exv4w2



 






EXHIBIT 4.2




 

 










ANIXTER INC.



the Company




ANIXTER INTERNATIONAL INC.

the Guarantor




and




THE BANK OF NEW YORK,

the Trustee










FIRST SUPPLEMENTAL INDENTURE




Dated as of February      , 2005




to




INDENTURE




Dated as of September 9, 1996




 

 










 









 





     FIRST SUPPLEMENTAL INDENTURE, dated as of February ___, 2005 (the “First Supplemental
Indenture”), between Anixter Inc. (the “Company”), Anixter International Inc. (the “Guarantor”) and
The Bank of New York, as trustee (the “Trustee”).



     Capitalized terms used herein but not otherwise defined herein shall have the meanings given
to such terms in the Indenture, dated as of September 9, 1996, among the Company, the Guarantor and
the Trustee (the “Indenture”).



Recitals




     WHEREAS, the Company and the Guarantor executed and delivered the Indenture to the Trustee to
provide for the issuance from time to time of the Company’s unsecured debentures, notes or other
evidences of indebtedness, guaranteed by the Guarantor, to be issued in one or more series
unlimited as to principal amount;



     WHEREAS, Section 9.01(4) of the Indenture provides that the Company, the Guarantor and the
Trustee may enter into indentures supplemental to the Indenture to add, change or eliminate
provisions in respect to one or more series of Securities.



     WHEREAS, the Company and the Guarantor desire to amend the Indenture with respect to all
series of Securities hereafter issued under the Indenture;



     WHEREAS, all actions necessary to make this First Supplemental Indenture a legal, valid and
binding obligation of the parties hereto in accordance with its terms and the terms of the
Indenture have been performed; and



     WHEREAS, the Company and the Trustee desire to enter into, execute and deliver this First
Supplemental Indenture in compliance with the provisions of the Indenture;



     NOW THEREFORE, the Company does hereby covenant and agree to and with the Trustee as follows:



ARTICLE ONE




AMENDMENTS TO INDENTURE




     This Indenture is hereby amended as follows:



     1.1 Supplemental Indenture. This First Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed with and as a part
of, the Indenture for any and all purposes. Every Holder of Securities hereinafter authenticated
and delivered shall be bound hereby.



     1.2 Amendment of Section 101. Section 101 (“Definitions”) is hereby amended as
follows:



     (a) The definition of “Funded Debt” is amended to add the following phrase at the end thereof:



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“; it being understood that debt outstanding under a revolving
credit or similar agreement which may be borrowed, repaid and
reborrowed (and reimbursement obligations relating to letters of
credit) shall not constitute Funded Debt.”



     (b) The definition of “Unrestricted Subsidiary” is amended to delete the phrase “, including
without limitation Signal Capital Corporation and its Subsidiaries.”



     (c) The definitions of “Consolidated Net Tangible Assets,” “Principal Facility,” “Restricted
Subsidiary” and “Unrestricted Subsidiary” are hereby amended to change the phrases “the date of the
Indenture” and “the date of the applicable Indenture” in each place where they appear to “the date
of the First Supplemental Indenture.”



     (d) The definitions of “Continuing Directors,” “Current Market Price,” “Fair Market Value,”
“National Rating Agency” and “Restructuring Event” are deleted in their entirety.



     1.3 Amendment to Section 104. Clause (i) of the first sentence of the second
paragraph of subsection (c) Section 104 (“Acts of Holders; Record Dates”) is hereby amended and
restated in its entirety to read as follows:



     “(i) any Notice of Default pursuant to Section 501(4),”



     1.4 Amendment of Section 105. Section 105 (“Notice, Etc., to Trustee, Company and
Guarantor”) is hereby amended to change the address for notices to the Company and the Guarantor to
2301 Patriot Boulevard, Glenview, Illinois, 60026-8020, Attention: Treasurer.



     1.5 Amendment of Section 501. Section 501 (“Events of Default”) is hereby amended to
change the dollar amount referenced in paragraph (5) thereof from $10,000,000 to $25,000,000.



     1.6 Amendment of Section 902. The second paragraph of Section 902 (“Supplemental
Indentures with Consent of Holders”) is hereby amended and restated in its entirety to read as
follows:



“A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular previously
created series of Securities, or which modifies the rights of the
Holders of Securities of such previously created series with respect
to such covenant or other provision, shall be deemed only to affect
the rights under this Indenture of the Holders of Securities of such
previously created series.”



     1.7 Amendment of Section 1005. Section 1005 (“Restriction on Creation of Secured
Debt”) is hereby amended to change the phrase “the date hereof” to “the date of the First
Supplemental Indenture”, to reletter paragraph (k) as paragraph (l), to change the references to



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“(a) through (k)” to “(a) through (l)”, and to add a new paragraph (k) which will read it its
entirety as follows:




(k) Security Interests securing indebtedness of the Company or a
Restricted Subsidiary owing to an Unrestricted Subsidiary of the
character described in clause (c) of the definition of Unrestricted
Subsidiary that finances accounts receivables; or



     1.8 Amendment of Sections 1007, 1008 and 1010. Each of Section 1007 (“Restriction on
Transfer of Principal Facilities”), Section 1008 (“Restriction on Senior Funded Debt by Restricted
Subsidiaries of Company”) and Section 1010 (“Redemption at the Option of the Holders in Certain
Circumstances”) is deleted in its entirety.



ARTICLE TWO




MISCELLANEOUS




     2.1 Acceptance by Trustee. The Trustee accepts the amendments to the Indenture
effected by this First Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture.







     2.2 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this First Supplemental Indenture or the
Securities, and it shall not be responsible for the recitals or any statement of the Company in this First
Supplemental Indenture.







     2.3 Ratification. Except as hereby expressly amended, the Indenture and the
Securities issued thereunder are in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.



     2.4 Effectiveness. This First Supplemental Indenture shall become effective as of the
date first above written.



     2.5 Governing Law. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York without regard to the conflict of
laws principals thereof (other than Section 5-1401 of the General Obligation Law).



     2.6 Counterpart Originals. This instrument may be executed in any number of
counterparts or with counterpart signatures, each of which as executed shall be deemed to be an
original, but all such counterparts shall constitute one and the same instrument.



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SIGNATURES




     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed and attested, all as of the day and year first above written.



	 	 	 	 	 	 	 
	 
	 	 	 	ANIXTER INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	ANIXTER INTERNATIONAL INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	THE BANK OF NEW YORK
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	

	 	 	 	 	 	 







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