EX-10.2






EXHIBIT 10.2




AMENDMENT NO. 7 TO




AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




          THIS AMENDMENT NO. 7 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (the
“Amendment”), dated as of July 24, 2009, among ANIXTER RECEIVABLES CORPORATION, a Delaware
corporation (the “Seller”), ANIXTER INC., a Delaware corporation (“Anixter”), as
the initial Servicer, each financial institution party hereto as a Financial Institution, FALCON
ASSET SECURITIZATION COMPANY LLC (“Falcon”) and THREE PILLARS FUNDING LLC (f/k/a Three
Pillars Funding Corporation) (“Three Pillars”), as conduits, (collectively, the
“Conduits” and each individually, a “Conduit”), SUNTRUST ROBINSON HUMPHREY, INC.
and JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA) (“J.P. Morgan”), as
managing agents (collectively, the “Managing Agents” and each individually, a “Managing
Agent”) and J.P. Morgan, as agent for the Purchasers (the “Agent”).




WITNESSETH:




          WHEREAS, the Seller, Anixter, the Financial Institutions, the Conduits, the Managing Agents
and the Agent are parties to that certain Amended and Restated Receivables Purchase 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) Section 1.2 of the Agreement is hereby amended by amending and restating the second
sentence of such section in its entirety to read as follows:




     “Each Purchase Notice shall be subject to Section 6.2 hereof and,
except as set forth below, shall be irrevocable and shall specify the requested (i)
Purchase Price (which shall not be less than $500,000 per Purchase Group) and (ii)
in the event a Conduit declines to make an Incremental Purchase and such Incremental
Purchase is to be funded by the related Financial Institutions, the type of Discount
Rate and Tranche Period.”



 









 






     (b) Section 1.3 of the Agreement is hereby amended by deleting the reference to “which
must be a Monthly Settlement Date or a Mid-Month Report Date,” from such section in its
entirety.




     (c) Section 2.6 of the Agreement is hereby amended by deleting the reference to “three
(3) Business Days” appearing therein and replacing such reference with a reference to “one
(1) Business Day”.




     (d) Section 5.1(g) of the Agreement is hereby amended by deleting the reference to “any
Monthly Report, any Mid-Month Report” appearing therein and replacing such reference with a
reference to “any Report”.




     (e) Clause (ii) of Section 5.1(t) of the Agreement is hereby amended and restated in
its entirety to read as follows:




          “Each Receivable included in the Net Receivables Balance as an Eligible
Receivable on the date of its purchase under the Receivables Sale Agreement was an
Eligible Receivable on such purchase date, and, as of the date of each Report and
any other report delivered pursuant to Section 8.5, each Receivable included
in the Net Receivables Balance on each such Report or other report was an Eligible
Receivable.”




     (f) Clause (i) of Section 6.2 of the Agreement is hereby amended and restated in its
entirety to read as follows:




          “(i) all Reports and other reports as and when due under Section 8.5;”




     (g) Section 8.5 of the Agreement is hereby amended and restated in its entirety to read
as follows:




          “Section 8.5 Reports. The Servicer shall prepare and forward to each
Managing Agent:




     (i) on each Determination Date, a Monthly Report;




     (ii) if (x) Rating Level II is in effect or (y) Rating Level I is in effect
and the Servicer has notified the Managing Agents that it will deliver Reports
as if Rating Level II were in effect, on the last Business Day of each calendar
month, a Mid-Month Report containing information relating to the period from the
first day of the related fiscal month to and including the Friday closest to the
fifteenth day of such calendar month;




     (iii) if Rating Level III is in effect, on the Tuesday of each week (or, if
such day is not a Business Day, the next succeeding Business Day), a Weekly
Report containing information relating to the Weekly Period then most recently
ended;




     (iv) if Rating Level IV is in effect, on each Business Day, a Daily Report
containing information relating to the period since the last delivery of any
Report hereunder;



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     (v) at such times as either Managing Agent shall reasonably request, a
report in the form of a Monthly Report updating the information contained in the
most recent Monthly Report; and




     (vi) at such times as either Managing Agent shall request, a listing by
Obligor of all Receivables together with an aging of such Receivables.”




     (h) Section 9.1(j) of the Agreement is hereby amended and restated in its entirety to
read as follows:




          “[Intentionally Omitted.]”




     (i) Section 9.1 of the Agreement is hereby amended by adding the following new clauses
(l), (m) and (n) to the end of such section:




          “(l) Failure of Seller to deliver, on or before September 23, 2009, a fully
executed Collection Account Agreement (or another account control agreement that is
reasonably satisfactory to the Agent) with respect to Collection Account #
8666000209 maintained at Bank of America, N.A.




          “(m) The Leverage Ratio as of the end of any Fiscal Quarter shall be greater
than 3.25 to 1.00.”




          “(n) the Consolidated Fixed Charge Coverage Ratio calculated at the end of each
Fiscal Quarter for the period of the immediately preceding four Fiscal Quarters
shall be less than (a) 2.25 to 1.00 for any period ending prior to the last day of
the fourth Fiscal Quarter of 2010, (b) 2.50 to 1.00 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 1.00 for any period ending
after the last day of the fourth Fiscal Quarter of 2011.”




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




     ““Applicable Margin” means 3.50%.”




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




     ““Base Rate” means:




          (a) with respect to each Financial Institution in the Falcon Purchase Group,
for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect
on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%
and (c) the LIBO Rate for a one month Tranche Period on such day (or if such day is
not a Business Day, the immediately preceding Business Day) plus 1%,
provided that, for the avoidance of doubt, the LIBO Rate for purposes of
this definition for any day shall be based on the rate appearing on the Reuters BBA
Libor Rates Page 3750 (or on any successor or substitute page of such page) at
approximately 11:00 a.m. London time on such day; and



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          (b) with respect to each Financial Institution in the Three Pillars Purchase
Group, for any day, a rate per annum equal to the greater of (i) the SunTrust
Federal Funds Rate most recently determined by SunTrust Bank plus one half of one
percent (0.50%), and (ii) the SunTrust Prime Rate.




          Any change in the Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate, the SunTrust Federal Funds Rate or the LIBO Rate shall be
effective from and including the effective date of such change in the Prime Rate,
the Federal Funds Effective Rate, the SunTrust Federal Funds Rate or the LIBO Rate,
respectively.”




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




          ““Credit Agreement” means that certain Amended and Restated Five-Year
Revolving Credit Agreement dated as of April 20, 2007 by and among Anixter, the
Subsidiaries of Anixter identified as Borrowing Subsidiaries thereunder, Bank of
America, N.A. as Administrative Agent, Wells Fargo Bank, N.A. as Syndication Agent,
JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia as Co-Documentation Agents,
and the lenders party thereto from time to time, as the same may be amended,
restated, supplemented or otherwise modified from time to time.”




     (m) The definition of “Default Fee” set forth in Exhibit I to the Agreement is
hereby amended by deleting the reference to the percentage “2.25%” appearing in such
definition and replacing such percentage with the percentage “4.5%”.




     (n) The definition of the term “Dilution Reserve Ratio” set forth in Exhibit I
to the Agreement is hereby amended by deleting therefrom the reference to “2.0” and
replacing such reference with a reference to “Stress Factor”.




     (o) 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).”



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     (p) The definition of “Liquidity Termination Date” set forth in Exhibit I to
the Agreement is hereby amended and restated in its entirety to read as follows:




          ““Liquidity Termination Date” means July 23, 2010.”




     (q) The definition of “Loss Horizon Ratio” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety to read as follows:




          ““Loss Horizon Ratio” means, for any Collection Period, a fraction
(calculated as a percentage) computed by dividing (i) the aggregate Outstanding
Balance of all Receivables generated during Applicable Loss Horizon Period by (ii)
the aggregate Net Receivables Balance as at the last day of the most recently ended
Collection Period.”




     (r) The definition of the term “Loss Reserve” set forth in Exhibit I to the
Agreement is hereby amended by deleting the reference to the percentage “9%” appearing in
such definition and replacing such percentage with the percentage “12%”.




     (s) The definition of the term “Loss Reserve Ratio” set forth in Exhibit I to
the Agreement is hereby amended by deleting therefrom the reference to “2.0” and replacing
such reference with a reference to “Stress Factor”.




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




          ““Purchase Limit” means $200,000,000, as such amount may be increased or
decreased in accordance with the provisions of Article XII.”




     (u) The definition of “Three Pillars Broken Funding Costs” set forth in Exhibit
I to the Agreement is hereby amended and restated in its entirety to read as follows:




          ““Three Pillars Broken Funding Costs” if




          (a) any request for an Incremental Purchase is made and such Incremental
Purchase does not occur; or




          (b) any Incremental Purchase or Reinvestment that is funded through the
issuance of commercial paper (a “CP Rate Funding”) or any Incremental
Purchase or Reinvestment that is not funded through the issuance of commercial paper
(an “Alternate Rate Funding”) (i) in either such case, has its principal
reduced without compliance by Seller with the notice requirements hereunder, (ii)
[Reserved], (iii) in the case of a CP Rate Funding, is assigned under any Three
Pillars Credit Agreement to the related Three Pillars Credit Bank for credit related
reasons, due to a termination event or event of default or as required under the
Three Pillars Credit Agreement or (iv) in the case of an Alternate Rate Funding, is
terminated or reduced prior to the last day of the then current Settlement Period,



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then, the amount of “Three Pillars Broken Funding Costs” related thereto shall be
equal to the excess, if any, of (1) the CP Costs and fees that would have accrued
during the remainder of the Settlement Period determined by SunTrust to relate to
such Incremental Purchase or Reinvestment subsequent to, as applicable, the proposed
date related to such failure to complete such Incremental Funding or Reinvestment or
the date of such reduction, assignment or termination, assuming that, as applicable,
such Incremental Purchase or Reinvestment had occurred, such reduction, assignment
or termination had not occurred or such notice had not been delivered, over (2) the
income, if any, actually received during the remainder of such period by Three
Pillars from investing the principal related to, as applicable, such Incremental
Purchase that did not occur or such reduction, assignment or termination that did
not occur. All Three Pillars Broken Funding Costs shall be due and payable
hereunder upon demand.”




     (v) The definition of the term “Tranche Period” set forth in Exhibit I to the
Agreement is hereby amended by deleting the phrase “one, two, three or six months” appearing
in clause (a) thereof and replacing such phrase with the phrase “one, two or three months”.




     (w) The following definitions are hereby added to Exhibit I to the Agreement in the
appropriate alphabetical locations:




          “Agreement Accounting Principles” means GAAP as of the date of this
Agreement together with any changes in GAAP after the date hereof which are not
“Material Accounting Changes” (as defined below). If any changes in GAAP are
hereafter required or permitted and are adopted by Anixter International Inc. or
Anixter with the agreement of its independent certified public accountants and such
changes result in a material change in the method of calculation of any of the
financial covenants, restrictions or standards herein or in the related definitions
or terms used therein (“Material Accounting Changes”), the parties hereto
agree to enter into negotiations, in good faith, in order to amend such provisions
in a credit neutral manner so as to reflect equitably such changes with the desired
result that the criteria for evaluating Anixter’s consolidated financial condition
shall be the same after such changes as if such changes had not been made;
provided, however, that no Material Accounting Change shall be given
effect in such calculations until such provisions are amended in a manner reasonably
satisfactory to the Required Financial Institutions. If such amendment is entered
into, all references in this Agreement to Agreement Accounting Principles shall mean
GAAP as of the date of such amendment together with any changes in GAAP after the
date of such amendment which are not Material Accounting Changes.




