EX-10.1






EXHIBIT 10.1




SECOND AMENDMENT




     THIS SECOND AMENDMENT dated as of July 23, 2009 (this “Amendment”) amends the Amended
and Restated Five-Year Revolving Credit Agreement dated as of April 20, 2007, as amended as of
September 26, 2007 (as previously amended, the “Credit Agreement”), 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 (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
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. (Text being inserted
in the Credit Agreement is indicated herein by the use of an italic font.)



     1.1 Deletion and Replacement of Definitions. Section 1.01 is amended by (i) deleting
the definitions of “Aggregate Tranche 1 Commitments”, “Aggregate Tranche 2
Commitments”, “Tranche 1 Commitment”, “Tranche 1 Lender”, “Tranche 1
Loan”, “Tranche 1 Outstandings”, “Tranche 1 Pro Rata Share”, “Tranche 2
Commitment”, “Tranche 2 Lender”, “Tranche 2 Loan”, “Tranche 2
Outstandings” and “Tranche 2 Pro Rata Share”; (ii) replacing all references to
“Aggregate Tranche 1 Commitments” or “Aggregate Tranche 2 Commitments” with references to
“Aggregate Commitments”; and (iii) amending the following definitions in their entirety to read as
follows:




     “Aggregate British Pound Sterling Commitments” means US$100,000,000, as such amount
may be modified from time to time in accordance with this Agreement. The Aggregate British Pound
Sterling Commitments are part of, and not in addition to, the Aggregate Commitments. The aggregate
amount of the Aggregate British Pound Sterling Commitments and the Aggregate Canadian Dollar
Commitments shall not exceed US$125,000,000.




     “Aggregate Canadian Dollar Commitments” means US$25,000,000, as such amount may be
modified from time to time in accordance with this Agreement. The Aggregate Canadian Dollar
Commitments are part of, and not in addition to, the Aggregate Commitments. The aggregate amount
of the Aggregate British Pound Sterling



 









 






Commitments and the Aggregate Canadian Dollar Commitments shall not exceed US$125,000,000.




     “Aggregate Commitments” means US$350,000,000, as such amount may be
reduced or adjusted from time to time in accordance with this Agreement.




     “Class” means the character of certain Loans as Committed Loans, Swing
Line Loans, British Pound Sterling Loans or Canadian Dollar Loans.




     “Commitment” means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, (c) purchase participations in Swing Line Loans,
(d) purchase participations in British Pound Sterling Loans and (e) purchase
participations in Canadian Dollar Loans and Canadian Banker’s Acceptances, and in an
aggregate principal Dollar Equivalent amount at any one time outstanding not to
exceed the US Dollar amount of such Commitment set forth opposite such Lender’s name
on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be modified from
time to time in accordance with this Agreement.




     “Committed Borrowing” means a borrowing consisting of simultaneous
Loans of the same Type and, if applicable, having the same Interest Period made by
each of the Lenders pursuant to Section 2.01.




     “Committed Loan” has the meaning specified in Section 2.01.




     “L/C Advance” means, with respect to each Lender, such Lender’s funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.




     “L/C Borrowing” means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Committed Borrowing of Loans.




     “Letter of Credit Sublimit” means an amount equal to US$20,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.




     “Pro Rata Share” means, as to any Lender, the percentage (carried out
to the ninth decimal place) that such Lender’s Commitment comprises of the Aggregate
Commitments, as such share may be adjusted as contemplated herein.




     “Swing Line Sublimit” means an amount equal to US$15,000,000. The
Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.




     “Total Outstandings” means at any time the aggregate outstanding
principal amount (or Dollar Equivalent principal amount, as applicable) of all



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Loans, Swing Line Loans, British Pound Sterling Loans, Canadian Dollar 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.




     “Voting Percentage” means, as to any Lender, (a) at any time when the
Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after
the termination of the Commitments, the percentage (carried out to the ninth decimal
place) which (i) the sum of (A) the Outstanding Amount of such Lender’s Committed
Loans, plus (B) such Lender’s Pro Rata Share (if any) of the Outstanding
Amount of Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans,
Canadian Banker’s Acceptances and L/C Obligations, then constitutes of (ii) the
Total Outstandings; provided that if any Lender has failed to fund any
portion of the Committed Loans, or participations in Swing Line Loans, British Pound
Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances or L/C
Obligations required to be funded by it hereunder, such Lender’s Voting Percentage
shall be deemed to be —0-, and the respective Pro Rata Shares and Voting
Percentages of the other Lenders shall be recomputed for purposes of this definition
and the definition of “Required Lenders” without regard to such Lender’s Commitment
or the outstanding amount of its Committed Loans, as the case may be.



