EXHIBIT 4.9
AMENDMENT NO. 2 TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES SALE
AGREEMENT (the "Amendment"), dated as of September 30, 2004, 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:
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. The Agreement is hereby amended as
follows:
(a) Section 6.1 of the Agreement is hereby amended to delete the
following parenthetical from the sentence immediately following the
proviso to Section 6.1:
"(including, without limitation, losses in respect of uncollectible
receivables, regardless of whether reimbursement therefor would
constitute recourse to Originator)"
(b) The defined term "Excluded Receivable" is hereby restated in its
entirety 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" division, (iii) all
accounts receivable generated by Originator's "Pentacon" division
which are not included in Originator's main subledger system, (iv)
all accounts receivable owing by Obligors with the following
customer numbers: 139661, 804470, 544876, 520222, 037690,
608556, 514221 or 548357, and (v) all accounts receivable existing
at Originator's general corporate division coded WC.
(c) Exhibit II to the Agreement is hereby replaced with Exhibit II
attached hereto.
SECTION 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.
SECTION 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 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.
SECTION 5. Ratification. The Agreement, as amended hereby, is hereby
ratified, approved and confirmed in all respects.
SECTION 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.
SECTION 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.
SECTION 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:
Amendment No. 2
to
Amended and Restated Receivables Sale Agreement
Acknowledged and Agreed
this 30th day of September, 2004:
FALCON ASSET SECURITIZATION
CORPORATION
By: ___________________________
Name:
Title: Authorized Signatory
THREE PILLARS FUNDING CORPORATION
By: ___________________________
Name:
Title: Authorized Signatory
BANK ONE, NA, as a Financial Institution,
a Managing Agent and as Agent
By: ___________________________
Name:
Title:
SUNTRUST BANK, as a
Financial Institution
By :___________________________
Name:
Title:
SUNTRUST CAPITAL MARKETS INC.,
as a Managing Agent
By: ___________________________
Name:
Title:
Amendment No. 2
to
Amended and Restated Receivables Sale Agreement
EXHIBIT II
Attached.