exv10w29






EXHIBIT 10.29



THIS THIRD AMENDMENT AGREEMENT is dated and effective as of the 1st day of January, 2011




B E T W E E N:




ANIXTER CANADA INC.

a corporation amalgamated under the laws of Canada

as Borrower




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THE GUARANTORS FROM TIME TO TIME PARTY

TO THE CREDIT AGREEMENT

as Guarantors



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THE LENDERS FROM TIME TO TIME PARTY

TO THE CREDIT AGREEMENT

as Lenders



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THE BANK OF NOVA SCOTIA

a bank to which the Bank Act (Canada) applies,

in its capacity as administrative agent hereunder

as Administrative Agent



RECITALS:





	A.	 	The Borrower, the Guarantors, the Agent and the Lenders are parties to a Credit Agreement
dated as of November 18, 2005, as amended by a First Amendment Agreement dated as of July 5,
2007 and a Second Amendment Agreement dated as of July 31, 2009 (as amended, the “Existing
Credit Agreement”).
	 
	B.	 	The Borrower and the Guarantors entered into a series of reorganization transactions (the
“Reorganization”) described in the steps memorandum dated December 20, 2010 (the “Steps
Memo”), a copy of which is attached at Appendix A.
	 
	C.	 	Pursuant to the Reorganization, Anixter Canada Inc. (the Borrower under the Existing Credit
Agreement) amalgamated with Anixter Canco Inc. (a corporation incorporated under the laws of
Canada) to continue as Anixter Canada Inc. (the “Amalgamation”).
	 
	D.	 	Pursuant to the Reorganization, the Borrower issued certain subordinated debt to its
Affiliates Eurofin B.V. and XpressConnect Supply Inc.




 









 











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	E.	 	The Agent, the Borrower, XpressConnect Supply Inc. and others have entered into an
intercreditor agreement relating to, among other things, the subordination of such
subordinated debt.
	 
	F.	 	The Borrower and the Lenders have agreed to certain amendments to the terms and conditions of
the Existing Credit Agreement resulting from the Reorganization and such issuance of
subordinated debt and the parties are entering into this Third Amendment Agreement to give
effect thereto and to the other matters set forth herein.





          NOW THEREFORE in consideration of the premises and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:




Section 1 —  Amendment to Definitions





	 	(a)	 	The following definition is added as Section 1.1.2.1






	 	1.1.2.1	 	“Adjusted Consolidated Basis” means, in respect of any fiscal period of the
Borrower ending on or after December 31, 2010, the results of operations and
financial position of the Borrower on a consolidated basis in accordance with
GAAP but excluding the results of operations and financial position of Anixter
Mexico Holdings LLC, Eurinvest Coöperatief U.A. and Anixter Canadian Holdings
ULC and each of their respective Subsidiaries.






	 	(b)	 	The following definition is added as Section 1.1.69.1:






	 	1.1.69.1	 	“Intercompany Notes” means:






	 	(a)	 	the subordinated promissory note dated
as of December 31, 2010 made by Anixter Canco Inc. in favour
of Anixter Eurofin B.V. in the principal amount of Cdn
$125,700,000, as assigned by Anixter Eurofin B.V. to and in
favour of XpressConnect Supply Inc. (the “Eurofin Subordinate
Note”); and
	 
	 	(b)	 	the subordinated promissory note dated
as of December 31, 2010 made by Anixter Canco Inc. in favour of
XpressConnect Supply Inc. in the principal amount of Cdn
$71,600,000 (the “Direct Subordinate Note”).






