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                                                                   EXHIBIT 10.23

                                 FIRST AMENDMENT

     THIS FIRST AMENDMENT dated as of November 10, 2005 (this "Amendment")
amends the Five-Year Revolving Credit Agreement dated as of June 18, 2004, among
Anixter Inc. ("Anixter"), various subsidiaries of Anixter (the "Borrowing
Subsidiaries"), various financial institutions (the "Lenders") and Bank of
America, N.A., as administrative agent (the "Administrative Agent"). Terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined therein.

     WHEREAS, Anixter, the Borrowing Subsidiaries, the Lenders and the
Administrative Agent have entered into the Credit Agreement; and

     WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as more fully set forth herein;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1 Amendments. Subject to the satisfaction of the conditions
precedent set forth in Section 4, the Credit Agreement shall be amended as
follows.

     (a) Section 1.01 of the Credit Agreement is amended by deleting the
definition of "Foreign Currency Loan Notice" and adding the following
definitions in the appropriate alphabetical positions:

          "Applicable Foreign Currency Commitment" means, as to each Available
     Foreign Currency and Applicable Foreign Currency Lender, such Foreign
     Currency Lender's obligation to make Foreign Currency Loans in such
     Available Foreign Currency to the Borrowers (or, in the case of Anixter
     Canada Inc., to make a Canadian Banker's Acceptance facility available)
     pursuant to Section 2.04, in an aggregate principal Dollar Equivalent
     amount at any one time outstanding not to exceed the amount of such Foreign
     Currency Lender's Applicable Foreign Currency Commitment in respect of such
     Available Foreign Currency set forth opposite such Foreign Lender's name on
     Schedule 2.04 or in the Assignment and Assumption pursuant to which such
     Lender becomes a party hereto or in the designation by Anixter accepted by
     such Foreign Currency Lender, as applicable, as such amount may be adjusted
     from time to time in accordance with this Agreement. The aggregate amount
     of all Applicable Foreign Currency Commitments for all Available Foreign
     Currencies shall not exceed the Aggregate Foreign Currency Commitments.

          "Applicable Foreign Currency Lender" means, with respect to any
     Available Foreign Currency, a Foreign Currency Lender with an Applicable
     Foreign Currency Commitment in respect of such Available Foreign Currency.

          "Applicable Foreign Currency Pro Rata Share" means, with respect to
     each Available Foreign Currency and Applicable Foreign Currency Lender, at
     any time the percentage (carried out to the ninth decimal place) that such
     Foreign Currency Lender's Applicable Foreign Currency Commitment in respect
     of such Available Foreign

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     Currency comprises of the aggregate Applicable Foreign Currency Commitments
     in respect of such Available Foreign Currency.

          "Canadian BA Discount Proceeds" means, in respect of any Canadian
     Banker's Acceptance, an amount calculated on the applicable funding date
     which is (rounded to the nearest full cent, with one-half of one cent being
     rounded up) equal to the face amount of such Canadian Banker's Acceptance
     multiplied by the price, where the price is calculated by dividing one by
     the sum of one plus the product of (a) the Canadian BA Discount Rate
     applicable thereto expressed as a decimal fraction multiplied by (b) a
     fraction, the numerator of which is the term of such Canadian Banker's
     Acceptance and the denominator of which is 365, rounded to the nearest
     multiple of 0.001%.

          "Canadian BA Discount Rate" means (a) with respect to any Canadian
     Banker's Acceptance accepted by a Canadian Lender named on Schedule I to
     the Bank Act (Canada), the rate determined by such Canadian Lender as being
     the CDOR Rate on the applicable funding date, and (b) with respect to any
     Canadian Banker's Acceptance accepted by any other Canadian Lender, the
     lesser of (i) the rate advised by such Canadian Lender to the
     Administrative Agent as being the discount rate of such Canadian Lender,
     calculated on the basis of a year of 365 days and determined in accordance
     with normal market practice, for Canadian Banker's Acceptances of such
     Canadian Lender having a comparable face amount and identical maturity date
     to the face amount and maturity date of such Canadian Banker's Acceptance,
     and (ii) the rate determined by such Canadian Lender in accordance with (a)
     above plus 0.10% per annum.

          "Canadian BA Equivalent Loan" has the meaning specified in Schedule
     2.04BA.

          "Canadian Banker's Acceptance" means a depository bill as defined in
     the Depository Bills and Notes Act (Canada) in Canadian Dollars that is in
     the form of an order signed by Anixter Canada Inc. and accepted by a
     Canadian Lender pursuant to this Agreement or, for Canadian Lenders not
     participating in clearing services contemplated in that Act, a draft or
     bill of exchange in Canadian Dollars that is drawn by Anixter Canada Inc.
     and accepted by a Canadian Lender pursuant to this Agreement. Orders or
     drafts that become depository bills, drafts and bills of exchange are
     sometimes collectively referred to in this Agreement as "orders".

          "Canadian Banker's Acceptance Fee" means, with respect to any Canadian
     Banker's Acceptance, the amount calculated by multiplying the face amount
     of the Canadian Banker's Acceptance by the then Applicable Margin
     applicable to Eurocurrency Rate Loans, and then multiplying the result by a
     fraction, the numerator of which is the duration of its term on the basis
     of the actual number of days to elapse from and including the date of
     acceptance of the Canadian Banker's Acceptance by the related Canadian
     Lender up to but excluding the maturity date of the Canadian Banker's
     Acceptance and the denominator of which is the number of days in the
     calendar year in question.

          "Canadian Dollars" means lawful currency of Canada.


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          "Canadian Lender" means a Foreign Currency Lender with a Foreign
     Currency Commitment in Canadian Dollars.

          "Canadian Prime Rate" means, on any day, with respect to any Loan in
     Canadian Dollars by a Canadian Lender, the greater of:

          (a)  the annual rate of interest expressed as a percentage per annum
               on the basis of a 365 or 366 day year, as the case may be,
               announced by such Canadian Lender on that day as its reference
               rate for commercial loans made by it in Canada in Canadian
               Dollars; and

          (b)  the CDOR Rate for one month Canadian Dollar banker's acceptances
               on that day plus 0.75% per annum.

          "CDOR Rate" means, on any date, with respect to any Canadian Banker's
     Acceptance and the related Canadian Lender, the simple average of the rates
     shown on the display referred to as the "CDOR Page" (or any display
     substituted therefor) on Reuters Domestic Money Service (or any successor
     source from time to time) with respect to the banks and other financial
     institutions named in such display at or about 10:00 a.m. (Toronto time) on
     such date for banker's acceptances having an identical maturity date to the
     maturity date of such Canadian Banker's Acceptance, as determined by such
     Canadian Lender, or if such day is not a Business Day, then on the
     immediately preceding Business Day; provided, however, that if such rates
     are not available, then the CDOR Rate for any day shall be calculated as
     the average of the bid rates (rounded upwards to the nearest 1/16th of 1%)
     quoted by such Canadian Lender for its own bankers' acceptances for the
     applicable period as of 10:00 a.m. (Toronto time) on such day, as
     determined by such Canadian Lender, or if such day is not a Business Day,
     then on the immediately preceding Business Day.

          "Foreign Currency Borrowing Notice" means a notice of (a) a Foreign
     Currency Borrowing, or (b) a continuation of Foreign Currency Loans for a
     new Interest Period, pursuant to Section 2.04, which, if in writing, shall
     be substantially in the form of Exhibit A-2.

     (b) Section 1.01 of the Credit Agreement is further amended so that each of
the following definitions reads in its entirety as follows:

          "Aggregate Foreign Currency Commitments" means US$150,000,000, as such
     amount may be reduced or adjusted from time to time in accordance with this
     Agreement. The Aggregate Foreign Currency Commitments are part of, and not
     in addition to, the Aggregate Commitments.

          "Applicable Currency" means, with respect to any Loan or other
     Obligation, the currency in which such Loan or other Obligation is
     denominated.

          "Available Foreign Currency" means (i) British Pounds Sterling, (ii)
     Euro, (iii) Canadian Dollars, and (iv) any other currency (other than US
     Dollars) which is readily


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     available and freely transferable and convertible into US Dollars and which
     is requested by Anixter and approved by the Administrative Agent.

          "Cash Collateralize", with respect to L/C Obligations, has the meaning
     specified in Section 2.05(g) and, with respect to Canadian Banker's
     Acceptances, has the meaning specified in Schedule 2.04BA.

          "Default Rate" means (a) when used with respect to Obligations other
     than Letter of Credit Fees, an interest rate equal to (i) the Base Rate
     plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans plus
     (iii) 2% per annum; provided, however, that (A) with respect to a
     Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to
     the interest rate (including any Applicable Margin) otherwise applicable to
     such Loan plus 2% per annum, in each case to the fullest extent permitted
     by applicable Laws, (B) with respect to a Foreign Currency Swing Line Loan
     or a Foreign Currency Loan (other than a Foreign Currency Loan in Canadian
     Dollars) following the end of the relevant Interest Period therefor, the
     Default Rate shall be an interest rate equal to (i) the applicable
     Overnight Rate plus (ii) 2% per annum and (C) with respect to a Foreign
     Currency Loan in Canadian Dollars, the Default Rate shall be an interest
     rate equal to (i) the applicable Canadian Prime Rate plus (ii) 2% per
     annum, and (b) when used with respect to Letter of Credit Fees, a rate
     equal to (i) the Applicable Margin plus (ii) 2% per annum.

          "Foreign Currency Borrowing" means a borrowing consisting of
     simultaneous Foreign Currency Loans of the same Available Foreign Currency
     from the Applicable Foreign Currency Lenders pursuant to Section 2.04 (or,
     in the case of Canadian Banker's Acceptances, a funding thereof by the
     Canadian Lenders pursuant to Section 2.04 and Schedule 2.04BA).

          "Foreign Currency Commitment" means, as to each Foreign Currency
     Lender, its Applicable Foreign Currency Commitment(s).

          "Foreign Currency Pro Rata Share" means, with respect to each Foreign
     Currency Lender at any time, the percentage (carried out to the ninth
     decimal place) that such Foreign Currency Lender's Applicable Foreign
     Currency Commitment(s) comprise of the Aggregate Foreign Currency
     Commitments at such time.

          "Loan Documents" means this Agreement, each Note, the Guaranty, the
     Agent/Arranger Fee Letters, each Request for Credit Extension, each Issuer
     Document, each Canadian Banker's Acceptance and each Compliance
     Certificate.

          "Obligations" means all advances to, and debts, liabilities,
     obligations, covenants and duties of, any Loan Party arising under any Loan
     Document or otherwise with respect to any Loan, Canadian Banker's
     Acceptance or Letter of Credit, whether direct or indirect (including those
     acquired by assumption), absolute or contingent, due or to become due, now
     existing or hereafter arising and including interest that accrues after the
     commencement by or against any Loan Party or any Affiliate thereof of any


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     proceeding under any Debtor Relief Laws naming such Person as the debtor in
     such proceeding.

          "Outstanding Amount" means (a) with respect to Committed Loans, Swing
     Line Loans and Foreign Currency Loans on any date, the aggregate
     outstanding principal Dollar Equivalent amount thereof after giving effect
     to any borrowings and prepayments or repayments of Committed Loans, Swing
     Line Loans and Foreign Currency Loans, as the case may be, occurring on
     such date, (b) with respect to any L/C Obligations on any date, the Dollar
     Equivalent amount of the aggregate outstanding amount of such L/C
     Obligations on such date after giving effect to any L/C Credit Extension
     occurring on such date and any other changes in the aggregate amount of the
     L/C Obligations as of such date, including as a result of any
     reimbursements by Anixter of Unreimbursed Amounts, and (c) with respect to
     any Canadian Banker's Acceptance, the Dollar Equivalent amount of the
     unpaid portion of the face amount thereof.

          "Revaluation Date" means (a) with respect to any Loan, each of the
     following: (i) each date of a Borrowing of a Loan denominated in an
     Available Foreign Currency, (ii) each date of a continuation of a
     Eurocurrency Rate Loan denominated in an Available Foreign Currency
     pursuant to Section 2.02, and (iii) such additional dates as the
     Administrative Agent shall determine or the Required Lenders shall require;
     (b) with respect to any Canadian Banker's Acceptance, each of the
     following: (i) each date of the funding of such Canadian Banker's
     Acceptance and (ii) such additional dates as the Administrative Agent shall
     determine or the related Canadian Lender shall require, and (c) with
     respect to any Letter of Credit, each of the following: (i) each date of
     issuance of a Letter of Credit denominated in an Available Foreign
     Currency, (ii) each date of an amendment of any such Letter of Credit
     having the effect of increasing the amount thereof (solely with respect to
     the increased amount), (iii) each date of any payment by the L/C Issuer
     under any Letter of Credit denominated in an Available Foreign Currency,
     and (iv) such additional dates as the Administrative Agent or the L/C
     Issuer shall determine or the Required Lenders shall require.

          "Subsidiary" of a Person means a corporation, partnership, joint
     venture, limited liability company or other business entity of which a
     majority of the shares of securities or other interests having ordinary
     voting power for the election of directors or other governing body (other
     than securities or interests having such power only by reason of the
     happening of a contingency) are at the time beneficially directly or
     indirectly owned by such Person. Unless otherwise specified, all references
     herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary
     or Subsidiaries of Anixter.

          "Total Outstandings" means at any time the aggregate principal amount
     (or Dollar Equivalent principal amount, as applicable) of all Loans and all
     L/C Obligations and the Dollar Equivalent amount of the unpaid portion of
     the face amount of all Canadian Banker's Acceptances.

     (c) Section 1.05 of the Credit Agreement is amended to read in its entirety
as follows: 1.05 [RESERVED].


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     (d) Section 2.04 of the Credit Agreement is amended to read in its entirety
as follows:

          (a) Foreign Currency Borrowings. Subject to the terms and conditions
     of this Agreement, with respect to each Available Foreign Currency, each
     Applicable Foreign Currency Lender severally agrees to make loans (each a
     "Foreign Currency Loan" and collectively the "Foreign Currency Loans") in
     such Available Foreign Currency to the Borrowers (and, in the case of each
     Canadian Lender, to make available Canadian Banker's Acceptances for
     Anixter Canada Inc. in accordance with the terms of Schedule 2.04BA) from
     time to time on any Business Day during the period from the Closing Date to
     the Maturity Date in an aggregate Dollar Equivalent amount at any time
     outstanding not to exceed such Foreign Currency Lender's Applicable Foreign
     Currency Commitment in respect of such Available Foreign Currency; provided
     that after giving effect to any Foreign Currency Borrowing, (i) the Total
     Outstandings shall not at any time exceed the Aggregate Commitments, (ii)
     the aggregate Outstanding Amount of all Foreign Currency Loans in such
     Available Foreign Currency of any Foreign Currency Lender (and, in the case
     of Canadian Dollars, Canadian Banker's Acceptances) shall not at any time
     exceed the Applicable Foreign Currency Commitment of such Foreign Currency
     Lender, (iii) the aggregate Outstanding Amount of all Foreign Currency
     Loans in such Available Foreign Currency (and, in the case of a Canadian
     Lender, Canadian Banker's Acceptances) shall not at any time exceed the
     aggregate Applicable Foreign Currency Commitments in respect of such
     Available Foreign Currency, (iv) the aggregate Outstanding Amount of all
     Foreign Currency Loans and Canadian Banker's Acceptances shall not at any
     time exceed the Aggregate Foreign Currency Commitment, and (v) the
     aggregate Outstanding Amount of the Committed Loans of any Lender, plus
     such Lender's Pro Rata Share of the Outstanding Amount of all L/C
     Obligations, Swing Line Loans, Foreign Currency Loans and Canadian Banker's
     Acceptances shall not exceed such Lender's Commitment. Subject to the terms
     and conditions hereof, each Borrower may borrow under this Section 2.04,
     prepay under Section 2.06 and reborrow under this Section 2.04 from time to
     time.

          (b) Procedure for Foreign Currency Borrowings.

          (i) Each Foreign Currency Borrowing and each continuation of Foreign
     Currency Loans for a new Interest Period shall be made upon the applicable
     Borrower's irrevocable notice to the Administrative Agent, which may be
     given by telephone. Each such notice must be received by the Administrative
     Agent not later than 11:00 a.m., four Business Days prior to the requested
     date of any Foreign Currency Borrowing or any continuation of Foreign
     Currency Loans. Each such telephonic notice must be confirmed promptly by
     delivery to the Administrative Agent of a written Foreign Currency
     Borrowing Notice, appropriately completed and signed by a Responsible
     Officer of such Borrower. Each Foreign Currency Borrowing or continuation
     of Foreign Currency Loans shall be in a principal amount of the applicable
     Minimum Tranche. Each Foreign Currency Borrowing Notice (whether telephonic
     or written) shall specify (A) whether such Borrower is requesting a Foreign
     Currency Borrowing or a continuation of Foreign Currency Loans for a new
     Interest Period, (B) the requested date of the Foreign


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     Currency Borrowing or continuation, as the case may be (which shall be a
     Business Day), (C) the principal amount and Available Foreign Currency of
     Foreign Currency Loans to be borrowed or continued or the aggregate face
     amount of Canadian Banker's Acceptances to be accepted, as the case may be,
     and (D) the duration of the Interest Period with respect thereto or the
     maturity of the Canadian Banker's Acceptances, as the case may be. If such
     Borrower fails to specify a new Interest Period in a Foreign Currency Loan
     Notice, then the applicable Foreign Currency Loans shall be continued for a
     new Interest Period of one month's duration.

          (ii) Following receipt of a Foreign Currency Borrowing Notice, the
     Administrative Agent shall promptly notify each Applicable Foreign Currency
     Lender of its Applicable Foreign Currency Pro Rata Share of the applicable
     Foreign Currency Loans or Canadian Banker's Acceptance. In the case of a
     Foreign Currency Borrowing, upon satisfaction of the applicable conditions
     set forth in Section 4.02, each Applicable Foreign Currency Lender shall
     make the amount of its Foreign Currency Loan or Canadian BA Discount
     Proceeds available (x) to the Administrative Agent in immediately available
     funds at the applicable office of the Administrative Agent specified for
     such Available Foreign Currency on Schedule 10.02 not later than 1:00 p.m.,
     local time of such office, on the Business Day specified in the applicable
     Foreign Currency Loan Notice or (y) directly to the applicable Borrower,
     with notice to the Administrative Agent, in accordance with other funding
     procedures that may be agreed to from time to time among the Borrowers, the
     Administrative Agent and the Applicable Foreign Currency Lenders or (z) in
     the case of Canadian Banker's Acceptances, to Anixter Canada Inc. in
     accordance with Schedule 2.04BA. The Administrative Agent shall make all
     funds so received by the Administrative Agent available to the applicable
     Borrower in like funds as received by the Administrative Agent either by
     (A) crediting the account of such Borrower on the books of Bank of America
     with the amount of such funds or (B) wire transfer of such funds, in each
     case in accordance with instructions provided to the Administrative Agent
     by such Borrower.

          (iii) During the existence of a Default, the Required Lenders may
     demand that any or all of the then outstanding Foreign Currency Loans be
     converted immediately to Loans bearing interest at the applicable Overnight
     Rate.

          (iv) The Administrative Agent shall promptly notify Anixter and the
     Lenders of the interest rate applicable to any Foreign Currency Loan upon
     determination of such interest rate. The determination of the Eurocurrency
     Rate and Overnight Rate by the Administrative Agent shall be conclusive in
     the absence of manifest error.

          (v) After giving effect to all Foreign Currency Borrowings, and all
     continuations of Foreign Currency Loans as the same Type, there shall not
     be more than ten Interest Periods in effect with respect to Foreign
     Currency Loans.

     (c) Participations in Foreign Currency Loans and Canadian Banker's
Acceptances.

               (i) Each Lender agrees that it shall at all times have a
          participation in, and acknowledges that it is irrevocably and
          unconditionally obligated, upon


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          receipt of notice that the Administrative Agent has received a Foreign
          Currency Participation Funding Notice, to fund (or to cause an
          Affiliate to fund) its participation in, each outstanding Foreign
          Currency Loan and Canadian Banker's Acceptance in an amount equal to
          its Pro Rata Share of the amount of such Foreign Currency Loan or its
          Pro Rata Share of the Canadian BA Discount Proceeds in respect of such
          Canadian Banker's Acceptance, as the case may be.

               (ii) The Administrative Agent shall promptly notify each Lender
          of its receipt of a Foreign Currency Participation Funding Notice.
          Promptly (and in any event within three Business Days) upon receipt of
          such Notice, each Lender shall (or shall cause an Affiliate to) make
          available to the Administrative Agent for the account of the Foreign
          Currency Lenders an amount in the applicable currencies and in Same
          Day Funds equal to its Pro Rata Share of all outstanding Foreign
          Currency Loans (and, with respect to participations in Canadian
          Banker's Acceptances, its Pro Rata Share of the Canadian BA Discount
          Proceeds of all outstanding Canadian Banker's Acceptances). If any
          Lender so notified fails to make available to the Administrative Agent
          for the account of the Foreign Currency Lenders the full amount of
          such Lender's participations in all Foreign Currency Loans and
          Canadian Banker's Acceptances by the date which is three Business Days
          after its receipt of such notice from the Administrative Agent, then
          interest shall accrue on such Lender's obligations to fund such
          participations, from such date to the date such Lender pays such
          obligations in full, at a rate per annum equal to the applicable
          Overnight Rate in effect from time to time during such period.

               (iii) From and after the date on which a Foreign Currency Lender
          has delivered to the Administrative Agent a Foreign Currency
          Participation Funding Notice, all funds received by the Foreign
          Currency Lenders in payment of the Foreign Currency Loans and Canadian
          Banker's Acceptances, interest accrued thereon and other amounts
          payable in respect thereof shall be delivered by each Foreign Currency
          Lender to the Administrative Agent, in the same funds as those
          received by such Foreign Currency Lender, to be distributed to all
          Lenders in accordance with their Pro Rata Shares (i.e., giving effect
          to the funding of participations pursuant to this Section 2.04),
          except that (A) the Pro Rata Share of such funds of any Lender that
          has not funded its participations as provided herein shall be retained
          by such Foreign Currency Lender, and (B) interest accrued on any
          portion of any Foreign Currency Loan prior to the Lenders' funding of
          their respective participations therein shall be retained by such
          Foreign Currency Lender.

               (iv) If the Administrative Agent or any Foreign Currency Lender
          is required at any time to return to a Borrower, or to a trustee,
          receiver, liquidator or custodian, or any official in any bankruptcy
          or insolvency proceeding, any portion of any payment made by such
          Borrower to the Administrative Agent or such Foreign Currency Lender
          in respect of any Foreign Currency Loan, any Canadian Banker's
          Acceptance or any interest or fee thereon, each Lender shall, on
          demand of the Administrative Agent, forthwith return to the
          Administrative


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          Agent for the account of such Foreign Currency Lender the amount of
          its Pro Rata Share of the amount so returned by the Administrative
          Agent or such Foreign Currency Lender plus interest thereon from the
          date such demand is made to the date such amount is returned by such
          Lender to the Administrative Agent, at a rate per annum equal to the
          applicable Overnight Rate from time to time in effect.

               (v) The Required Lenders, the Foreign Currency Lenders and the
          Administrative Agent may agree on any other reasonable method (such as
          making assignments of Foreign Currency Loans or Canadian Banker's
          Acceptances) for sharing the risks of Foreign Currency Loans and
          Canadian Banker's Acceptances ratably among all Lenders according to
          their Pro Rata Shares so long as such method does not materially
          disadvantage any Lender.

               (vi) References to participations in Foreign Currency Loans in
          this Agreement (including in the definitions of "Commitment",
          "Defaulting Lender", "Foreign Currency Participation Funding Notice"
          and "Voting Percentage", subsection 2.12(b), subsection 2.13(f),
          Section 2.14 and Section 10.06) shall be deemed to include
          participations in Canadian Banker's Acceptances.

          (d) Each Lender's obligation to purchase participation interests in
     Foreign Currency Loans and Canadian Banker's Acceptances pursuant to this
     Section 2.04 shall be absolute and unconditional and shall not be affected
     by any circumstance whatsoever, including (i) any set-off, counterclaim,
     recoupment, defense or other right which such Lender may have against any
     other Lender, any Borrower or any other Person for any reason whatsoever;
     (ii) the occurrence or continuance of an Event of Default, a Default or a
     Material Adverse Effect; (iii) any breach of this Agreement by any Borrower
     or any other Lender; (iv) any inability of any Borrower to satisfy the
     conditions precedent to borrowing set forth in this Agreement on the date
     upon which any Foreign Currency Loan or Canadian Banker's Acceptance is to
     be refunded or any participation interest in any Loan is to be purchased;
     or (v) any other circumstance, happening or event whatsoever, whether or
     not similar to any of the foregoing.

          (e) Notwithstanding the provisions of subsection (d) above, no Lender
     shall be required to purchase a participation interest in a Foreign
     Currency Loan or Canadian Banker's Acceptance pursuant to this Section 2.04
     if, at least two Business Days prior to the making of such Foreign Currency
     Loan or Canadian Banker's Acceptance, the Administrative Agent and the
     Foreign Currency Lenders received written notice from such Lender
     specifying that such Lender believed in good faith that one or more of the
     conditions precedent to the making of such Loan or Canadian Banker's
     Acceptance were not satisfied (and detailing its basis for such good faith
     belief) and, in fact, such conditions precedent to the making of such Loan
     or Canadian Banker's Acceptance were not satisfied at the time of the
     making of such Loan or Canadian Banker's Acceptance; provided that the
     obligation of such Lender to make such Loan or Canadian Banker's Acceptance
     and/or to purchase such participation interest shall be reinstated upon the
     earlier of (i) the date on which such Lender notifies the Administrative
     Agent that its prior notice has been withdrawn or (ii) the date on which
     all conditions precedent to the


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     making of such Foreign Currency Loan or Canadian Banker's Acceptance have
     been satisfied (or waived by the Required Lenders or all Lenders, as
     applicable).

          (f) If at any time that the Outstanding Amount of all Foreign Currency
     Loans and Canadian Banker's Acceptances denominated at such time exceeds an
     amount equal to 105% of the Aggregate Foreign Currency Commitments then in
     effect, the Administrative Agent may (or, at the request of a Foreign
     Currency Lender, shall) notify Anixter of such excess and, then, within two
     Business Days after receipt of such notice, the Borrowers shall prepay
     Loans and/or Cash Collateralize Canadian Banker's Acceptances in an
     aggregate amount sufficient to reduce such Outstanding Amount as of such
     date of payment to an amount not to exceed 100% of the Aggregate Foreign
     Currency Commitments then in effect.

          (g) Interest Act (Canada). For the purposes of the Interest Act
     (Canada), (i) whenever a rate of interest or fee rate hereunder is
     calculated on the basis of a year (the "deemed year") that contains fewer
     days than the actual number of days in the calendar year of calculation,
     such rate of interest or fee rate shall be expressed as a yearly rate by
     multiplying such rate of interest or fee rate by the actual number of days
     in the calendar year of calculation and dividing it by the number of days
     in the deemed year, (ii) the principle of deemed reinvestment of interest
     shall not apply to any interest calculation hereunder and (iii) the rates
     of interest stipulated herein are intended to be nominal rates and not
     effective rates or yields.

     (e) Section 2.06(c) of the Credit Agreement is amended to read in its
entirety as follows:

          (c) The Borrowers may, upon notice to the Administrative Agent, at any
     time or from time to time voluntarily prepay Foreign Currency Loans in any
     Available Foreign Currency in whole or in part without premium or penalty;
     provided that (i) such notice must be received by the Administrative Agent
     not later than 11:00 a.m. four Business Days prior to any date of
     prepayment of Foreign Currency Loans; and (ii) any prepayment of Foreign
     Currency Loans shall be in a principal amount of the applicable Minimum
     Tranche. Each such notice shall specify the date and amount of such
     prepayment and the Foreign Currency Loans to be prepaid. The Administrative
     Agent will promptly notify each Applicable Foreign Currency Lender of its
     receipt of each such notice, and of such Applicable Foreign Currency
     Lender's Applicable Foreign Currency Pro Rata Share of such prepayment or,
     in the case of a prepayment in connection with a reduction or termination
     in an Applicable Foreign Currency Commitment pursuant to Section 2.18, such
     Applicable Foreign Currency Lender's share of such prepayment. If such
     notice is given by a Borrower, such Borrower shall make such prepayment to
     the Administrative Agent (or to the related Applicable Foreign Currency
     Lenders pursuant to procedures that may be agreed upon from time to time
     among the Borrowers, the Administrative Agent and such Applicable Foreign
     Currency Lenders) and the payment amount specified in such notice shall be
     due and payable on the date specified therein. Any prepayment of a Foreign
     Currency Loan shall be accompanied by all accrued interest thereon,
     together with any additional amounts required pursuant to Section 3.05.
     Each such prepayment shall be applied to the Foreign Currency Loans of the
     Applicable Foreign Currency Lenders in accordance with their respective
     Applicable Foreign


                                      -10-

<PAGE>

     Currency Pro Rata Shares, except in the case of a prepayment in connection
     with a reduction or termination in an Applicable Foreign Currency
     Commitment pursuant to Section 2.18, in which case such prepayment shall be
     applied to the applicable Foreign Currency Lender's Foreign Currency Loans.

     (f) Section 2.09(a) of the Credit Agreement is hereby amended so that
clause (v) thereof reads in entirety as follows and the following clause (vi) is
added thereto:

     (v) each Foreign Currency Loan (other than Loans in Canadian Dollars) shall
     bear interest on the outstanding principal amount thereof for each Interest
     Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate
     for such Interest Period plus (B) the Applicable Margin, and (vi) each
     Foreign Currency Loan in Canadian Dollars shall bear interest on the
     outstanding principal amount thereof from the applicable borrowing date at
     a rate per annum equal to the Canadian Prime Rate.

     (g) Article II of the Credit Agreement is further amended by adding thereto
the following Section 2.18:

          2.18 DESIGNATION OF FOREIGN CURRENCY LENDERS; INCREASES, REDUCTIONS OR
     TERMINATIONS OF APPLICABLE FOREIGN CURRENCY COMMITMENTS.

          (a) Anixter may, from time to time, with the acceptance of the related
     Lender and the approval of the Administrative Agent (such approval by the
     Administrative Agent not to be unreasonably withheld), designate a Lender
     as a Foreign Currency Lender with an Applicable Foreign Currency Commitment
     in respect of an Available Foreign Currency, provided that (i) the
     aggregate Applicable Foreign Currency Commitments in respect of all
     Available Foreign Currencies shall not exceed the Aggregate Foreign
     Currency Commitments, and (ii) any such new Applicable Foreign Currency
     Commitment shall be in an aggregate amount of US$1,000,000 or any whole
     multiple of US$500,000 in excess thereof.

          (b) Anixter may, from time to time, with the acceptance of the related
     Foreign Currency Lender and the approval of the Administrative Agent (such
     approval by the Administrative Agent not to be unreasonably withheld),
     increase the Applicable Foreign Currency Commitment of such Foreign
     Currency Lender, provided that (i) the aggregate Applicable Foreign
     Currency Commitments in respect of all Available Foreign Currencies shall
     not exceed the Aggregate Foreign Currency Commitments, and (ii) any such
     increase in an Applicable Foreign Currency Commitment shall be in an
     aggregate amount of US$1,000,000 or any whole multiple of US$500,000 in
     excess thereof.

          (c) Upon the effectiveness of any new Applicable Foreign Currency
     Commitment or any increase in an Applicable Foreign Currency Commitment,
     the Borrowers shall make such borrowings and prepayments of Foreign
     Currency Loans in the related Available Foreign Currency (and pay any
     additional amounts pursuant to Section 3.05)(and in the case of Canadian
     Lenders, the Canadian Lenders shall sell and purchase participations in
     outstanding Canadian Banker's Acceptances) to the extent necessary to keep
     the outstanding Foreign Currency Loans in such Available Foreign


                                      -11-

<PAGE>

     Currency (and, in the case of Canadian Lenders, Canadian Banker's
     Acceptances) ratable with any revised Applicable Foreign Currency Pro Rata
     Shares arising from any nonratable increase in Applicable Foreign Currency
     Commitments under this Section.

          (d) Anixter may, upon notice to the Administrative Agent, terminate
     the Applicable Foreign Currency Commitment of any Foreign Currency Lender,
     or reduce any Applicable Foreign Currency Commitment to an amount not less
     than the then Outstanding Amount of all Foreign Currency Loans in the
     related Available Foreign Currency of such Foreign Currency Lender (and, if
     applicable, its Canadian Banker's Acceptances); provided that (i) any such
     notice shall be received by the Administrative Agent not later than 11:00
     a.m., five Business Days prior to the date of termination or reduction, and
     (ii) any such partial reduction shall be in an aggregate amount of
     US$1,000,000 or any whole multiple of US$500,000 in excess thereof.

          (e) The Administrative Agent shall promptly notify the Lenders of any
     designation of a Foreign Currency Lender, of any increase in any Applicable
     Foreign Currency Commitment and of any notice of reduction or termination
     of Applicable Foreign Currency Commitments.

          (f) Without the consent of the Administrative Agent, Anixter may not
     effect more than three adjustments of Applicable Foreign Currency
     Commitments in any twelve month period pursuant to this Section (it being
     understood that a single adjustment may involve the concurrent addition,
     termination, increase or decrease of more than one Applicable Foreign
     Currency Commitment and the concurrent addition or termination of Available
     Foreign Currencies).

     (h) Section 7.01 of the Credit Agreement is amended by replacing the amount
"US$100,000,000" in the proviso thereto with the amount "One Hundred Fifty
Million Dollars (US$150,000,000)".

     (i) Section 7.04(v) of the Credit Agreement is amended by replacing the
amount "Seventy Five Million Dollars (US$75,000,000)" therein with the amount
"One Hundred Twenty Five Million Dollars (US$125,000,000)".

     (j) Section 8.02(c) of the Credit Agreement is amended to read in its
entirety as follows:

          (c) require that Anixter Cash Collateralize the L/C Obligations and
     Canadian Banker's Acceptances (in an amount equal to the then Outstanding
     Amount thereof); and

     (k) The Credit Agreement is amended (i) so that each reference to a Foreign
Currency Loan Notice is replaced with a reference to a Foreign Currency
Borrowing Notice, (ii) so that Schedule 2.01 reads in its entirety in the form
of Schedule 2.01 attached hereto, (iii) by adding thereto as Schedule 2.04
thereto Schedule 2.04 attached hereto, (iv) by adding thereto as Schedule 2.04BA
thereto Schedule 2.04BA attached hereto, (v) so that Schedule 10.02 reads in its
entirety in the form of Schedule 10.02 attached hereto, and (vi) so that Exhibit
A-2 reads in its entirety in the form of Exhibit A-2 attached hereto.


                                      -12-

<PAGE>

     SECTION 2 Addition of Anixter Canada Inc. as Borrowing Subsidiary. Pursuant
to Section 2.15 of the Credit Agreement, Anixter hereby designates its
Subsidiary, Anixter Canada Inc., organized under the laws of Canada (the
"Designated Borrowing Subsidiary"), as a Borrowing Subsidiary.

     Anixter and the Designated Borrowing Subsidiary (i) confirm that the
Designated Borrowing Subsidiary is a Foreign Subsidiary and (ii) make, on and as
of the date hereof, the representations and warranties as to the Designated
Borrowing Subsidiary contained in Article V of the Credit Agreement. The
Designated Borrowing Subsidiary agrees to be bound in all respects by the terms
of the Credit Agreement, including, without limitation, Article IV thereof, and
to perform all of the obligations of a Borrowing Subsidiary thereunder. Each
reference to a Borrowing Subsidiary in the Credit Agreement shall be deemed to
include the Designated Borrowing Subsidiary.

     By its signature hereto each Guarantor ratifies and confirms the provisions
of the Guaranty with respect to all Loans made by any Lender to the Designated
Borrowing Subsidiary.

     The address to which communications to the Designated Borrowing Subsidiary
under the Credit Agreement should be directed is

          Anixter Canada Inc.
          c/o Anixter Inc.
          2301 Patriot Boulevard
          Glenview, IL 60025
          Attn: Rod Shoemaker
          Telephone: (847) 521-8000
          Facsimile: (847) 521-8990
          Electronic Mail:
          rod.shoemaker@anixter.com

     Upon the effectiveness of this Amendment pursuant to Section 4 below, the
Designated Borrowing Subsidiary shall become a Borrowing Subsidiary under the
Credit Agreement as though it were an original party thereto and shall be
entitled to borrow under the Credit Agreement upon the satisfaction of the
conditions precedent set forth in Section 4.02 of the Credit Agreement.

     SECTION 3 Warranties. Each Borrower represents and warrants to the
Administrative Agent and the Lenders that, after giving effect to the
effectiveness hereof, (a) each warranty set forth in Article V of the Credit
Agreement is true and correct in all material respects, except to the extent
that such warranty specifically refers to an earlier date, and (b) no Default or
Event of Default exists.

     SECTION 4 Effectiveness of Amendment. The amendments set forth in Section 1
above and the addition of the Designated Borrowing Subsidiary as a Borrowing
Subsidiary pursuant to Section 2 above shall become effective when the
Administrative Agent shall have received all of the following (provided that the
following are received on or before December 15, 2005): (i) counterparts of this
Amendment executed by Anixter, the Borrowing Subsidiaries


                                      -13-

<PAGE>

(including the Designated Borrowing Subsidiary), the Guarantors, the Lenders,
the Swing Line Lender, the L/C Issuer and the Administrative Agent; (ii) Foreign
Currency Notes executed by the Designated Borrowing Subsidiary payable to the
order of each Foreign Currency Lender requesting such a Note, each in the
principal amount of such Foreign Currency Lender's Foreign Currency Commitment,
and a Swing Line Note executed by the Designated Borrowing Subsidiary payable to
the order of the Swing Line Lender in the principal amount of the Swing Line
Loan Commitment; (iii) all documents as shall reasonably demonstrate the
existence of the Designated Borrowing Subsidiary, the corporate power and
authority of the Loan Parties (including the Designated Borrowing Subsidiary) to
enter into and the validity with respect to the Loan Parties (including the
Designated Borrowing Subsidiary) of this Amendment and the other Loan Documents
and any other matters relevant hereto (including opinions of counsel), all in
form and substance satisfactory to the Administrative Agent; and (iv) any
governmental and third party approvals necessary or advisable in connection with
the execution, delivery and performance of this Amendment by the Loan Parties.

     SECTION 5 Miscellaneous.

     5.1 Continuing Effectiveness, etc. As herein amended, the Credit Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects. After the effectiveness of this Amendment, all references in the
Credit Agreement and the other Loan Documents to "Credit Agreement" or similar
terms shall refer to the Credit Agreement as amended hereby.

