Exhibit 10(xi)
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 1 to Receivables Purchase Agreement (this "Amendment")
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is entered into as of July 12, 2000, among Graybar Commerce Corporation, a
Delaware corporation, as Seller, Graybar Electric Company, Inc., a New York
corporation as Servicer, Falcon Asset Securitization Corporation and Bank One,
NA (Main Office Chicago), as Agent and as a Financial Institution.
RECITALS
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Each of the parties hereto entered into that certain Receivables Purchase
Agreement, dated as of June 30, 2000 (as amended, restated or otherwise
modified from time to time, the "Purchase Agreement").
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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
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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
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otherwise defined herein shall have the respective meanings set forth for such
terms in the Purchase Agreement.
Section 2. Amendments. Subject to the terms and conditions set forth
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herein, the Purchase Agreement is hereby amended by:
(a) deleting, in its entirety, the second sentence of Section 9.1(k)
of the Purchase Agreement, which sentence currently reads as follows:
In the event that the covenants set forth in Section 5.8 of the Five
Year Credit Agreement, dated as of July 30, 1999 (as such credit agreement
may be amended, restated, supplemented or otherwise modified from time
to time), among Graybar, the banks and financial institutions party
thereto, First Union National Bank, as administrative agent, and Bank of
America, N.A. and Bank One, as successor to The First National Bank of
Chicago, as syndication agents, are amended after the date hereof and while
Bank One is a party to such credit agreement as a "Lender" (as defined
therein), applica-
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
ble corresponding amendments shall be made to this Section 9.1(k) and
related definitions upon the Agent's receipt of evidence that such
amendment has been executed and delivered and is in full force effect.
(b) amending and restating, in its entirety, the definition of
"Purchase Limit" appearing in Exhibit I to the Purchase Agreement to read
as follows:
"Purchase Limit" means $200,000,000.
(c) deleting the reference to "$100,000,000" appearing under the
column heading "Commitment" and opposite the name of Bank One, NA (Main
Office Chicago) on Schedule A to the Purchase Agreement and replacing such
reference with "$200,000,000."
Section 3. Conditions to Effectiveness of Amendment. The effectiveness of
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this Amendment is subject to the satisfaction of the conditions precedent that:
(a) Amendment. The Agent shall have received, on or before the date
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hereof, executed counterparts of this Amendment, duly executed by each of the
parties hereto.
(b) Representations and Warranties. As of the date hereof, both
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before and after giving effect to this Amendment, all of the representations
and warranties contained in the Purchase Agreement and in each other
Transaction Document (other than those that speak expressly only as of a
different date) shall be true and correct in all material respects as though
made on the date hereof (and by its execution hereof, each of Seller and
Servicer shall be deemed to have represented and warranted such).
(c) No Amortization Event. As of the date hereof, both before and
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after giving effect to this Amendment, no Amortization Event or Potential
Amortization Event shall have occurred and be continuing (and by its execution
hereof, each of Seller and Servicer shall be deemed to have represented and
warranted such).
Section 4. Miscellaneous.
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(a) Effect; Ratification. The amendments set forth herein are
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effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the
Purchase Agreement or of any other instrument or agreement referred to
therein; or (ii) prejudice any right or remedy which any Purchaser or the
Agent may now have or may have in the future under or in connection with the
Purchase Agreement or any other instrument or agreement referred to therein.
Each reference in the
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
2
Purchase Agreement to "this Agreement," "herein," "hereof" and words of like
import and each reference in the other Transaction Documents to the
"Receivables Purchase Agreement" shall mean the Purchase Agreement as amended
hereby. This Amendment shall be construed in connection with and as part of
the Purchase Agreement and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Purchase Agreement and each other
instrument or agreement referred to therein, except as herein amended, are
hereby ratified and confirmed and shall remain in full force and effect.
(b) Transaction Documents. This Amendment is a Transaction
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Document executed pursuant to the Purchase Agreement and shall be construed,
administered and applied in accordance with the terms and provisions thereof.
(c) Costs, Fees and Expenses. Seller agrees to pay all costs, fees
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and expenses in connection with the preparation, execution and delivery of
this Amendment as required pursuant to the Purchase Agreement.
(d) Counterparts. This Amendment may be executed in any number of
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counterparts, each such counterpart constituting an original and all of which
when taken together shall constitute one and the same instrument.
(e) Severability. Any provision contained in this Amendment which
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is held to be inoperative, unenforceable or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions of this Amendment in that jurisdiction
or the operation, enforceability or validity of such provision in any other
jurisdiction.
(f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF ILLINOIS.
[SIGNATURE PAGE FOLLOWS]
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first written above.
GRAYBAR COMMERCE CORPORATION
By:
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Name: Xxxxxx X. Xxxxxx
Title: President
GRAYBAR COMMERCE CORPORATION
By:
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Name: X.X. Xxxx
Title: Vice President and Treasurer
FALCON ASSET SECURITIZATION CORPORATION
By:
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Name:
Title: Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO)
As Agent and as a Financial Institution
By:
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Name:
Title: Authorized Signatory
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