	 	(c)	 	The following definition is added as Section 1.1.122.1:






	 	1.1.122.1	 	“Subordinate Debt Documents” means:






	 	(a)	 	the Eurofin Subordinate Note;




 









 











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	 	(b)	 	the Contribution Agreement made as of
December 31, 2010 between XpressConnect Supply Inc. and Anixter
U.S. LLC relating to the Eurofin Subordinate Note;
	 
	 	(c)	 	the Forward Subscription and Purchase
Agreement made as of the 31st day of December 2010 between
Anixter U.S. LLC, and Anixter Canco Inc., a predecessor by
amalgamation of the Anixter Canada relating to the Eurofin
Subordinate Note;
	 
	 	(d)	 	the Direct Subordinate Note;
	 
	 	(e)	 	the Contribution Agreement made as of
December 31, 2010 between XpressConnect Supply Inc. and Anixter
U.S. LLC relating to the Direct Subordinate Note; and
	 
	 	(f)	 	the Forward Subscription and Purchase
Agreement made as of the 31st day of December 2010 between
Anixter U.S. LLC, and Anixter Canco Inc., a predecessor by
amalgamation of the Anixter Canada relating to the Direct
Subordinate Note.






	 	(d)	 	Section 1.1.127 of the Existing Credit Agreement is deleted and replaced with
the following provision:






	 	1.1.127	 	“Total Debt” means, at any time, the aggregate, without duplication, of all
Debt of the Borrower determined on an Adjusted Consolidated Basis.






	 	(e)	 	Section 1.1.128 of the Existing Credit Agreement is deleted and replaced with
the following provision with effect from and after December 31, 2010:






	 	1.1.128	 	“Total Leverage Ratio” means, at any time, the ratio calculated by dividing
(a) Total Debt (excluding the amount of the Intercompany Notes) at that time by
(b) EBITDA for the Borrower’s four most recently completed fiscal quarters
determined on an Adjusted Consolidated Basis, provided that, for the purposes
of calculating the Total Leverage Ratio, EBITDA shall be calculated on a pro
forma basis (in accordance with Article 11 of Regulation S-X of the Securities
and Exchange Commission) to the extent necessary to give effect to (i) any
acquisition made by the Borrower during such period (without giving effect to
any increase in EBITDA reflecting projected synergies resulting from such
acquisition) so long as, and to the extent that, (X) the Borrower delivers to
the Agent (which shall promptly deliver to each Lender) a summary in reasonable
detail of the assumptions underlying, and the calculations made, in computing
EBITDA on a pro forma basis, and (Y) the Required Lenders do not object to such
assumptions and/or calculations within 10 Business Days after receipt thereof, and (ii) any





 









 










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	 	 	 	divestiture of a Subsidiary, division or other operating unit made during such
period.





Section 2 — Amendment to Reporting and Notice Requirements





	 	(a)	 	Section 7.3(1)(a) of the Credit Agreement is deleted and replaced with the
following provision:






	 	7.3(1)(a)	 	The Borrower shall, as soon as practicable and in any event within 45 days of the
end of each of its fiscal quarters (excluding the fourth fiscal quarter), cause to be
prepared and delivered to the Agent (with sufficient copies for each of the Lenders),
its interim unaudited financial statements as at the end of such quarter, prepared on
an Adjusted Consolidated Basis;






	 	(b)	 	Section 7.3(1)(b) of the Credit Agreement is deleted and replaced with the
following provision:






	 	7.3(1)(b)	 	The Borrower shall, as soon as practicable and in any event within 120 days after
the end of each of its fiscal years, prepare and deliver to the Agent (with sufficient
copies for each of the Lenders), its unaudited annual financial statements, prepared
on an Adjusted Consolidated Basis.





Section 3 — Amendments to Events of Default





	 	(a)	 	The following provision is added at Section 8.1(m.1)






	 	8.1(m.1)	 	there occurs a default under any of the Subordinate Debt Documents (howsoever
defined or described therein) and such default is not corrected or otherwise remedied
by the earliest to occur of (i) 30 days after the Borrower or another Obligor becomes
aware of such default, (ii) 30 days after the Borrower gives notice to the Agent of
such default, and (iii) in the event that no notice of such default has been given to
the Agent, the Agent becoming aware of such default.





Section 4 — Amended Schedule to the Credit Agreement




          Schedule F of the Existing Credit Agreement is deleted and replaced with Schedule F attached.



Section 5 — Conditions Precedent to Effectiveness of this Third Amendment Agreement




          This Third Amendment Agreement shall become binding on the Lenders only upon satisfaction of
the following conditions precedent:




	 	(a)	 	execution and delivery of this Third Amendment Agreement (and all other Loan
Documents contemplated by this Third Amendment Agreement) by each of the Borrower and
the Guarantors;




 









 











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	 	(b)	 	execution and delivery of this Third Amendment Agreement by the Lenders (and
all other Loan Documents contemplated by this Third Amendment Agreement, to the extent
applicable) in accordance with Section 9.2 of the Existing Credit Agreement;
	 
	 	(c)	 	execution and delivery of an agreement by WireXpress Ltd. in the form of
Exhibit A to the guaranty executed by the Guarantors;
	 
	 	(d)	 	execution and delivery of an intercreditor agreement in form satisfactory to
the Agent and the Lenders providing for the subordination of the Intercompany Notes;
	 
	 	(e)	 	delivery of a certified copy of each Subordinate Debt Document;
	 
	 	(f)	 	evidence satisfactory to the Agent that the transactions contemplated by the
Reorganization are permitted under the U.S. Credit Agreement;
	 
	 	(g)	 	no Event of Default or Pending Event of Default having occurred and being
continuing as at the date of satisfaction of all of the foregoing conditions precedent;
and
	 
	 	(h)	 	the Agent having received such legal opinions, corporate resolutions,
incumbency and other certificates of each of the Borrower and the Guarantors as the
Agent may reasonably request in connection with Third Amendment Agreement and the
transactions contemplated hereby.





Section 6 — New Guarantors





	 	(a)	 	WireXpress Ltd. acknowledges and agrees to the terms of the Existing Credit
Agreement and agrees to be bound by all obligations of a Guarantor under the Existing
Credit Agreement as if it had been an original signatory thereto. The Agent, on behalf
of the Lenders, acknowledges that WireXpress Ltd. shall be a Guarantor as of the date
of this Third Amendment Agreement.
	 
	 	(b)	 	Anixter Procurement Corporation acknowledges and agrees to the terms of the
Existing Credit Agreement as of July 5, 2007 and agrees to be bound by all obligations
of a Guarantor under the Existing Credit Agreement as if it had been an original
signatory thereto. The Agent, on behalf of the Lenders, acknowledges that Anixter
Procurement Corporation shall be a Guarantor from and after July 5, 2007.





Section 7 — Confirmation and Acknowledgment regarding Amalgamation




          Without in any way limiting any term of the Existing Credit Agreement or any other Loan
Document:




	 	(a)	 	the Borrower acknowledges and confirms that, notwithstanding the amalgamation
of Anixter Canada Inc. and Anixter Canco Inc. on January 1, 2011 to form the




 









 











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	 	 	 	Borrower (i) the Existing Credit Agreement (as amended by this Third Amendment Agreement) and
all other Loan Documents to which it is a party remain in full force and effect in
accordance with their respective terms and are hereby ratified and confirmed in all
respects, and (ii) all of its obligations under the Existing Credit Agreement (as
amended by this Third Amendment Agreement) and all other Loan Documents made by Anixter
Canada Inc., its predecessor corporation, remain in full force and effect and are
hereby ratified and confirmed in all respects; and
	 
	 	(b)	 	each of the Guarantors acknowledges and confirms that, notwithstanding the
amalgamation of Anixter Canada Inc. and Anixter Canco Inc. on January 1, 2011 to form
the Borrower (i) the Existing Credit Agreement (as amended by this Third Amendment
Agreement) and all other Loan Documents to which it is a party remain in full force and
effect in accordance with their respective terms and are hereby ratified and confirmed
in all respects, and (ii) all of its obligations under Existing Credit Agreement (as
amended by this Third Amendment Agreement) and other Loan Documents (including the
Security made by it) remain in full force and effect and all such obligations are
hereby ratified and confirmed.





Section 8 — Representations and Warranties of the Obligors




          Each of the Obligors represents and warrants to the Agent and Lenders as follows:




	 	(a)	 	the execution, delivery and performance by it of this Third Amendment Agreement
(i) have been duly authorized by all necessary corporate action on its part, and (ii)
do not and will not violate its Constating Documents, any Applicable Law, any Permit or
any Contract to which it is a party;
	 
	 	(b)	 	this Third Amendment Agreement constitutes a legal, valid and binding
obligation of each of the Obligors enforceable against it in accordance with its terms,
subject to the availability of equitable remedies and the effect of bankruptcy,
insolvency and similar laws affecting the rights of creditors generally;
	 
	 	(c)	 	the representations and warranties made by it in the Credit Agreement, other
than those expressly stated to be made as of a specific date, are true and correct as
of the date hereof with the same effect as if such representations and warranties had
been made on and as of the date hereof except as modified in Schedule F attached and,
in relation to Schedule H as affected by the Reorganization, it being understood and
agreed that the Borrower will deliver to the Agent an updated
Schedule H as soon as possible and in any event, no later than its next financial
reports due pursuant to Section 7.3(1) of the Existing Credit Agreement attached;
	 
	 	(d)	 	after giving effect to this Third Amendment Agreement, no Event of Default or
Pending Event of Default has occurred which is continuing on the date hereof or will
occur as a result of entering into this Third Amendment Agreement or the observance or
performance of its obligations hereunder; and




 









 











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	 	(e)	 	all of the transactions described in the Steps Memo are permitted by and have
been or will be completed in compliance with the U.S. Credit Agreement.





Section 9 — Loan Document




          Each of the Obligors acknowledges that this Third Amendment Agreement is a Loan Document and
that all of its representations and warranties concerning Loan Documents that are contained in the
Existing Credit Agreement apply to this Third Amendment Agreement and are deemed to be repeated on
its execution of this Third Amendment Agreement as if set out in full in this Third Amendment
Agreement.



Section 10 — Continuing Effect of Existing Credit Agreement




          Except as amended by this Third Amendment Agreement, the Existing Credit Agreement shall
remain in full force and effect, without amendment, and is hereby ratified and confirmed. Without
in any way limiting the terms of the Existing Credit Agreement or any other Loan Document, each
Obligor confirms that the Security made or granted by it pursuant to the Existing Credit Agreement
remains in full force and effect notwithstanding the amendments to the Existing Credit Agreement
contained herein and that such Security shall continue to secure and support all of the debts,
liabilities and obligations described in Section 3.2 of the Existing Credit Agreement, including
but not limited to those debts, liabilities and obligations arising as a result of this Third
Amendment Agreement. In addition, all of the Loan Documents shall continue in full force and
effect in accordance with their respective terms and are hereby ratified and confirmed in all
respects.



Section 11 — Further Assurances




          The Borrower shall promptly do, make, execute or deliver, or cause to be done, made, executed
or delivered, all such further acts, documents and things as the Agent may require from time to
time for the purposes of giving effect to this Third Amendment Agreement and shall use reasonable
efforts and take all such steps as may be within its power to implement, to the full extent, the
provisions of this Third Amendment Agreement.



Section 12 — Counterparts and Facsimile




          This Third Amendment Agreement may be executed in any number of counterparts, each of which
when executed and delivered shall be deemed to be an original, and such counterparts together shall
constitute one and the same agreement. For the purposes of this Section, the delivery of a
facsimile copy of an executed counterpart of this Third Amendment Agreement shall be deemed to be
valid execution and delivery thereof.



Section 13 — Governing Law




          The parties agree that this Third Amendment Agreement shall be conclusively deemed to be a
contract made under, and shall for all purposes be governed by and construed in accordance with,
the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario.



