EXHIBIT 4.9
EXECUTION COPY
AMENDMENT NO. 1 TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
(the "Amendment"), dated as of October 2, 2003, between ANIXTER INC., a Delaware
corporation, (the "Originator") and ANIXTER RECEIVABLES CORPORATION, a Delaware
corporation (the "Buyer").
W I T N E S S E T H:
WHEREAS, the Originator and the Buyer are parties to that certain
Amended and Restated Receivables Sale 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:
1. Defined Terms. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Agreement.
2. Amendments to the Agreement.
2.1. The following defined term is hereby added to Exhibit I in the
proper alphabetical location:
"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" division, (iii) all accounts receivable generated by
Originator's "Pentacon" division which are not included in Originator's main
subledger systems and, (iv) all accounts receivable owing by Obligors with the
following customer numbers: 139661, 804470, 544876, 520222, 037690 or 608556 and
(v) all accounts receivable existing at Originator's general corporate division
coded WC.
2.2 The defined term "Receivable" set forth in Exhibit I is hereby
amended to insert the words "other than Excluded Receivables" immediately
following the parenthetical in the third line thereof.
3. Effective Date. This Amendment shall become effective and shall be
deemed effective as of the date first written above when the parties shall have
received a copy of this Amendment duly executed by each of the parties hereto.
4 Representations and Warranties of the Originator. In order to
induce the parties hereto to enter into this Amendment, the Originator
represents and warrants to the Buyer, as to itself, that:
4.1. The execution and delivery by such Originator of this Amendment
has been duly authorized by proper corporate proceedings of such Originator and
this Amendment, and the Agreement, as amended by this Amendment, constitutes the
legal, valid and binding obligation of such Originator, enforceable against such
Originator in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws of general applicability affecting the enforcement of
creditors' rights generally.
5. Ratification. The Agreement, as amended hereby, is hereby
ratified, approved and confirmed in all respects.
6. Reference to Agreement. From and after the effective date hereof,
each reference in the Agreement to "this Agreement", "hereof", or "hereunder" or
words of like import, and all references to the Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement, as amended by this
Amendment.
7. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
8. Execution of Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
written above:
ANIXTER INC.,
as the Originator
By: ___________________________
Name:
Title:
ANIXTER RECEIVABLES CORPORATION,
as the Buyer
By: ___________________________
Name:
Title:
Acknowledged and Agreed
this 2nd day of October, 2003.
FALCON ASSET SECURITIZATION
CORPORATION
By: ___________________________
Name: George S. Wilkens
Title: Authorized Signatory
THREE PILLARS FUNDING CORPORATION
By: ___________________________
Name:
Title: Authorized Signatory
BANK ONE, NA, as a Financial Institution
and as Agent
By: ___________________________
Name: George S. Wilkens
Title: Director, Capital Markets
SUNTRUST BANK, as a
Financial Institution
By :___________________________
Name:
Title:
SUNTRUST CAPITAL MARKETS INC., as an Agent
By: ___________________________
Name:
Title: