exv10w2






EXHIBIT 10.2




AMENDMENT NO. 3 TO

AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT




          THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (the
“Amendment”), dated as of September 24, 2008, between ANIXTER INC., a Delaware corporation,
(the “Originator”) and ANIXTER RECEIVABLES CORPORATION, a Delaware corporation (the
“Buyer”).




WITNESSETH:




          WHEREAS, the Originator and the Buyer are parties to that certain Amended and Restated
Receivables Sale 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, Section 1.6 of the Agreement is hereby amended and
restated in its entirety to read as follows:




     “Section 1.6 Characterization. If, notwithstanding the
intention of the parties expressed in Section 1.1(b), any
sale or contribution by Originator to Buyer of Receivables hereunder
shall be characterized as a secured loan and not a sale or such sale
shall for any reason be ineffective or unenforceable (any of the
foregoing being a “Recharacterization”), then this Agreement
shall be deemed to constitute a security agreement under the UCC and
other applicable law. For this purpose and without being in
derogation of the parties’ intention that the sale of Receivables
hereunder shall constitute a true sale thereof, Originator hereby
grants to Buyer a duly perfected security interest in all of
Originator’s right, title and interest in, to and under all
Receivables now existing and hereafter arising, all Collections,
Related Security and Records with respect thereto, each Lock-Box and
Collection Account and all proceeds of the foregoing, which security
interest shall be prior to all other Adverse Claims thereto. After
the occurrence of an Amortization Event, Buyer and its assigns shall
have, in addition to the rights and remedies which



 









 







they may have under this Agreement, all other rights and
remedies provided to a secured creditor after default under the UCC
and other applicable law, which rights and remedies shall be
cumulative. In the case of any Recharacterization, each of the
Originator and the Buyer represents and warrants as to itself that
each remittance of Collections by the Originator to the Buyer
hereunder will have been (i) in payment of a debt incurred by the
Originator in the ordinary course of business or financial affairs
of the Originator and the Buyer and (ii) made in the ordinary course
of business or financial affairs of the Originator and the Buyer.”



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



     SECTION 4. Representations and Warranties of the Originator. In order to induce the
parties hereto to enter into this Amendment, the Originator represents and warrants to the Buyer,
as to itself, that the execution and delivery by such Originator of this Amendment has been duly
authorized by proper corporate proceedings of such Originator and this Amendment, and the
Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of
such Originator, enforceable against such Originator 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.



     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.



*****




2









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first written above:



	 	 	 	 	 	 	 
	 	 	ANIXTER INC.,

as the Originator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rod Shoemaker
 

Rod Shoemaker
	 	 
	 

	 	Title:
	 	V.P. — Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ANIXTER RECEIVABLES CORPORATION,
 as the Buyer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Rod Shoemaker	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Rod Shoemaker	 	 
	 

	 	Title:
	 	V.P. Treasurer	 	 






Signature Page to

Amendment No. 3 to Amended and Restated Receivables Sale Agreement
















 








	 	 	 	 	 
	Acknowledged and Agreed

as of the date first written above:	 	 
	 
	 	 	 	 
	FALCON ASSET SECURITIZATION

COMPANY LLC	 	 
	 
	 	 	 	 
	By: JPMorgan Chase Bank, N.A., its attorney-in-fact	 	 
	 
	 	 	 	 
	By:

	 	/s/ Joel Gedroic
 

	 	 
	Name:

	 	Joel Gedroic	 	 
	Title:
	 	Executive Director	 	 
	 
	THREE PILLARS FUNDING LLC (f/k/a Three Pillars Funding Corporation)	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Doris J. Hearn
 

Doris J. Hearn
	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A., as a Financial Institution,

a Managing Agent and as Agent	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Joel Gedroic
 

Joel Gedroic
	 	 
	Title:

	 	Executive Director	 	 
	 
	 	 	 	 
	SUNTRUST BANK, as a

Financial Institution	 	 
	 
	 	 	 	 
	By : 

Name:

	 	/s/ William C. Humphries
 

William C. Humphries
	 	 
	Title:
	 	Managing Director	 	 
	 
	 	 	 	 
	SUNTRUST ROBINSON HUMPHREY INC.,

as a Managing Agent	 	 
	 
	 	 	 	 
	By: 

Name: 

Title:
	 	/s/ Joseph R. Franke
 

Joseph R. Franke 

Director	 	 






Signature Page to

Amendment No. 3 to Amended and Restated Receivables Sale Agreement