EX-10.3






EXHIBIT 10.3




AMENDMENT NO. 4 TO

AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT




          THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (the
“Amendment”), dated as of July 24, 2009, 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. Amendments to the Agreement. Subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the parties hereto agree that the Agreement is
amended as follows:




     (a) The definition of “Excluded Receivable” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety to read as follows:




     ““Excluded Receivable” means indebtedness and other
obligations owed to Originator, in respect of: (i) all accounts
receivable generated by Originator’s Latin American export
locations, (ii) all accounts receivable generated by Originator’s
“Pacer”, “IMS”, “QSN”, “Pentacon” and “World Class Wire and Cable”
divisions which are not included in Originator’s main subledger
system, (iii) all accounts receivable generated by any of
Originator’s divisions which are acquired after July 24, 2009 which
are not included in Originator’s main subledger system, (iv) all
accounts receivable owing by Obligors with the following customer
numbers: 139661 or 804470 (in each case, as such customer numbers
are in effect or otherwise categorized as of July 24, 2009), (v) all
accounts receivable owing by Obligors with the



 









 






following customer prefixes: N-N, NN+ or ORO (in each case, as
such customer prefixes are in effect or otherwise categorized as of
July 24, 2009) and (vi) all accounts receivable existing at
Originator’s general corporate division coded WC (as such division
is in effect or otherwise structured as of July 24, 2009).”




     (b) Exhibit III to the Agreement is hereby replaced with Exhibit III attached
hereto.



     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.



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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:  	/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. 4 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 	 	 
	 
	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. 4 to Amended and Restated Receivables Sale Agreement




 









 








Acknowledged and Agreed

as of the date first written above:




	 	 	 	 	 
	THREE PILLARS FUNDING LLC (f/k/a Three Pillars Funding Corporation)

 	 	 
	By:  	/s/ Doris Hearn
 	 	 
	 	Name:  	Doris Hearn 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 
	SUNTRUST BANK, as a

Financial Institution

 	 	 
	By:  	/s/ Robert Maddox
 	 	 
	 	Name:  	Robert Maddox 	 	 
	 	Title:  	Director 	 	 
	 
	SUNTRUST ROBINSON HUMPHREY INC.,

as a Managing Agent

 	 	 
	By:  	/s/ Joseph R. Franke
 	 	 
	 	Name:  	Joseph R. Franke 	 	 
	 	Title:  	Director 	 	 
	 



Signature Page to

Amendment No. 4 to Amended and Restated Receivables Sale Agreement





 









 








EXHIBIT III




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Lockbox
	Bank Name	 	Address	 	ABA	 	Account Name	 	Lockbox ID #	 	Account #	 	Account Type	 	Lockbox Address	 	Agreements
	Bank of America, N.A.
	 	231 South LaSalle St.	 	026009593	 	Credit Card	 	 	 	8666000209	 	Deposit	 	 	 	N/A
	 
	 	Chicago, IL  60697	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Depository	 	98908	 	8666600206	 	Deposit	 	P.O. Box 98908
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	840 Canal
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Chicago, IL  60693	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	1401 Elm Street	 	026009593	 	WireXpress	 	847481	 	3751592314	 	Deposit	 	P.O. Box 847481
	 	Yes
	 
	 	Dallas, TX  75202	 	 	 	 	 	 	 	 	 	 	 	Dallas, TX  75284-7481	 	 
	 
	 	 	 	 	 	Depository	 	847428	 	3751592291	 	Deposit	 	P.O. Box 847428
	 	Yes
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Dallas, TX  75284-7428