0000205402-10-000027 Sample Contracts

AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • June 16th, 2010 • Graybar Electric Co Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Illinois

This Amendment No. 3 to Receivables Sale Agreement (this "Amendment") is entered into as of June 11, 2010 among Graybar Commerce Corporation, a Delaware corporation, as Buyer ("Buyer") and Graybar Electric Company, Inc., a New York corporation, as Originator ("Originator").

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AMENDMENT NO. 15 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • June 16th, 2010 • Graybar Electric Co Inc • Wholesale-electrical apparatus & equipment, wiring supplies • Illinois

This Amendment No. 15 to Receivables Purchase Agreement (this "Amendment") is entered into as of June 11, 2010 among Graybar Commerce Corporation, a Delaware corporation, as Seller ("Seller"), Graybar Electric Company, Inc., a New York corporation, as Servicer ("Servicer"), Falcon Asset Securitization Company LLC (formerly Falcon Asset Securitization Corporation) ("Conduit"), and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)) ("JPMorgan")), as Agent and as a Financial Institution.

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