EX-10.1






EXHIBIT 10.1

EXECUTION COPY




AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT




THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (the
“Amendment”), dated as of May 31, 2012, between ANIXTER INC., a Delaware corporation, (the
“Originator”) and ANIXTER RECEIVABLES CORPORATION, a Delaware corporation (the
“Buyer”).



W I T N E S S E T H:




WHEREAS, the Originator and the Buyer are parties to that certain Second Amended and Restated
Receivables Sale Agreement, dated as of May 31, 2011 (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 Section
1.3(b) of the Agreement is amended and restated in its entirety to read as follows:



“(b) any of the representations and warranties set forth in
paragraphs (i) and (t) of Section 2.1 are no
longer true with respect to any Receivable;”



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.



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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.



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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: /s/ Rod Shoemaker

Name: 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. 1 to Second Amended and Restated Receivables Sale Agreement





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Acknowledged and Agreed


as of the date first written above:



CHARIOT FUNDING LLC



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



By: /s/ Joel Gedroic

Name: Joel Gedroic

Title: Executive Director




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





a Managing Agent and as Agent



By: /s/ Joel Gedroic

Name: Joel Gedroic

Title: Executive Director




Signature Page to

Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement







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Acknowledged and Agreed


as of the date first written above:



SUNTRUST BANK, as a


Financial Institution



By: /s/ Joseph Franke

Name: Joseph Franke

Title: Senior Vice President





SUNTRUST ROBINSON HUMPHREY, INC.,

as a Managing Agent



By: /s/ Kyle Shenton

Name: Kyle Shenton

Title: Vice President




Signature Page to

Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement





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