     1.2 Addition of Definitions. Section 1.01 is further amended by adding
thereto the following definitions in proper alphabetical sequence:




     “Second Amendment” means the Second Amendment dated as of July 23, 2009
to this Agreement.




     “Second Amendment Effective Date” means the effective date of the
Second Amendment.



     1.3 Pricing. Section 1.01 is further amended by replacing the table in the
definition of “Applicable Margin” with the following:



	 	 	 	 	 	 	 	 	 
	Applicable Margin
	 	 	Debt Ratings	 	 	 	Eurocurrency	 	 
	Pricing	 	S&P/Moody’s/	 	 	 	Rate +/	 	Base Rate
	Level	 	Fitch	 	Facility fee	 	Letter of Credit fee	 	+
	1
	 	3BBB+/Baa1/BBB+
	 	0.15%
	 	1.25%
	 	0.25%
	2
	 	BBB/Baa2/BBB
	 	0.20%
	 	1.50%
	 	0.50%
	3
	 	BBB-/Baa3/BBB-
	 	0.25%
	 	1.75%
	 	0.75%
	4
	 	BB+/Ba1/BB+
	 	0.50%
	 	2.00%
	 	1.00%
	5
	 	BB/Ba2/BB
	 	0.50%
	 	2.25%
	 	1.25%
	6
	 	£BB-/Ba3/BB-
	 	0.50%
	 	2.50%
	 	1.50%






     1.4 Committed Loans. Section 2.01 is amended in its entirety to read as
follows:



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     2.01 Committed Loans.




     Subject to the terms and conditions set forth herein, each Lender severally
agrees to make loans (each such loan, a “Committed Loan”) in Available
Currencies to the Borrowers from time to time on any Business Day during the period
from the Closing Date to the Maturity Date, in an aggregate amount not to exceed at
any time outstanding the amount of such Lender’s Commitment; provided,
however, that after giving effect to any Committed Borrowing, (i) the Total
Outstandings shall not exceed the Aggregate Commitments and (ii) the aggregate
Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s
Pro Rata Share of the Outstanding Amount of all Swing Line Loans, British Pound
Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances and L/C
Obligations, shall not exceed such Lender’s Commitment. Within the limits of each
Lender’s Commitment, and subject to the other terms and conditions hereof, the
Borrowers may borrow under this Section 2.01, prepay under Section
2.07, and reborrow under this Section 2.01. Committed Loans may be Base
Rate Loans or Eurocurrency Rate Loans, as further provided herein.



     1.5 Funding Procedures, etc. Section 2.02(b) is amended in its entirety to
read as follows:




     (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of its Pro Rata Share of the applicable Committed
Loans, and if no timely notice of a conversion or continuation is provided by a
Borrower the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection. In
the case of a Committed Borrowing, each applicable Lender shall make the amount of
its Committed Loan available to the Administrative Agent in immediately available
funds in the applicable currency at the Administrative Agent’s Office not later than
1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice.
Upon satisfaction of the applicable conditions set forth in Section 4.02
(and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the applicable
Borrower in like funds as received by the Administrative Agent either by (i)
crediting the account of such Borrower on the books of Bank of America with the
amount of such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to the Administrative Agent by such Borrower.



     1.6 References to Tranche 1. Sections 2.03, 2.04, 2.05 and 2.06 are amended so that
each reference therein to a Tranche 1 Lender, its Tranche 1 Commitment, its Tranche 1 Loans and its
Tranche 1 Pro Rata Share shall be references to, respectively, a Lender, its Commitment, its
Committed Loans and its Pro Rata Share.



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     1.7 Deemed Borrowings. Section 2.06(c)(i) is further amended so that the sixth
sentence thereof reads in its entirety as follows: In such event, Anixter shall be deemed to have
requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in
Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Commitments and the conditions set forth in Section
4.02 (other than the delivery of a Committed Loan Notice).



     1.8 Prepayments. Section 2.07(a) is amended in its entirety to read as follows:




     (a) The Borrowers may, upon notice to the Administrative Agent, at any time or
from time to time voluntarily prepay Committed Loans 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., (A) three Business Days prior to any
date of prepayment of Eurocurrency Rate Committed Loans, and (B) on the date of
prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate
Committed Loans shall be in a Dollar Equivalent principal amount of US$5,000,000 or
a whole multiple of US$1,000,000 in excess thereof; and (iii) any prepayment of Base
Rate Committed Loans shall be in a principal amount of US$1,000,000 or a whole
multiple of US$500,000 in excess thereof. Each such notice shall specify the date
and amount of such prepayment, and the Type(s) of Committed Loans to be prepaid.
The Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of such Lender’s share of such prepayment. If such notice is given
by the Borrowers, the Borrowers shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurocurrency Rate Committed Loan shall be accompanied by all
accrued interest thereon, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment of Committed Loans shall be applied to
the Committed Loans of the Lenders in accordance with their respective Pro Rata
Shares.



     1.9 Commitment Reductions. Section 2.08 is amended in its entirety to read as
follows:




     2.08 Reduction or Termination of Commitments. Anixter may, upon notice to
the Administrative Agent, terminate the Aggregate Commitments, or permanently reduce
the Aggregate Commitments to an amount not less than the then Total Outstandings;
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. The
Administrative Agent shall promptly notify the Lenders of any such notice of
reduction or termination of the Aggregate Commitments. Once reduced in accordance
with this Section, the Commitments may not be increased. Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender according to
its Pro Rata Share. All related facility fees accrued



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until the effective date of any termination of the Aggregate Commitments shall
be paid on the effective date of such termination.



     1.10 Facility Fees. Section 2.11(a) is amended in its entirety to read as follows:




     (a) Facility Fees. Anixter shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a facility fee
equal to the Applicable Margin times the actual daily amount of the
Aggregate Commitments, regardless of usage. The facility fee in respect of the
Commitments shall accrue at all times from the Closing Date until the Maturity Date
and shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to occur
after the Closing Date, and on the Maturity Date. The facility fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable Margin
during any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Margin separately for each period during such quarter that such
Applicable Margin was in effect. The facility fee shall accrue at all times,
including at any time during which one or more of the conditions in Article
IV is not met.



     1.11 Maintaining Pro Rata Shares. Section 2.20(f) is amended so that the last
sentence thereof reads in its entirety as follows: In addition, on the Scheduled Maturity Date of
each Non-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date
(and pay any additional amounts required pursuant to Section 3.05) to the extent necessary
to keep outstanding Committed Loans ratable with any revised Pro Rata Shares of the respective
Lenders effective as of such date.



     1.12 Restricted Payments. Section 7.05 is amended in its entirety to read as
follows:




     7.05 Payments to AXE. No Borrower shall, and Anixter shall not permit any
Subsidiary of Anixter to, directly or indirectly declare or make any payment,
distribution or contribution to or investment in AXE (whether in cash or otherwise),
provided that (a) so long as no Event of Default or Default exists or would
result from such payment, Anixter may make cash payments to AXE if either (i) the
proceeds of such payment are immediately used by AXE to pay dividends or repurchase
shares of its stock (or warrants, options or other rights in respect of such shares)
and the aggregate amount of all such payments made after the Second
Amendment Effective Date does not exceed the sum of (A) $150,000,000 and (B) 50% of
cumulative Consolidated Net Income for all Fiscal Quarters ending after the Second
Amendment Effective Date; or (ii) the proceeds of such payment are immediately used
by AXE to prepay, purchase or redeem outstanding Indebtedness of AXE and
after giving effect to such payment, the Aggregate Commitments will exceed the Total
Outstandings by not less than $50,000,000; (b) Anixter and its Subsidiaries may make
payments permitted by the parenthetical clause at the end of Section 7.07;
and (c) Anixter and its Subsidiaries may make payments to AXE (i) that are applied
by AXE to pay its actual income tax liabilities in respect of income earned by
Anixter and its



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Subsidiaries, (ii) that are in repayment of intercompany loans made by AXE to
Anixter or such Subsidiary, or (iii) that are applied by AXE to make any cash
settlements to management or employees under equity awards consistent with its past
practice not in excess of US$5,000,000 in the aggregate in any calendar year.



     1.13 Fixed Charge Coverage Ratio. Section 7.17 is amended in its entirety to read as
follows:




     7.17 Minimum Consolidated Fixed Charge Coverage Ratio. No Borrower shall
permit the Consolidated Fixed Charge Coverage Ratio calculated at the end of each
Fiscal Quarter for the period of the immediately preceding four Fiscal Quarters to
be less than (a) 2.25 to 1 for any period ending prior to the last day of the fourth
Fiscal Quarter of 2010, (b) 2.50 to 1 for any period ending on or after the last day
of the fourth Fiscal Quarter of 2010 but on or prior to the last day of the fourth
Fiscal Quarter of 2011 or (c) 3.00 to 1 for any period ending after the last day of
the fourth Fiscal Quarter of 2011.



