exv10w1



 





EXECUTION VERSION




EXHIBIT 10.1



THIS FIRST AMENDMENT AGREEMENT is dated as of the 5th day of July, 2007.




B E T W E E N:




ANIXTER CANADA INC.

a corporation incorporated under the laws of Canada

as Borrower




- and -




THE GUARANTORS FROM TIME TO TIME PARTY

TO THE CREDIT AGREEMENT

as Guarantors




- and -




THE LENDERS FROM TIME TO TIME PARTY

TO THE CREDIT AGREEMENT

as Lenders




- and -




THE BANK OF NOVA SCOTIA

a bank to which the Bank Act (Canada) applies,

in its capacity as administrative agent hereunder

as Administrative Agent




RECITALS:





	A.	 	The Borrower, the Guarantors, the Agent and the Lenders are parties to a Credit Agreement
dated as of 18 November 2005 (the “Existing Credit Agreement”).






	B.	 	The Borrower and the Lenders have agreed to certain amendments to the terms and conditions in
the Existing Credit Agreement and the parties are entering into this First Amendment Agreement
to give effect thereto and to the other matters set forth herein.





     NOW THEREFORE in consideration of the premises and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:



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Section 1 – Amendment to Definitions




     Section 1.1.86 of the Existing Credit Agreement is deleted and replaced with the following
provision:




	 	 	 	 	 
	 	1.1.86

	 	 	“Maturity Date” means 20 April 2012.






     



Section 2 – Amendment to Credit




     Section 2.6(1) of the Existing Credit Agreement is deleted and replaced with the following
provision:



	 	 	 	 	 
	 	2.6(1)

	 	 	The Applicable Margin relating to interest rates, Banker’s Acceptance Fees,
L/C commissions and Standby Fees will vary and be calculated based on the
Relevant Rating as follows:








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Banker's Acceptance	 	 	 	 	 
	 	 	 	Applicable Margin	 	 	 	Fees, L/C	 	 	 	Standby Fee	 
	 	 	 	for Prime Rate	 	 	 	Commissions and	 	 	(% per annum)	 
	 	 	 	Advances and Base	 	 	 	Applicable Margin	 	 	 	 	 	 	 	 	 
	 	 	 	Rate Advances	 	 	 	for LIBOR Advances	 	 	 	350%	 	 	 	<50%	 
	Relevant Rating	 	 	(% per annum)	 	 	 	(% per annum)	 	 	 	utilization	 	 	 	utilization	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than BBB/Baa2
	 	 	 	0.080%	 	 	 	 	0.375%	 	 	 	 	0.080%	 	 	 	 	0.160%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	BBB/Baa2
	 	 	 	0.100%	 	 	 	 	0.500%	 	 	 	 	0.100%	 	 	 	 	0.200%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	BBB-/Baa3
	 	 	 	0.125%	 	 	 	 	0.625%	 	 	 	 	0.125%	 	 	 	 	0.250%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	BB+/Ba1
	 	 	 	0.150%	 	 	 	 	0.750%	 	 	 	 	0.150%	 	 	 	 	0.300%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	BB/Ba2
	 	 	 	0.175%	 	 	 	 	0.875%	 	 	 	 	0.175%	 	 	 	 	0.350%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Less than BB/Ba2
	 	 	 	0.200%	 	 	 	 	1.000%	 	 	 	 	0.200%	 	 	 	 	0.400%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 






Section 3 – Amendment to Financial Covenants




     Section 7.1 of the Existing Credit Agreement is deleted and replaced with the following
provision:




	 	 	 	 	 
	 	7.1

	 	 	The Borrower shall at all times maintain a Total Leverage Ratio of not
greater than 3.25 to 1.00. The Total Leverage Ratio shall be calculated on a
rolling four quarter basis, based on the most recently completed four fiscal
quarters of the Borrower.







Section 4 – Conditions Precedent to Effectiveness of this First Amendment Agreement




     This First Amendment Agreement shall become binding on the Lenders only upon satisfaction of
the following conditions precedent:




	 	(a)	 	execution and delivery of this First Amendment Agreement by each of the
Borrower and the Guarantors;
	 
	 	(b)	 	execution and delivery of this First Amendment Agreement by the Lenders in
accordance with Section 9.2 of the Existing Credit Agreement;





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	 	(c)	 	no Event of Default or Pending Event of Default having occurred and being
continuing as at the date of satisfaction of all of the foregoing conditions precedent;
and
	 
	 	(d)	 	the Agent having received such corporate resolutions, incumbency and other
certificates of each of the Borrower and the Guarantors as the Agent may reasonably
request in connection with this First Amendment Agreement and the transactions
contemplated hereby.





