 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 1.2 of the Agreement is hereby amended by amending and
restating the second sentence of such section in its entirety to
read as follows:
“Each
Purchase Notice shall be subject to Section 6.2 hereof
and, except as set forth below, shall be irrevocable and shall
specify the requested (i) Purchase Price (which shall not be less
than $500,000 per Purchase Group) and (ii) in the event a Conduit
declines to make an Incremental Purchase and such Incremental
Purchase is to be funded by the related Financial Institutions, the
type of Discount Rate and Tranche Period.”
(b)
Section 1.3 of the Agreement is hereby amended by deleting the
reference to “which must be a Monthly Settlement Date or a
Mid-Month Report Date,” from such section in its
entirety.
(c)
Section 2.6 of the Agreement is hereby amended by deleting the
reference to “three (3) Business Days” appearing
therein and replacing such reference with a reference to “one
(1) Business Day”.
(d)
Section 5.1(g) of the Agreement is hereby amended by deleting
the reference to “any Monthly Report, any Mid-Month
Report” appearing therein and replacing such reference with a
reference to “any Report”.
(e) Clause
(ii) of Section 5.1(t) of the Agreement is hereby amended
and restated in its entirety to read as follows:
“Each
Receivable included in the Net Receivables Balance as an Eligible
Receivable on the date of its purchase under the Receivables Sale
Agreement was an Eligible Receivable on such purchase date, and, as
of the date of each Report and any other report delivered pursuant
to Section 8.5 , each Receivable included in the Net
Receivables Balance on each such Report or other report was an
Eligible Receivable.”
(f) Clause
(i) of Section 6.2 of the Agreement is hereby amended and
restated in its entirety to read as follows:
“(i) all
Reports and other reports as and when due under
Section 8.5;”
(g)
Section 8.5 of the Agreement is hereby amended and restated in
its entirety to read as follows:
“Section 8.5
Reports . The Servicer shall prepare and forward to each
Managing Agent:
(i) on each
Determination Date, a Monthly Report;
(ii) if
(x) Rating Level II is in effect or (y) Rating Level I is
in effect and the Servicer has notified the Managing Agents that it
will deliver Reports as if Rating Level II were in effect, on the
last Business Day of each calendar month, a Mid-Month Report
containing information relating to the period from the first day of
the related fiscal month to and including the Friday closest to the
fifteenth day of such calendar month;
(iii) if Rating
Level III is in effect, on the Tuesday of each week (or, if such
day is not a Business Day, the next succeeding Business Day), a
Weekly Report containing information relating to the Weekly Period
then most recently ended;
(iv) if Rating
Level IV is in effect, on each Business Day, a Daily Report
containing information relating to the period since the last
delivery of any Report hereunder;
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(v) at such times
as either Managing Agent shall reasonably request, a report in the
form of a Monthly Report updating the information contained in the
most recent Monthly Report; and
(vi) at such times
as either Managing Agent shall request, a listing by Obligor of all
Receivables together with an aging of such
Receivables.”
(h)
Section 9.1(j) of the Agreement is hereby amended and restated
in its entirety to read as follows:
“[Intentionally
Omitted.]”
(i)
Section 9.1 of the Agreement is hereby amended by adding the
following new clauses (l), (m) and (n) to the end of such
section:
“(l) Failure
of Seller to deliver, on or before September 23, 2009, a fully
executed Collection Account Agreement (or another account control
agreement that is reasonably satisfactory to the Agent) with
respect to Collection Account # 8666000209 maintained at Bank of
America, N.A.
“(m) The
Leverage Ratio as of the end of any Fiscal Quarter shall be greater
than 3.25 to 1.00.”
“(n) the
Consolidated Fixed Charge Coverage Ratio calculated at the end of
each Fiscal Quarter for the period of the immediately preceding
four Fiscal Quarters shall be less than (a) 2.25 to 1.00 for
any period ending prior to the last day of the fourth Fiscal
Quarter of 2010, (b) 2.50 to 1.00 for any period ending on or
after the last day of the fourth Fiscal Quarter of 2010 but on or
prior to the last day of the fourth Fiscal Quarter of 2011 or
(c) 3.00 to 1.00 for any period ending after the last day of
the fourth Fiscal Quarter of 2011.”
(j) The definition
of “ Applicable Margin ” set forth in
Exhibit I to the Agreement is hereby amended and restated in
its entirety to read as follows:
““
Applicable Margin ” means 3.50%.”
(k) The definition
of “ Base Rate ” set forth in Exhibit I to
the Agreement is hereby amended and restated in its entirety to
read as follows:
(a)
with respect to each Financial Institution in the Falcon Purchase
Group, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal
Funds Effective Rate in effect on such day plus
1 / 2
of 1% and (c) the LIBO Rate for
a one month Tranche Period on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1%,
provided that, for the avoidance of doubt, the LIBO Rate for
purposes of this definition for any day shall be based on the rate
appearing on the Reuters BBA Libor Rates Page 3750 (or on any
successor or substitute page of such page) at approximately
11:00 a.m. London time on such day; and
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(b)
with respect to each Financial Institution in the Three Pillars
Purchase Group, for any day, a rate per annum equal to the greater
of (i) the SunTrust Federal Funds Rate most recently
determined by SunTrust Bank plus one half of one percent (0.50%),
and (ii) the SunTrust Prime Rate.