     5.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.

     5.3 Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of Illinois.

     5.4 Successors and Assigns. This Amendment shall be binding upon Anixter,
the Borrowing Subsidiaries (including the Designated Borrowing Subsidiary), the
Guarantors, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of Anixter, the Borrowing
Subsidiaries (including the Designated Borrowing Subsidiary), the Lenders and
the Administrative Agent and the respective successors and assigns of the
Lenders and the Administrative Agent.


                                      -14-

<PAGE>

     Delivered as of the day and year first above written.

                                        ANIXTER INC., as Borrower


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


                                        ANIXTER INTERNATIONAL BVBA, as a
                                        Borrowing Subsidiary


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


                                        ANIXTER INTERNATIONAL LTD., as a
                                        Borrowing Subsidiary


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


                                        ANIXTER CANADA INC., as a Borrowing
                                        Subsidiary


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


                                      S-1

<PAGE>

                                        GUARANTORS:

                                        ANIXTER INTERNATIONAL INC.


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


                                        ANIXTER-REAL ESTATE, INC.


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


                                        ANIXTER INFORMATION SYSTEMS CORPORATION


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


                                        ANIXTER FINANCIAL INC.


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


                                      S-2

<PAGE>

                                        BANK OF AMERICA, N.A., as
                                        Administrative Agent


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


                                        BANK OF AMERICA, N.A., as a Lender,
                                        Swing Line Lender and L/C Issuer


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


                                      S-3

<PAGE>

                                        JPMORGAN CHASE BANK, N.A., as Co-
                                        Documentation Agent and Lender


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


                                      S-4

<PAGE>

                                        THE BANK OF NOVA SCOTIA, as Co-
                                        Documentation Agent and Lender


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


                                      S-5

<PAGE>

                                        WACHOVIA BANK, N.A., as Syndication
                                        Agent and a Lender


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


                                      S-6

<PAGE>

                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        as a Co-Documentation Agent and a Lender


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


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


                                      S-7

<PAGE>

                                        NATIONAL CITY BANK OF
                                        MICHIGAN/ILLINOIS, as a Lender


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


                                      S-8

<PAGE>

                                        SUNTRUST BANK, as a Lender


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


                                      S-9

<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as a Lender


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


                                      S-10

<PAGE>

                                        BANCA NAZIONALE DEL LAVORO SPA-NEW YORK
                                        BRANCH, as a Lender


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


                                      S-11

<PAGE>

                                        THE BANK OF NEW YORK, as a Lender


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


                                      S-12

<PAGE>

                                        KEYBANK NATIONAL ASSOCIATION,
                                        as a Lender


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


                                      S-13

<PAGE>

                                        THE NORTHERN TRUST COMPANY, as a Lender


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


                                      S-14

<PAGE>

                                        THE ROYAL BANK OF SCOTLAND PLC,
                                        as a Lender


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


                                      S-15

<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                                        PRO RATA
            LENDER                   COMMITMENT          SHARE
            ------               -----------------   -------------
<S>                              <C>                 <C>
Bank of America, N.A.            US$ 31,000,000.00    11.272727273%

Wachovia Bank N.A.               US$ 31,000,000.00    11.272727273%

JPMorgan Chase Bank, N.A.        US$ 26,000,000.00     9.454545455%

The Bank of Nova Scotia          US$ 26,000,000.00     9.454545455%

Wells Fargo Bank, National       US$ 26,000,000.00     9.454545455%
Association

National City Bank of            US$ 20,000,000.00     7.272727273%
Michigan/Illinois

SunTrust Bank                    US$ 20,000,000.00     7.272727273%

U.S. Bank National Association   US$ 20,000,000.00     7.272727273%

Banca Nazionale del Lavoro       US$ 15,000,000.00     5.454545455%
SPA-New York Branch

The Bank of New York             US$ 15,000,000.00     5.454545455%

KeyBank National Association     US$ 15,000,000.00     5.454545455%

The Northern Trust Company       US$ 15,000,000.00     5.454545455%

The Royal Bank of Scotland plc   US$ 15,000,000.00     5.454545455%

Total                            US$275,000,000.00   100.000000000%
</TABLE>

<PAGE>

                                                                   SCHEDULE 2.04

                     APPLICABLE FOREIGN CURRENCY COMMITMENTS
                 AND APPLICABLE FOREIGN CURRENCY PRO RATA SHARES

<TABLE>
<CAPTION>
                             APPLICABLE FOREIGN     APPLICABLE FOREIGN
    APPLICABLE FOREIGN      CURRENCY COMMITMENT   CURRENCY PRO RATA
CURRENCY LENDER (BRITISH      (BRITISH POUNDS     SHARE (BRITISH POUNDS
     POUNDS STERLING)            STERLING)              STERLING)
-------------------------   -------------------   ---------------------
<S>                         <C>                   <C>
Bank of America, N.A.          US$40,000,000           50.000000000%
JPMorgan Chase Bank, N.A.      US$20,000,000           25.000000000%
Wachovia Bank N.A.             US$20,000,000           25.000000000%

Total                          US$80,000,000          100.000000000%
</TABLE>

<TABLE>
<CAPTION>
                             APPLICABLE FOREIGN   APPLICABLE FOREIGN
    APPLICABLE FOREIGN      CURRENCY COMMITMENT    CURRENCY PRO RATA
 CURRENCY LENDER (EUROS)          (EUROS)            SHARE (EUROS)
-------------------------   -------------------   ------------------
<S>                         <C>                   <C>
Bank of America, N.A.          US$20,000,000         50.000000000%
JPMorgan Chase Bank, N.A.      US$20,000,000         50.000000000%

Total                          US$40,000,000        100.000000000%
</TABLE>

<TABLE>
<CAPTION>
    APPLICABLE FOREIGN       APPLICABLE FOREIGN      APPLICABLE FOREIGN
CURRENCY LENDER (CANADIAN   CURRENCY COMMITMENT   CURRENCY PRO RATA SHARE
         DOLLARS)            (CANADIAN DOLLARS)      (CANADIAN DOLLARS)
-------------------------   -------------------   -----------------------
<S>                         <C>                   <C>
The Bank of Nova Scotia        US$30,000,000           100.000000000%

Total                          US$30,000,000           100.000000000%
</TABLE>

<PAGE>

                                                                 SCHEDULE 2.04BA

                          CANADIAN BANKER'S ACCEPTANCES

1.   EXECUTION OF CANADIAN BANKER'S ACCEPTANCES

     (a)  To facilitate the acceptance of Canadian Banker's Acceptances
          hereunder, Anixter Canada Inc. hereby appoints each Canadian Lender as
          its attorney to sign and endorse on its behalf, as and when considered
          necessary by such Canadian Lender, an appropriate number of orders in
          the form prescribed by such Canadian Lender.

     (b)  Each Canadian Lender may, at its option, execute any order in
          handwriting or by the facsimile or mechanical signature of any of its
          authorized officers, and each Canadian Lender is hereby authorized to
          accept or pay, as the case may be, any order of Anixter Canada Inc.
          which purports to bear such a signature notwithstanding that any such
          individual has ceased to be an authorized officer of such Canadian
          Lender. Any such order or Canadian Banker's Acceptance shall be as
          valid as if he or she were an authorized officer at the date of issue
          of the order or Canadian Banker's Acceptance.

     (c)  Any order or Canadian Banker's Acceptance signed by a Canadian Lender
          as attorney for Anixter Canada Inc., whether signed in handwriting or
          by the facsimile or mechanical signature of an authorized officer of a
          Canadian Lender, may be dealt with by such Canadian Lender to all
          intents and purposes and shall bind Anixter Canada Inc. as if duly
          signed and issued by Anixter Canada Inc.