Section 5 – Representations and Warranties of the Obligors




     Each of the Obligors acknowledge that this First Amendment Agreement is a Loan Document and
that all of their respective representations and warranties concerning Loan Documents that are
contained in the Existing Credit Agreement apply to this First Amendment Agreement and are deemed
to be repeated on their execution of this First Amendment Agreement as if set out in full in this
First Amendment Agreement. The other representations and warranties made in Section 6.1 of the
Existing Credit Agreement, other than those expressly stated to be made as of a specific date or
otherwise expressly modified pursuant to the provisions of Section 6.2 of the Existing Credit
Agreement, are true and correct on and as of the date hereof with the same force and effect as if
such representations and warranties had been made on and as of the date hereof, but subject to the
same qualifications as are contained in Section 6.2 of the Existing Credit Agreement.



Section 6 – Continuing Effect of Existing Credit Agreement




     Except as amended by this First Amendment Agreement, the Existing Credit Agreement shall
remain in full force and effect, without amendment, and is hereby ratified and confirmed. Without
in any way limiting the terms of the Existing Credit Agreement or any other Loan Document, each
Obligor confirms that the Security made or granted by it pursuant to the Existing Credit Agreement
remains in full force and effect notwithstanding the amendments to the Existing Credit Agreement
contained herein and that such Security shall continue to secure all of the debts, liabilities and
obligations described in Section 3.2 of the Existing Credit Agreement, including but not limited to
those debts, liabilities and obligations arising as a result of this First Amendment Agreement.



Section 7 – Further Assurances




     The Borrower shall promptly do, make, execute or deliver, or cause to be done, made, executed
or delivered, all such further acts, documents and things as the Agent may require from time to
time for the purposes of giving effect to this First Amendment Agreement and shall use reasonable
efforts and take all such steps as may be within its power to implement, to the full extent, the
provisions of this First Amendment Agreement.



Section 8 – Counterparts and Facsimile




     This First Amendment Agreement may be executed in any number of counterparts, each of which
when executed and delivered shall be deemed to be an original, and such counterparts together shall
constitute one and the same agreement. For the purposes of this Section, the



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delivery of a facsimile copy of an executed counterpart of this First Amendment Agreement
shall be deemed to be valid execution and delivery thereof.




Section 9 – Governing Law




     The parties agree that this First Amendment Agreement shall be conclusively deemed to be a
contract made under, and shall for all purposes be governed by and construed in accordance with,
the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario.



Section 10 – Interpretation




     Capitalized terms used herein, unless otherwise defined or indicated herein, have the
respective meanings defined in the Existing Credit Agreement. This First Amendment Agreement and
the Existing Credit Agreement shall be read together and have effect so far as practicable as
though the provisions thereof and the relevant provisions hereof are contained in one document.



Section 11 – Effective Date




     This First Amendment Agreement may be referred to as being dated as of July 5, 2007,
notwithstanding the actual date of execution by the parties hereto as set forth on their respective
signing pages.



[EXECUTION PAGES FOLLOW]






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-S1-





     IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as Agent

 	 
	 	By:  	 	 
	 	 	E. Read 	 
	 	 	Director 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	S. Corey 	 
	 	 	Associate Director 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc. et al.]


First Amendment Agreement







 



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     IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.



	 	 	 	 	 
	 	ANIXTER CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]





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-S3-




     IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.



	 	 	 	 	 
	 	ANIXTER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]





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     IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.



	 	 	 	 	 
	 	ANIXTER INTERNATIONAL INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]





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     IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.



	 	 	 	 	 
	 	ANIXTER-REAL ESTATE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]





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     IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.



	 	 	 	 	 
	 	ANIXTER INFORMATION SYSTEMS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]





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     IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.



	 	 	 	 	 
	 	ANIXTER FINANCIAL INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]





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IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.




	 	 	 	 	 
	 	ANIXTER PROCUREMENT CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]





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     IN WITNESS WHEREOF, the parties have duly executed this First Amendment Agreement on July
___, 2007.



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as Lender

 	 
	 	By:  	 	 
	 	 	R. Lockie


Managing Director & Industry Head 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	S. Corey 	 
	 	 	Associate Director 	 
	 


[signature page for First Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]





 





First Amendment Agreement