     1.14 Commitment Schedule. Schedule 2.01 is replaced by Section 2.01 hereto.



     1.15 Form of Committed Loan Notice. Exhibit A-1 is replaced by Exhibit A-1
hereto.



     SECTION 2 Reaffirmation of Guaranty. 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 Borrowers.



     SECTION 3 Warranties. Each Borrower represents and warrants to the Administrative
Agent and the Lenders that, after giving effect to the effectiveness of this Amendment, (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 shall become effective when the Administrative Agent shall have received all of the following
(provided that the following are received on or before July 23, 2009): (i) counterparts of this
Amendment executed by Anixter, the Borrowing Subsidiaries, the Guarantors, the Required Lenders and
the Administrative Agent; (ii) all documents as shall reasonably demonstrate the corporate power
and authority of the Loan Parties organized under the laws of a U.S. state to enter into, and the
validity with respect to such Loan Parties 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; (iii) any governmental and third party approvals
necessary or advisable in connection with the execution, delivery and performance of this Amendment
by the Loan Parties; and (iv) for the account of each Lender that delivers a signed counterpart
hereof to the Administrative Agent by 4:00 p.m. Central time on July 20, 2009, an amendment fee in
amount equal to 25 basis points multiplied by the amount of such Lender’s Commitment after giving
effect to this Amendment.



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     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. Delivery
of a signed signature page hereto by facsimile or e-mail (in a .pdf or similar file) shall be
effective as delivery of a manually signed counterpart hereof.



     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, 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, the Lenders and the Administrative Agent and the respective successors and assigns of
the Lenders and the Administrative Agent.



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     Delivered as of the day and year first above written.



	 	 	 	 	 
	 	ANIXTER INC., as Borrower

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	V.P. — Treasurer 	 
	 
	 	ANIXTER INTERNATIONAL BVBA, as a Borrowing Subsidiary

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	V.P. — Treasurer 	 
	 
	 	ANIXTER INTERNATIONAL LTD., as a Borrowing Subsidiary

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	Attorney 	 
	 
	 	ANIXTER CANADA INC., as a Borrowing Subsidiary

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ANIXTER EURINVEST B.V., as a Borrowing Subsidiary

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



Second Amendment




S-1









 








	 	 	 	 	 
	 	GUARANTORS:



ANIXTER INTERNATIONAL INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	V.P. — Treasurer 	 
	 
	 	ANIXTER-REAL ESTATE, INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	V.P. — Treasurer 	 
	 
	 	ANIXTER INFORMATION SYSTEMS CORPORATION

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	V.P. — Treasurer 	 
	 
	 	ANIXTER FINANCIAL INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	V.P. — Treasurer 	 
	 
	 	ANIXTER PROCUREMENT CORPORATION

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	V.P. — Treasurer 	 
	 



Second Amendment




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

 	 
	 	By:  	/s/ Joan Mok
 	 
	 	 	Name:  	Joan Mok  	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as a Lender, Swing
 Line Lender
and L/C Issuer

 	 
	 	By:  	/s/ Brian Lukehart
 	 
	 	 	Name:  	Brian Lukehart 	 
	 	 	Title:  	Vice President 	 
	 



Second Amendment




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

 	 
	 	By:  	/s/ Ning Cai
 	 
	 	 	Name:  	Ning Cai 	 
	 	 	Title:  	Director 	 
	 



Second Amendment




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

 	 
	 	By:  	/s/ Suzanne D. Ergastolo
 	 
	 	 	Name:  	Suzanne D. Ergastolo 	 
	 	 	Title:  	Vice President 	 
	 



Second Amendment




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	 	WACHOVIA BANK NATIONAL ASSOCIATION, as

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ C. Jeffrey Seaton
 	 
	 	 	Name:  	C. Jeffrey Seaton 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                                              /s/ C. Jeffrey Seaton
 	 
	 	 	Name:  	C. Jeffrey Seaton 	 
	 	 	Title:  	Managing Director 	 
	 



Second Amendment




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	 	WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as
Syndication Agent and a 
Lender

 	 
	 	By:  	/s/ Charles W. Reed
 	 
	 	 	Name:  	Charles W. Reed 	 
	 	 	Title:  	Vice President 	 
	 



Second Amendment




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	 	NATIONAL CITY BANK, as a Lender

 	 
	 	By:  	/s/ Jon R. Hinard
 	 
	 	 	Name:  	Jon R. Hinard 	 
	 	 	Title:  	Senior Vice President 	 
	 



Second Amendment





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	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ Baerbel Freudenthaler
 	 