     (d)  The receipt by a Canadian Lender of a request for a Foreign Currency
          Borrowing by way of Canadian Banker's Acceptances shall be such
          Canadian Lender's sufficient authority to execute, and each Canadian
          Lender shall, subject to the terms and conditions of this Agreement,
          execute orders in accordance with such request and the advice of the
          Administrative Agent given pursuant to Section 4 of this Schedule, and
          the orders so executed shall thereupon be deemed to have been
          presented for acceptance.

2.   SALE OF CANADIAN BANKER'S ACCEPTANCES

     (a)  It shall be the responsibility of each Canadian Lender to arrange, in
          accordance with normal market practice, for the sale on each funding
          date of the Canadian Banker's Acceptances to be accepted by that
          Canadian Lender, failing which the Canadian Lender shall purchase its
          Canadian Banker's Acceptances.

     (b)  In accordance with the procedures set forth in Section 4 of this
          Schedule, the Canadian Lender will make the net proceeds of the
          Foreign Currency Borrowing by way of Canadian Banker's Acceptances
          available to Anixter Canada Inc. on


                                    2.04BA-1

<PAGE>

          the funding date by crediting the account in Canada designated by
          Anixter Canada Inc. with such amount.

3.   SIZE AND MATURITY OF CANADIAN BANKER'S ACCEPTANCES AND ROLLOVERS

Each Foreign Currency Borrowing by means of Canadian Banker's Acceptances shall
be in a minimum amount of $2,500,000 and the maximum number of Canadian Banker's
Acceptances outstanding at any time shall not exceed ten. Each Canadian Banker's
Acceptance shall have a term of 1, 2, 3 or (subject to availability) 6 months
after the date of acceptance of the order by a Canadian Lender, but no Canadian
Banker's Acceptance may mature on a date which is not a Business Day or after
the Maturity Date. The face amount at maturity of a Canadian Banker's Acceptance
may be renewed as a Canadian Banker's Acceptance (by repayment and reissue) or
repaid.

4.   CO-ORDINATION OF CANADIAN BA ADVANCES

Each Canadian Lender shall advance its Applicable Foreign Currency Pro Rata
Share of each Foreign Currency Borrowing by way of Canadian Banker's Acceptances
in accordance with the provisions set forth below.

     (a)  The Administrative Agent, promptly following receipt of a notice from
          Anixter Canada Inc. pursuant to Section 2.04 requesting a Foreign
          Currency Borrowing by way of Canadian Banker's Acceptances, shall
          advise each Canadian Lender of the aggregate face amount and term(s)
          of the Canadian Banker's Acceptances to be accepted by it, which
          term(s) shall be identical for all Canadian Lenders. The aggregate
          face amount of Canadian Banker's Acceptances to be accepted by a
          Canadian Lender shall be determined by the Administrative Agent by
          reference to the respective Canadian Commitments of the Canadian
          Lenders, except that, if the face amount of a Canadian Banker's
          Acceptance would not be $1,000,000 or a whole multiple thereof, the
          face amount shall be increased or reduced by the Administrative Agent
          in its sole discretion to the nearest whole multiple of $1,000,000.

     (b)  Each Canadian Lender shall transfer to Anixter Canada Inc., for value
          not later than 11:00 a.m. (Toronto time) on each funding date
          immediately available Canadian Dollars in an aggregate amount equal to
          the Canadian BA Discount Proceeds of all Canadian Banker's Acceptances
          accepted and sold or purchased by the Canadian Lender on such funding
          date net of the applicable Canadian Banker's Acceptance Fee and net of
          the amount required to pay any of its previously accepted Canadian
          Banker's Acceptances that are maturing on the funding date or any of
          its other Foreign Currency Borrowings that are being converted to
          Canadian Banker's Acceptances on the funding date.

     (c)  Notwithstanding any other provision hereof, for the purpose of
          determining the amount to be transferred by a Canadian Lender to
          Anixter Canada Inc. in respect of the sale of any Canadian Banker's
          Acceptance accepted by such Canadian


                                    2.04BA-2

<PAGE>

          Lender and sold or purchased by it, the proceeds of sale thereof shall
          be deemed to be an amount equal to the Canadian BA Discount Proceeds
          calculated with respect thereto. Accordingly, in respect of any
          particular Canadian Banker's Acceptance accepted by it, a Canadian
          Lender in addition to its entitlement to retain the applicable
          Canadian Banker's Acceptance Fee for its own account (i) shall be
          entitled to retain for its own account the amount, if any, by which
          the actual proceeds of sale thereof exceed the Canadian BA Discount
          Proceeds calculated with respect thereto; and (ii) shall be required
          to pay out of its own funds the amount, if any, by which the actual
          proceeds of sale thereof are less than the Canadian BA Discount
          Proceeds calculated with respect thereto.

     (d)  Whenever Anixter Canada Inc. requests a Foreign Currency Borrowing
          that includes Canadian Banker's Acceptances, each Lender that is not
          permitted by applicable law or by customary market practice to accept
          a Canadian Banker's Acceptance (a "Non BA Lender") shall, in lieu of
          accepting its pro rata amount of such Canadian Banker's Acceptances,
          make available to the Borrower on the Drawdown Date a non-interest
          bearing loan (a "Canadian BA Equivalent Loan") in Canadian Dollars in
          an amount equal to the Canadian BA Discount Proceeds of its pro rata
          amount of the Canadian Banker's Acceptances based on the Canadian BA
          Discount Rate applicable to a Canadian Lender named on Schedule I to
          the Bank Act (Canada) plus 0.10% per annum. Each Non BA Lender shall
          also be entitled to deduct from the Canadian BA Equivalent Loan an
          amount equal to the Canadian Banker's Acceptance Fee that would have
          been applicable had it been able to accept Canadian Banker's
          Acceptances. The Canadian BA Equivalent Loan shall have a term equal
          to the term of the Canadian Banker's Acceptances that the Non BA
          Lender would otherwise have accepted and Anixter Canada Inc. shall, at
          the end of that term, be obligated to pay the Non BA Lender an amount
          equal to the aggregate face amount of the Canadian Banker's
          Acceptances that it would otherwise have accepted. All provisions of
          this Agreement applicable to Canadian Banker's Acceptances and
          Canadian Lenders that accept Canadian Banker's Acceptances shall apply
          mutatis mutandis to Canadian BA Equivalent Loans and Non BA Lenders
          and, without limiting the foregoing, Foreign Currency Borrowings shall
          include Canadian BA Equivalent Loans.

5.   PAYMENT OF CANADIAN BANKER'S ACCEPTANCES; CASH COLLATERAL; TAXES, YIELD
     PROTECTION AND ILLEGALITY

     (a)  Anixter Canada Inc. shall provide for the payment to each Canadian
          Lender of the full face amount of each Canadian Banker's Acceptance
          accepted for its account on the earlier of (i) the date of maturity of
          a Canadian Banker's Acceptance; and (ii) the date on which any
          Obligations become due and payable pursuant to Section 8.02. Each
          Canadian Lender shall be entitled to recover interest from Anixter
          Canada Inc. at the Default Rate, upon any amount payment of which has
          not been provided for by Anixter Canada Inc. in accordance with this
          Section. Interest shall be calculated from and including the date of
          maturity of each such


                                    2.04BA-3

<PAGE>

          Canadian Banker's Acceptance up to but excluding the date such
          payment, and all interest thereon, is provided for by Anixter Canada
          Inc., both before and after demand, default and judgment.

     (b)  For purposes of this Schedule 2.04BA, Section 2.04(f) and Section
          8.02(c), "Cash Collateralize" means to pledge and deposit with or
          deliver to the Administrative Agent, for the benefit of the Canadian
          Lenders and the Lenders, as collateral for the Obligations in respect
          of Canadian Banker's Acceptances, cash or deposit account balances
          pursuant to documentation in form and substance satisfactory to the
          Administrative Agent and the Canadian Lenders (which documents are
          hereby consented to by the Lenders). Derivatives of such term have
          corresponding meanings. Anixter hereby grants to the Administrative
          Agent, for the benefit of the Canadian Lenders and the Lenders, a
          security interest in all such cash, deposit accounts and all balances
          therein and all proceeds of the foregoing. Cash Collateral shall be
          maintained in blocked, non-interest bearing deposit accounts at Bank
          of America.

