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                                                                   EXHIBIT 10.31

                                                                  EXECUTION COPY

                               AMENDMENT NO. 3 TO

               AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

          THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT (the "Amendment"), dated as of September 29, 2005, among ANIXTER
RECEIVABLES CORPORATION, a Delaware corporation (the "Seller"), ANIXTER INC., a
Delaware corporation ("Anixter"), as the initial Servicer, each financial
institution party hereto as a Financial Institution, FALCON ASSET SECURITIZATION
CORPORATION ("Falcon") and THREE PILLARS FUNDING LLC (f/k/a Three Pillars
Funding Corporation) ("Three Pillars"), as conduits, (collectively, the
"Conduits" and each individually, a "Conduit") and SUNTRUST CAPITAL MARKETS and
JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA) ("JPMorgan"), as
managing agents (collectively, the "Managing Agents" and each individually, a
"Managing Agent") and JPMorgan, as agent for the Purchasers (the "Agent").

                                   WITNESSETH:

          WHEREAS, the Seller, Anixter, the Financial Institutions, Falcon,
Three Pillars, the Managing Agents and the Agent are parties to that certain
Amended and Restated Receivables Purchase 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. Amendment to the Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 below, the parties hereto agree that
the Agreement is amended as follows:

          (a) Section 9.1(f) of the Agreement is hereby amended and restated in
     its entirety to read as follows:

                    "(f) As at the end of any Collection Period: (i) the average
               of the Delinquency Ratios as of the end of such Collection Period
               and the

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               two preceding Collection Periods shall exceed 14.00%; (ii) the
               average of the Dilution Trigger Ratios as of the end of such
               Collection Period and the two preceding Collection Periods shall
               exceed 4.0%; or (iii) the average of the Loss-to-Liquidation
               Ratios as of the end of such Collection Period and the two
               preceding Collection Periods shall exceed 5.25%."

          (b) The definition of the term "Liquidity Termination Date" set forth
     in Exhibit I to the Agreement is amended and restated in its entirety to
     read as follows

                    "Liquidity Termination Date" means September 28, 2006.

     SECTION 3. Effective Date. This Amendment shall become effective and shall
be deemed effective as of the date first written above when the Agent shall have
received a copy of this Amendment duly executed by each of the parties hereto.

     SECTION 4. Representations and Warranties of the Seller Parties. In order
to induce the parties hereto to enter into this Amendment, each of the Seller
Parties represents and warrants to the Agent and the Purchasers, as to itself,
that:

          (a) The representations and warranties of such Seller Party set forth
     in Section 5.1 of the Agreement, as hereby amended, are true, correct and
     complete on the date hereof as if made on and as of the date hereof and
     there exists no Amortization Event or Potential Amortization Event on the
     date hereof, provided that in the case of any representation or warranty in
     Section 5.1 that expressly relates to facts in existence on an earlier
     date, the reaffirmation thereof under this Section 4(a) shall be made as of
     such earlier date.

          (b) The execution and delivery by such Seller Party of this Amendment
     has been duly authorized by proper corporate proceedings of such Seller
     Party and this Amendment, and the Agreement, as amended by this Amendment,
     constitutes the legal, valid and binding obligation of such Seller Party,
     enforceable against such Seller Party 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.


                                       -2-

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     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.

                                    * * * * *


                                       -3-

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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 RECEIVABLES CORPORATION,
                                        as the Seller


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        ANIXTER INC.,
                                        as the initial Servicer


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                 Signature Page
                              to Amendment No. 3 to
               Amended and Restated Receivables Purchase Agreement

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                                        FALCON ASSET SECURITIZATION
                                        CORPORATION


                                        By:
                                            ------------------------------------
                                        Name: Ronald J. Atkins
                                        Title: Authorized Signatory


                                        JPMORGAN CHASE BANK, N.A. (successor by
                                        merger to Bank One, NA), as a Financial
                                        Institution, a Managing Agent and as
                                        Agent


                                        By:
                                            ------------------------------------
                                        Name: Ronald J. Atkins
                                        Title: Vice President

                                 Signature Page
                              to Amendment No. 3 to
               Amended and Restated Receivables Purchase Agreement

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                                        THREE PILLARS FUNDING LLC (f/k/a Three
                                        Pillars Funding Corporation)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title: Authorized Signatory


                                        SUNTRUST BANK, as a
                                        Financial Institution


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        SUNTRUST CAPITAL MARKETS INC., as a
                                        Managing Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                 Signature Page
                              to Amendment No. 3 to
               Amended and Restated Receivables Purchase Agreement