	 	 	Name:  	Baerbel Freudenthaler 	 
	 	 	Title:  	Vice President 	 
	 



Second Amendment




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	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	/s/ Todd Rodgers
 	 
	 	 	Name:  	Todd Rodgers 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                                              /s/ William Davidson
 	 
	 	 	Name:  	William Davidson 	 
	 	 	Title:  	Director 	 
	 



Second Amendment




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	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Frank J. Jancar
 	 
	 	 	Name:  	Frank J. Jancar 	 
	 	 	Title:  	Vice President 	 
	 



Second Amendment




S-11









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as a Lender

 	 
	 	By:  	/s/ Patrick Cowan
 	 
	 	 	Name:  	Patrick Cowan 	 
	 	 	Title:  	Vice President 	 
	 



Second Amendment




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	 	THE ROYAL BANK OF SCOTLAND PLC, as a Lender

 	 
	 	By:  	/s/ Angela Reilly
 	 
	 	 	Name:  	Angela Reilly 	 
	 	 	Title:  	Managing Director 	 
	 



Second Amendment




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	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Mary Ann Klemm
 	 
	 	 	Name:  	Mary Ann Klemm 	 
	 	 	Title:  	Vice President 	 
	 



Second Amendment




S-14









 








SCHEDULE 2.01




COMMITMENTS AND PRO RATA SHARES




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Pro Rata Share
	 
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	US$	45,888,888.89  	 	 	 	13.111111111	%
	The Bank of Nova Scotia
	 	US$	38,111,111.11   	 	 	 	10.888888889	%
	JPMorgan Chase Bank, N.A.
	 	US$	38,111,111.11 	 	 	 	10.888888889	%
	Wachovia Bank National Association
	 	US$	38,111,111.11  	 	 	 	10.888888889	%
	Wells Fargo Bank, National
Association
	 	US$	38,111,111.11  	 	 	 	10.888888889	%
	National City Bank
	 	US$	23,333,333.33	 	 	 	6.666666667	%
	SunTrust Bank
	 	US$	25,666,666.67	 	 	 	7.333333333	%
	BNP Paribas
	 	US$	16,333,333.33	 	 	 	4.666666667	%
	KeyBank National Association
	 	US$	21,777,777.78	 	 	 	6.222222222	%
	The Northern Trust Company
	 	US$	21,000,000.00	 	 	 	6.000000000	%
	The Royal Bank of Scotland PLC
	 	US$	21,777,777.78	 	 	 	6.222222222	%
	U.S. Bank, National Association
	 	US$	21,777,777.78	 	 	 	6.222222222	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	US$	350,000,000.00	 	 	 	100.000000000	%






Schedule 2.01-1




 









 








SCHEDULE 2.01




COMMITMENTS AND PRO RATA SHARES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	British Pound
	British Pound	 	British Pound	 	Sterling Pro Rata
	Sterling Lender	 	Sterling Commitment	 	Share
	 
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	US$	25,000,000	 	 	 	25.0	%
	JPMorgan Chase Bank, N.A.
	 	US$	25,000,000	 	 	 	25.0	%
	Wachovia Bank National Association
	 	US$	25,000,000	 	 	 	25.0	%
	Wells Fargo Bank, National Association
	 	US$	25,000,000	 	 	 	25.0	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	US$	100,000,000	 	 	 	100.000000000	%






Schedule 2.01-2





 









 








SCHEDULE 2.01




COMMITMENTS AND PRO RATA SHARES




	 	 	 	 	 	 	 	 	 
	 	 	Canadian Dollar	 	Canadian Dollar Pro
	Canadian Dollar Lender	 	Commitment	 	Rata Share
	 
	 
	 	 	 	 	 	 	 	 
	The Bank of Nova Scotia
	 	US$	25,000,000	 	 	 	100.0	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	US$	25,000,000	 	 	 	100.000000000	%






Schedule 2.01-3




 









 








EXHIBIT A-1




FORM OF COMMITTED LOAN NOTICE




Date: ___________, _____




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



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Five-Year Revolving Credit Agreement,
dated as of April 20, 2007 (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):


o A Borrowing of Committed Loans



o A conversion or continuation of Committed Loans





	 	1.	 	On ____________   (a Business Day).
	 
	 	2.	 	In the amount of [US$______]. [Euro ______]
	 
	 	3.	 	Comprised of                          .[Type of Committed Loan requested]
	 
	 	4.	 	For Eurocurrency Rate Loans: with an Interest Period of                              months.





          [The Committed Borrowing requested herein complies with the proviso to the first sentence of
Section 2.01 of the Agreement.]



	 	 	 	 	 
	 	[BORROWER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-1-1