exv10w1






EXHIBIT 10.1



THIS SECOND AMENDMENT AGREEMENT is dated and effective as of the 31st day of July, 2009.




B E T W E E N:




ANIXTER CANADA INC.

a corporation incorporated under the laws of Canada

as Borrower




- and -




THE GUARANTORS FROM TIME TO TIME PARTY

TO THE CREDIT AGREEMENT

as Guarantors




- and -




THE LENDERS FROM TIME TO TIME PARTY

TO THE CREDIT AGREEMENT

as Lenders




- and -




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 (the “First Amendment
Agreement”) dated as of July 5, 2007 (as so amended, the “Existing Credit Agreement”).






	B.	 	The Borrower and the Lenders have agreed to certain amendments to the terms and conditions in
the Existing Credit Agreement and the parties are entering into this Second 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




     Section 1.1.112 of the Existing Credit Agreement is deleted.



Second Amendment Agreement




 









 





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     Section 1.1.129 of the Existing Credit Agreement is deleted and replaced with the following
provision:




	 	  1.1.129	 	“U.S. Credit Agreement” means the amended and restated five-year revolving
credit agreement dated as of April 20, 2007 among Anixter Inc. and various
subsidiaries of Anixter Inc., as borrowers, Bank of America, N.A., as
administrative agent, swing line lender and L/C issuer, Wells Fargo Bank, N.A.,
as syndication agent, JPMorgan Chase Bank, NA, The Bank of Nova Scotia and
Wachovia Bank, N.A., as co documentation agents, and the lenders party thereto
from time to time, as amended by the First Amendment dated as of September 26,
2007 and the Second Amendment dated as of July 23, 2009.





Section 2 — Amendment to Credit




     Section 2.6(1) of the Existing Credit Agreement is deleted and replaced with the following
provision:




	 	2.6(1)	 	 The Applicable Margin relating to interest rates, Banker’s Acceptance Fees,
L/C commissions and Standby Fees will vary and be calculated based on the
Relevant Rating as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Banker’s Acceptance	 	 
	 	 	Applicable Margin for	 	Fees, L/C Commissions	 	Standby Fee
	 	 	Prime Rate Advances	 	and Applicable Margin	 	(% per annum)
	Relevant Rating	 	and Base Rate Advances	 	for LIBOR Advances	 	350%	 	<50%
	(S&P/Moody’s/Fitch)	 	(% per annum)	 	(% per annum)	 	utilization	 	utilization
	Greater than or
equal to
BBB+/Baa1/BBB+
	 	 	0.40	%	 	 	1.40	%	 	 	0.15	%	 	 	0.30	%
	BBB/Baa2/BBB
	 	 	0.70	%	 	 	1.70	%	 	 	0.20	%	 	 	0.35	%
	BBB-/Baa3/BBB-
	 	 	1.00	%	 	 	2.00	%	 	 	0.25	%	 	 	0.40	%
	BB+/Ba1/BB+
	 	 	1.50	%	 	 	2.50	%	 	 	0.50	%	 	 	0.65	%
	BB/Ba2/BB
	 	 	1.75	%	 	 	2.75	%	 	 	0.50	%	 	 	0.65	%
	Less than or equal
to BB-/Ba3/BB-
	 	 	2.00	%	 	 	3.00	%	 	 	0.50	%	 	 	0.65	%






Section 3 — Amendment to Negative Covenants




     Section 7.4(2)(c) of the Credit Agreement is deleted and replaced with the following
provision:



     7.4(2)(c) directly or indirectly declare or make any payment, distribution or contribution to
or investment in to Anixter International Inc. (whether in cash or otherwise) except to the extent
that it may do so in compliance with the U.S. Credit Agreement, as amended by any Scotia Approved
Amendment;



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Section 4 — Conditions Precedent to Effectiveness of this Second Amendment Agreement




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




	 	(a)	 	execution and delivery of this Second Amendment Agreement (and all other Loan
Documents contemplated by this First Amendment Agreement) by each of the Borrower and
the Guarantors;
	 
	 	(b)	 	execution and delivery of this Second Amendment Agreement by the Lenders (and
all other Loan Documents contemplated by this Second Amendment Agreement, to the extent
applicable) in accordance with Section 9.2 of the Existing Credit Agreement;
	 
	 	(c)	 	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
	 
	 	(d)	 	the Agent having received such corporate resolutions, incumbency and other
certificates of each of the Borrower and the Guarantors as the Agent may reasonably
request in connection with this Second Amendment Agreement and the transactions
contemplated hereby.





Section 5 — 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 Second 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 Second 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; and
	 
	 	(d)	 	after giving effect to this Second 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 Second Amendment Agreement or the observance or
performance of its obligations hereunder.





Second Amendment Agreement





 









 











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Section 6 — Loan Document




     Each of the Obligors acknowledges that this Second 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 Second Amendment Agreement and are deemed to be repeated on
its execution of this Second Amendment Agreement as if set out in full in this Second Amendment
Agreement.



Section 7 — Continuing Effect of Existing Credit Agreement




     Except as amended by this Second 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 Second
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 8 — 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 Second 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 Second Amendment Agreement.



Section 9 — Counterparts and Facsimile




     This Second 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 Second Amendment Agreement shall be deemed to be
valid execution and delivery thereof.



Section 10 — Governing Law




     The parties agree that this Second 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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  - 5 -




Section 11 — Interpretation




     Capitalized terms used herein, unless otherwise defined or indicated herein, have the
respective meanings defined in the Existing Credit Agreement. This Second 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 Second Amendment
Agreement.



Section 12 — Effective Date




     This Second Amendment Agreement may be referred to as being dated as of July 31, 2009,
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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- S1 - 




     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as Agent

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


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




Second Amendment Agreement





 











 



- S2 -


     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	ANIXTER CANADA INC.

 	 
	 	By:  	/s/ Rod Shoemaker
 	 
	 	 	Name:  	Rod Shoemaker 	 
	 	 	Title:  	Authorized Signatory 	 
	 


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





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- S3 -





     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	ANIXTER INC.

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


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






Second Amendment Agreement










 



- S4 -





     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	ANIXTER INTERNATIONAL INC.

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


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






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- S5 -





     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	ANIXTER-REAL ESTATE, INC.

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




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




Second Amendment Agreement










 



- S6 -


     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	ANIXTER INFORMATION SYSTEMS CORPORATION

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


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





Second Amendment Agreement










 



- S7 -





     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	ANIXTER FINANCIAL INC.

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


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





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- S8 -





     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	ANIXTER PROCUREMENT CORPORATION

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


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





Second Amendment Agreement










 



- S9 -





     IN WITNESS WHEREOF, the parties have duly executed this Second Amendment Agreement as of July
31, 2009.



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as Lender

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


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




Second Amendment Agreement