exv10w1wb






Exhibit 10.1 (b) 




Supplemental Agreement




between




The Royal Bank of Scotland plc acting as agent for National Westminster Bank Plc




and




Anixter Limited and

Anixter International Limited






 









 





THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN
ONLY IF YOU WANT TO BE LEGALLY BOUND.




THIS SUPPLEMENTAL AGREEMENT is made between:-





	(1)	 	The Royal Bank of Scotland plc acting as agent for National Westminster Bank Plc (the “Bank”);
and
	 
	(2)	 	Anixter Limited, Company Number 00248952; and Anixter International Limited, Company Number
02265172 (the “Borrowers”)




to set out the basis on which the Bank and the Borrowers have agreed to amend the agreement
entered into between the Bank and the Borrowers dated 12 September 2007 (the “Agreement”) setting
out the terms and conditions upon and subject to which the Bank agreed to make available to the
Borrowers a multi-currency revolving advance facility of £15,000,000 (the “Facility”).




Accordingly:-





	1	 	All words and expressions defined in the Agreement unless the context otherwise requires,
shall have the same meanings in this Supplemental Agreement.
	 
	2	 	The terms and conditions of this Supplemental Agreement shall not come into effect unless the
following conditions are satisfied:-






	 	(a)	 	the Bank has received and is satisfied with the duplicate of this Supplemental
Agreement signed on behalf of each of the Borrowers; and
	 
	 	(b)	 	the Bank has received and is satisfied with a certified copy of the Resolution of
the Board of Directors of each of the Borrowers approving the transaction
contemplated by this Supplemental Agreement and authorising a specified person to sign
this Supplemental Agreement.






	3	 	The Schedule, based upon the Debt Rating, to which the definition of “Applicable Margin”
refers is hereby deleted and replaced with the following:





Schedule




	 	 	 	 	 	 	 	 	 
	Debt Ratings	 	 	 	 
	S&P/Moody’s/Fitch	 	 	Facility Fee	 	Applicable Margin
	3BBB+/Baa1/BBB+
	 	 	0.15	%	 	1.25% per annum
	BBB/Baa2/BBB
	 	 	0.20	%	 	1.50% per annum
	BBB-/Baa3/BBB-
	 	 	0.25	%	 	1.75% per annum
	BB+/Ba1/BB+
	 	 	0.50	%	 	2.00% per annum
	BB/Ba2/BB
	 	 	0.50	%	 	2.25% per annum
	3BB-/Ba3/BB-
	 	 	0.50	%	 	2.50% per annum







The following two Definitions shall be added to the Agreement:-




“LIBOR” means the British Bankers’ Association Interest Settlement Rate for the relevant
currency and duration of the Advance at 11 a.m. on the Rate Fixing Day.




“Rate Fixing Day” means for a Sterling Advance, its drawdown date and for a Foreign Currency
Advance, two Business Days before its drawdown date.




Clauses 3.2 and 4 of the Agreement are hereby deleted and replaced with the following Clauses
3.2 and 4:-




	 	3.2	 	Each request for an Advance shall be made to Global Banking
Markets specifying:-






	 	(a)	 	the currency in which the Advance is to be
denominated;





 









 






	 	(b)	 	the amount of the Advance which shall be not less than £100,000 (or the
Foreign Currency equivalent thereof) or such other amount which is acceptable to
the Bank;
	 
	 	(c)	 	the date on which the Advance is required, which must be a Business Day; and
	 
	 	(d)	 	the duration of the Advance which shall be 1, 3 or 6 months (or such
other duration which is acceptable to the Bank) subject to the provision that the
duration of any Advance shall not extend beyond the expiry date of the Commitment
Period.






	 	 	Each request shall be unconditional and irrevocable and unless otherwise agreed by the Bank
shall require to be received in respect of an Advance denominated in Sterling not later
than 11 a.m. on the Rate Fixing Day and in respect of an Advance denominated in Foreign
Currency not later than 9 a.m. on the Rate Fixing Day.
	 
	4	 	INTEREST






	 	4.1	 	The Borrower shall in respect of each Advance pay to the Bank interest at a
percentage rate per annum which is equivalent to the aggregate of:-






	 	(i)	 	the Applicable Margin above LIBOR; and
	 
	 	(ii)	 	Mandatory Costs in the case of an Advance denominated in Sterling.






	 	 	 	A certificate by the Bank as to the amount of such cost shall be conclusive in the
absence of manifest error.






	 	4.2	 	Interest on each Advance shall be calculated on a daily basis and on a year
of 365 days in the case of an Advance denominated in Sterling and on a year of 360
days (or such other period as may be determined by the Bank to reflect market
convention for the relevant Foreign Currency) in the case of an Advance denominated in
Foreign Currency and shall be paid on maturity of the Advance unless the duration of
the Advance is more than six months in which case interest shall be paid six monthly
and on maturity of the Advance.
	 
