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EXHIBIT 10.31
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").
WITNESSETH:
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:
"(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
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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 Collection Periods
shall
exceed 4.0%; or (iii) the average of the Loss-to-Liquidation
Ratios as of the end of such Collection Period and the two
preceding Collection Periods shall exceed 5.25%."
(b) The definition of the term "Liquidity Termination Date" set
forth
in
Exhibit I to the Agreement is amended and restated in its entirety
to
read
as follows
"Liquidity Termination Date" means September 28, 2006.
SECTION 3. Effective Date. Th