     (c)  The provisions of Article III applicable to Loans, Letters of Credit
          and the Commitments and Obligations in respect thereof apply to
          Canadian Banker's Acceptances and the Commitments and Obligations in
          respect thereof, mutatis mutandis.

6.   DEEMED ADVANCE - CANADIAN BANKER'S ACCEPTANCES

Except for amounts which are paid from the proceeds of a rollover of a Canadian
Banker's Acceptance or for which payment has otherwise been funded by Anixter
Canada Inc., any amount which a Canadian Lender pays to any third party on or
after the date of maturity of a Canadian Banker's Acceptance in satisfaction
thereof or which is owing to the Canadian Lender in respect of such a Canadian
Banker's Acceptance on or after the date of maturity of such a Canadian Banker's
Acceptance, shall be deemed to be a Foreign Currency Loan in Canadian Dollars to
Anixter Canada Inc. under this Agreement. Each Canadian Lender shall forthwith
give notice of the making of such a Foreign Currency Loan to Anixter Canada
Inc., the Administrative Agent and to the other Canadian Lenders. Interest shall
be payable on such Foreign Currency Loans in accordance with the terms
applicable to Foreign Currency Loans in Canadian Dollars.

7.   WAIVER

Anixter Canada Inc. shall not claim from a Canadian Lender any days of grace for
the payment at maturity of any Canadian Banker's Acceptances presented and
accepted by such Canadian Lender pursuant to this Agreement. Anixter Canada Inc.
waives any defence to payment which might otherwise exist if for any reason a
Canadian Banker's Acceptance shall be held by a Canadian Lender in its own right
at the maturity thereof, and the doctrine of merger shall not apply to any
Canadian Banker's Acceptance that is at any time held by a Canadian Lender in
its own right.


                                    2.04BA-4

<PAGE>

8.   DEGREE OF CARE

Any executed orders to be used as Canadian Banker's Acceptances shall be held in
safekeeping with the same degree of care as if they were the Canadian Lender's
own property, and shall be kept at the place at which such orders are ordinarily
held by such Canadian Lender.

9.   OBLIGATIONS ABSOLUTE

The obligations of Anixter Canada Inc. with respect to Canadian Banker's
Acceptances under this Agreement shall be unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following circumstances:

          (i)  any lack of validity or enforceability of any order accepted by a
               Canadian Lender as a Canadian Banker's Acceptance; or

          (ii) the existence of any claim, set-off, defence or other right which
               Anixter Canada Inc. may have at any time against the holder of a
               Canadian Banker's Acceptance, a Canadian Lender or any other
               Person, whether in connection with this Agreement or otherwise.

10.  SHORTFALL ON DRAWDOWNS, ROLLOVERS AND CONVERSIONS

     Anixter Canada Inc. agrees that:

          (i)  the difference between the amount of a Foreign Currency Borrowing
               requested by Anixter Canada Inc. by way of Canadian Banker's
               Acceptances and the actual proceeds of the Canadian Banker's
               Acceptances;

          (ii) the difference between the actual proceeds of a Canadian Banker's
               Acceptance and the amount required to pay a maturing Canadian
               Banker's Acceptance, if a Canadian Banker's Acceptance is being
               rolled over; and

          (iii) the difference between the actual proceeds of a Canadian
               Banker's Acceptance and the amount required to repay any Foreign
               Currency Borrowing which is being converted to a Canadian
               Banker's Acceptance;

shall be funded and paid by Anixter Canada Inc. from its own resources, by 11:00
a.m. on the day of the Foreign Currency Borrowing or may be advanced as a
Foreign Currency Loan in Canadian Dollars under an Applicable Foreign Currency
Commitment if Anixter Canada Inc. is otherwise entitled to a Foreign Currency
Borrowing under this Agreement.


                                    2.04BA-5

<PAGE>

                                                                  SCHEDULE 10.02

                   EUROCURRENCY AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES

ANIXTER INC. AND BORROWING SUBSIDIARIES

c/o Anixter Inc.
2301 Patriot Boulevard
Glenview, IL 60025
Attn: Rod Shoemaker
      Telephone: (847) 521-8000
      Facsimile: (847) 521-8990
      Electronic Mail: rod.shoemaker@anixter.com

BANK OF AMERICA, N.A.

Administrative Agent's Office and Bank of America's Lending Office (for payments
and Requests for Credit Extensions):

Bank of America, N.A.
CA4-702-02-25
2001 Clayton Road
Concord, CA 94520-2405
Attn: Kathy C. Eddy
      Tel: (925) 675-8458
      Fax: (888) 969-2420
      Electronic Mail: kathy.eddy@bankofamerica.com
Payment Instructions:
Bank of America, N.A.
ABA# 111 000 012
Account No.: 3750836479
Ref: Anixter

Other Notices as Administrative Agent:

Bank of America, N.A.
Agency Management
CA5-701-05-19
1455 Market Street
San Francisco, CA 94103-1399
Attn: Joan Mok
      Tel: (415) 436-3496
      Fax: (415) 503-5085
      Electronic Mail: joan.mok@bankofamerica.com

With a copy to:

Bank of America, N.A.


                                     10.02-1

<PAGE>

IL1-231-10-50
231 South LaSalle St.
Chicago, IL 60604
Attn: Thomas R. Durham
      Telephone: (312) 828-8044
      Facsimile: (312) 974-8681
      Electronic Mail: Thomas.Durham@bankofamerica.com
L/C Issuer:
Bank of America, N.A.
Trade Operations-Los Angeles #22621
Mail Code: CA9-703-19-23
333 S. Beaudry Avenue
Los Angeles, CA 90017-1466
Attn: Sandra Leon
      Telephone: (213) 345-5231
      Facsimile: (213) 345-6694
      Electronic Mail: Sandra.leon@bankofamerica.com

Applicable Office of Administrative Agent for British Pound Sterling Payments:

Bank of America, N.A.
CA4-702-02-25
2001 Clayton Road
Concord, CA 94520-2405
Attn: Kathy C. Eddy
      Tel: (925) 675-8458
      Fax: (888) 969-2420
      Electronic Mail: kathy.eddy@bankofamerica.com

Applicable Office of Administrative Agent for Euro Payments:

Bank of America, N.A.
CA4-702-02-25
2001 Clayton Road
Concord, CA 94520-2405
Attn: Kathy C. Eddy
      Tel: (925) 675-8458
      Fax: (888) 969-2420
      Electronic Mail: kathy.eddy@bankofamerica.com

Applicable Office of Administrative Agent for Canadian Dollar Payments:

Bank of America, N.A.


                                     10.02-2

<PAGE>

CA4-702-02-25
2001 Clayton Road
Concord, CA 94520-2405
Attn: Kathy C. Eddy
      Tel: (925) 675-8458
      Fax: (888) 969-2420
      Electronic Mail: kathy.eddy@bankofamerica.com


                                     10.02-3

<PAGE>

                                                                     EXHIBIT A-2

                    FORM OF FOREIGN CURRENCY BORROWING NOTICE

                                                        Date: ___________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Five-Year Revolving Credit Agreement,
dated as of June 18, 2004 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among Anixter Inc.,
certain of its Subsidiaries, the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

     The undersigned hereby requests (select one):

-    A Borrowing of Foreign Currency Loans

-    A continuation of Loans

-    Canadian Banker's Acceptance(s) [Anixter Canada Inc. only]

     1.   On ______________ (a Business Day).

     2.   In the amount of _______________ in [Available Foreign Currency].

     3.   [With an Interest Period of _____ months][With a maturity of _____
          months].

     [The Foreign Currency Borrowing requested herein complies with the proviso
to the first sentence of Section 2.03 of the Agreement.]

                                        [BORROWER]


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


                                      A-2-1