	 	4.3	 	If the Bank is unable (whether due to any change in operation or structure of
the London Interbank Market or any other reason) to obtain a LIBOR rate or the Bank
advises the Borrower that the LIBOR rate is less than the cost to the Bank of funding
the Advance, the Bank shall offer a rate equal to the aggregate of:-






	 	(i)	 	2% per annum above the rate representing the cost to the Bank of
funding the Advance from whatever source it may reasonably select; and
	 
	 	(ii)	 	Mandatory Costs in the case of an Advance denominated in Sterling. 






	 
	 	The Bank
shall promptly notify the Borrower of any such circumstances and the rate to apply.






	 	4.4	 	At any time after an Event of Default has occurred, which has not been waived
or remedied, the Bank shall be entitled to charge interest at a rate of 2% per annum
above the rate determined by the Bank in terms of Clause 4.1, in respect of each
Advance (or such other rate as may be determined by the Bank and notified to the
Borrower from time to time) on the aggregate of the Facility and any outstanding
interest up to the earlier of (i) the date on which the Bank notifies the Borrower in
writing that it is satisfied that such Event of Default has been remedied and (ii) the
date on which the Facility is repaid and any other amounts outstanding under this
Agreement have been paid in full. Interest shall be payable at the rate both before
and after demand, court decree or judgment.






	4	 	The Borrowers shall pay to the Bank within 7 days following the execution of this
Supplemental Agreement a fee of £37,500 in consideration of the changes set out in this
Supplemental Agreement.










 









 












	5	 	All other terms and conditions of the Agreement remain unaltered and shall continue in
full force and effect.
	 
	6	 	This Supplemental Agreement and the Agreement shall, as from the date of this
Supplemental Agreement, be read and construed together as constituting the agreement between
the Bank and the Borrowers.





Signed for and on behalf of the Bank




	 	 	 	 	 
	Signature

	 	/s/ Colin Piercy	 	 
	 

	 	 

	 	 






Colin Piercy

Relationship Director




Date
08/18/2009



The Borrowers hereby accept the above terms and conditions



Signed for and on behalf of Anixter Limited in accordance with the authority held by the Bank




	 	 	 	 	 
	Signature

	 	/s/ William Robert Banks	 	 
	 

	 	 

	 	 






Date 09/04/09



Signed for and on behalf of Anixter International Limited in accordance with the authority held
by the Bank




	 	 	 	 	 
	Signature

	 	/s/ William Robert Banks	 	 
	 

	 	 

	 	 






Date 09/04/09




 









 





Resolution re Supplemental Agreement



Extract from the Minutes of a Meeting of the Directors of Anixter Limited (the “Company”)



“After
due consideration of all the circumstances and on being satisfied that it is for the
benefit of the Company and in the interests of the Company for the purpose of carrying on its
business to enter into a supplemental agreement (the “Supplemental Agreement”) in the form now
produced in respect of the Facility of £15,000,000 made available to the Company by The Royal Bank
of Scotland plc acting as agent for National Westminster Bank Plc (the “Bank”) in terms of the
Agreement between the Company and the Bank dated 12 September 2007.



IT WAS RESOLVED that in addition to and without amending, prejudicing or revoking any Bank
Mandate/Company Excerpt Minute or any other instruction/s provided or to be
provided by the
Company to the Bank*       be authorised to
sign on behalf of the Company the Supplemental Agreement”



I hereby certify that the foregoing is a true extract from the Minutes of a Meeting of the
Directors of the Company at which (all appropriate interests having been declared) a quorum
entitled to vote was present
duly held on the *       day of       and that a true
copy of the Supplemental Agreement has been retained by the Company.




Secretary



* Please complete




 









 








Resolution re Supplemental Agreement



Extract from the Minutes of a Meeting of the Directors of Anixter International Limited (the
“Company”)



“After
due consideration of all the circumstances and on being satisfied that it is for the
benefit of the Company and in the interests of the Company for the purpose of carrying on its
business to enter into a supplemental agreement (the “Supplemental Agreement”) in the form now
produced in respect of the Facility of £15,000,000 made available to the Company by The Royal Bank
of Scotland plc acting as agent for National Westminster Bank Plc (the “Bank”) in terms of the
Agreement between the Company and the Bank dated 12 September 2007.



IT WAS RESOLVED that in addition to and without amending, prejudicing or revoking any Bank
Mandate/Company Excerpt Minute or any other instruction/s provided or to be provided by the
Company to the Bank*       be authorised to
sign on behalf of the Company the Supplemental Agreement”



I hereby certify that the foregoing is a true extract from the Minutes of a Meeting of the
Directors of the Company at which (all appropriate interests having been declared) a quorum
entitled to vote was present
duly held on the *       day of       and that a true
copy of the Supplemental Agreement has been retained by the Company.




Secretary



*Please complete




The Royal Bank of Scotland plc is registered in Scotland No 90312

Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB

Agency agreements exist between members of The Royal Bank of Scotland Group