 









 





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Section 14 — Interpretation




          Capitalized terms used herein, unless otherwise defined or indicated herein, have the
respective meanings defined in the Existing Credit Agreement. This Third Amendment Agreement and
the Existing Credit Agreement shall be read together and have effect so far as practicable as
though the provisions thereof and the relevant provisions hereof are contained in one document.
Without limitation of the foregoing, the principles of construction and interpretation set forth in
Sections 1.2, 1.3 and 1.4 of the Existing Credit Agreement apply to this Third Amendment Agreement.



Section 15 — Senior Indebtedness




          The obligations of the Obligors under the Loan Documents constitute “Senior Indebtedness” for
the purposes of the Intercompany Notes and rank in right of payment in priority to the obligations
of the Obligors under the Intercompany Notes.



Section 16 — Effective Date




          This Third Amendment Agreement may be referred to as being dated as of January 1, 2011,
notwithstanding the actual date of execution by the parties hereto as set forth on their respective
signing pages.



[EXECUTION PAGES FOLLOW]








 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as Agent

 	 
	 	By:  	/s/ Annabella Guo
 	 
	 	 	Annabella Guo 	 
	 	 	Director 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]







 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	ANIXTER CANADA INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Rod Shoemaker 	 
	 	 	Authorized Signatory 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]







 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	ANIXTER INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Rod Shoemaker 	 
	 	 	Vice President and Treasurer 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]








 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	ANIXTER INTERNATIONAL INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Rod Shoemaker 	 
	 	 	Vice President and Treasurer 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]








 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	ANIXTER-REAL ESTATE, INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Rod Shoemaker 	 
	 	 	Vice President and Treasurer 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]








 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	ANIXTER INFORMATION SYSTEMS CORPORATION

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Rod Shoemaker 	 
	 	 	Vice President and Treasurer 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]








 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	ANIXTER FINANCIAL INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Rod Shoemaker 	 
	 	 	Vice President and Treasurer 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]








 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	ANIXTER PROCUREMENT CORPORATION

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Rod Shoemaker 	 
	 	 	Vice President and Treasurer 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]








 









 








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          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	WIREXPRESS LTD.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Rod Shoemaker 	 
	 	 	Authorized Signatory 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]







 









 








- S10 -





          IN WITNESS WHEREOF, the parties have duly executed this Third Amendment Agreement as of
January 1, 2011.



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as Lender

 	 
	 	By:  	/s/ Annabella Guo
 	 
	 	 	Annabella Guo 	 
	 	 	Director 	 
	 


[signature page for Third Amendment Agreement to Credit Agreement relating to Anixter Canada Inc.
et al.]







 









 








Appendix A




See Attached



 









 





January 1, 2011




SCHEDULE F 

DETAILS OF CAPITAL STOCK, PROPERTY, ETC.


ANIXTER CANADA INC.




	 	 	 	 	 
	Ownership of entity’s Capital	 	Capital Stock Owned by entity in other	 	 
	Stock	 	Persons	 	Head office address
	 
	 

	 	 	 	200 Foster Crescent
	 

	 	 	 	Mississauga, Ontario
	Anixter Eurofin B.V. (100%)

	 	WireXpress Ltd. (100%)
	 	L5R 3Y5
	 

	 	Anixter Holdings Mexico LLC (100%)	 	 
	 

	 	Eurinvest Cooperatief U.A. (99.99%)	 	 
	 

	 	Anixter Canadian Holdings ULC (100%)	 	 






ANIXTER CANADIAN HOLDINGS ULC




	 	 	 	 	 
	Ownership of entity’s Capital	 	Capital Stock Owned by entity in other	 	 
	Stock	 	Persons	 	Head office address
	 
	 

	 	 	 	1959 Upper Water Street
	 

	 	 	 	Suite 900
	Anixter Canada Inc. (100%)

	 	Eurinvest Cooperatief U.A. (0.01%)
	 	Halifax, NS B3J 2X2






Third Amendment Agreement