Any
change in the Base Rate due to a change in the Prime Rate, the
Federal Funds Effective Rate, the SunTrust Federal Funds Rate or
the LIBO Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Federal Funds Effective
Rate, the SunTrust Federal Funds Rate or the LIBO Rate,
respectively.”
(l) The definition
of “ Credit Agreement ” set forth in
Exhibit I to the Agreement is hereby amended and restated in
its entirety to read as follows:
““
Credit Agreement ” means that certain Amended and
Restated Five-Year Revolving Credit Agreement dated as of
April 20, 2007 by and among Anixter, the Subsidiaries of
Anixter identified as Borrowing Subsidiaries thereunder, Bank of
America, N.A. as Administrative Agent, Wells Fargo Bank, N.A. as
Syndication Agent, JPMorgan Chase Bank, N.A. and The Bank of Nova
Scotia as Co-Documentation Agents, and the lenders party thereto
from time to time, as the same may be amended, restated,
supplemented or otherwise modified from time to
time.”
(m) The definition
of “ Default Fee ” set forth in Exhibit I
to the Agreement is hereby amended by deleting the reference to the
percentage “2.25%” appearing in such definition and
replacing such percentage with the percentage
“4.5%”.
(n) The definition
of the term “ Dilution Reserve Ratio ” set forth
in Exhibit I to the Agreement is hereby amended by deleting
therefrom the reference to “2.0” and replacing such
reference with a reference to “Stress
Factor”.
(o) The definition
of “ Excluded Receivable ” set forth in
Exhibit I to the Agreement is hereby amended and restated in
its entirety to read as follows:
““
Excluded Receivable ” means indebtedness and other
obligations owed to Originator, in respect of: (i) all
accounts receivable generated by Originator’s Latin American
export locations, (ii) all accounts receivable generated by
Originator’s “Pacer”, “IMS”,
“QSN”, “Pentacon” and “World
Class Wire and Cable” divisions which are not included
in Originator’s main subledger system, (iii) all
accounts receivable generated by any of Originator’s
divisions which are acquired after July 24, 2009 which are not
included in Originator’s main subledger system, (iv) all
accounts receivable owing by Obligors with the following customer
numbers: 139661 or 804470 (in each case, as such customer numbers
are in effect or otherwise categorized as of July 24, 2009),
(v) all accounts receivable owing by Obligors with the
following customer prefixes: N-N, NN+ or ORO (in each case, as such
customer prefixes are in effect or otherwise categorized as of
July 24, 2009) and (vi) all accounts receivable existing
at Originator’s general corporate division coded WC (as such
division is in effect or otherwise structured as of July 24,
2009).”
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(p) The definition
of “ Liquidity Termination Date ” set forth in
Exhibit I to the Agreement is hereby amended and restated in
its entirety to read as follows:
““
Liquidity Termination Date ” means July 23,
2010.”
(q) The definition
of “ Loss Horizon Ratio ” set forth in
Exhibit I to the Agreement is hereby amended and restated in
its entirety to read as follows:
““
Loss Horizon Ratio ” means, for any Collection Period,
a fraction (calculated as a percentage) computed by dividing
(i) the aggregate Outstanding Balance of all Receivables
generated during Applicable Loss Horizon Period by (ii) the
aggregate Net Receivables Balance as at the last day of the most
recently ended Collection Period.”
(r) The definition
of the term “ Loss Reserve ” set forth in
Exhibit I to the Agreement is hereby amended by deleting the
reference to the percentage “9%” appearing in such
definition and replacing such percentage with the percentage
“12%”.
(s) The definition
of the term “ Loss Reserve Ratio ” set forth in
Exhibit I to the Agreement is hereby amended by deleting
therefrom the reference to “2.0” and replacing such
reference with a reference to “Stress
Factor”.
(t) The definition
of “ Purchase Limit ” set forth in
Exhibit I to the Agreement is hereby amended and restated in
its entirety to read as follows:
““
Purchase Limit ” means $200,000,000, as such amount
may be increased or decreased in accordance with the provisions of
Article XII .”
(u) The definition
of “ Three Pillars Broken Funding Costs ” set
forth in Exhibit I to the Agreement is hereby amended and restated
in its entirety to read as follows:
““
Three Pillars Broken Funding Costs ” if
(a)
any request for an Incremental Purchase is made and such
Incremental Purchase does not occur; or
(b)
any Incremental Purchase or Reinvestment that is funded through the
issuance of commercial paper (a “ CP Rate Funding
”) or any Incremental Purchase or Reinvestment that is not
funded through the issuance of commercial paper (an “
Alternate Rate Funding ”) (i) in either such
case, has its principal reduced without compliance by Seller with
the notice requirements hereunder, (ii) [Reserved], (iii) in
the case of a CP Rate Funding, is assigned under any Three Pillars
Credit Agreement to the related Three Pillars Credit Bank for
credit related reasons, due to a termination event or event of
default or as required under the Three Pillars Credit Agreement or
(iv) in the case of an Alternate Rate Funding, is terminated
or reduced prior to the last day of the then current Settlement
Period,
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then, the
amount of “Three Pillars Broken Funding Costs” related
thereto shall be equal to the excess, if any, of (1) the CP
Costs and fees that would have accrued during the remainder of the
Settlement Period
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