          “Applicable Loss Horizon Period” means, at any time:




          (a) if Rating Level I is in effect, the four Collection Periods most recently
ended;




          (b) if (x) Rating Level II is in effect or (y) Rating Level I is in effect and
the Servicer has notified the Managing Agents that it will deliver Reports as if
Rating Level II were in effect (and the Servicer is actually delivering Reports as
if Rating Level II were in effect), the three Collection Periods most recently ended
and one-half of the fourth Collection Period most recently ended;



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          (c) if Rating Level III is in effect, the three Collection Periods most
recently ended and one-quarter of the fourth Collection Period most recently ended;
and




          (d) if Rating Level IV is in effect, the three Collection Periods most recently
ended.




     For purposes of clarification, if any Applicable Loss Horizon Period includes a
fraction of a Collection Period, the aggregate Outstanding Balance of all
Receivables generated during such fraction of such Collection Period for purposes of
calculating the Loss Horizon Ratio shall be calculated by multiplying (a) such
fraction by (b) the aggregate Outstanding Balance of all Receivables generated
during such Collection Period.




          “Consolidated EBITDA” means, for any period, for the Consolidated Group
calculated in accordance with Agreement Accounting Principles, (i) Consolidated Net
Income for such period taken as a single accounting period, plus (ii) the
provision for depreciation and amortization expense of the Consolidated Group for
such period, plus (iii) income taxes of the Consolidated Group for such
period, and plus (iv) net interest expense of the Consolidated Group for
such period; provided that there shall be excluded from Consolidated EBITDA
any non-cash, non-operating gains or losses (including, without limitation,
extraordinary or unusual gains or losses, gains or losses arising from the sale of
capital assets or the sale of owned buildings and properties and other non-recurring
gains or losses) during such period.




          “Consolidated Fixed Charge Coverage Ratio” means, for any period, the
ratio of (a) the sum of Consolidated EBITDA and Rental Expense for such period to
(b) the amount of Consolidated Fixed Charge Expense of the Consolidated Group for
such period.




          “Consolidated Fixed Charge Expense” means, for any period, the net
interest expense of the Consolidated Group (including the interest component of
capital leases, the interest component of synthetic lease obligations, facility
fees, and fees for standby letters of credit, excluding amortization of deferred
financing fees) plus consolidated yield or discount accrued on the outstanding
aggregate investment or principal amount of claims held by purchasers, assignees or
other transferees of (or of interests in) receivables of Anixter and its
Subsidiaries in connection with any Receivables Securitization Transaction (as
defined in the Credit Agreement) (regardless of the accounting treatment of such
Receivables Securitization Transaction) and Rental Expense of the Consolidated Group
for such period calculated in accordance with Agreement Accounting Principles.




          “Consolidated Funded Indebtedness” means, as of any date of
determination, for the Consolidated Group on a consolidated basis, the sum of (a)
the outstanding principal amount of all obligations and liabilities, whether current
or long-term, for borrowed money (including Obligations hereunder), (b) that portion
of obligations with respect to capital leases that are capitalized in the
consolidated balance sheet of the Consolidated Group, (c) the principal portion of
synthetic lease obligations, (d) the outstanding aggregate investment or principal
amount of claims held by purchasers, assignees or transferees of (or of interests
in) receivables under Receivables Securitization Transactions (as defined in the
Credit Agreement), and (e) without duplication, all Accommodation Obligations (as
defined in the Credit Agreement) with



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respect to Indebtedness of the type specified in subsections (a), (b), (c) and
(d) above of Persons other than Anixter or any of its Subsidiaries.




          “Consolidated Group” means Anixter and each of its Subsidiaries.




          “Consolidated Net Income” means, for any period, for the Consolidated
Group on a consolidated basis, the net income of the Consolidated Group for that
period, determined in accordance with Agreement Accounting Principles.




          “Daily Report” means a report, in substantially the form of Exhibit
XIII hereto (appropriately completed), furnished by the Servicer to the Managing
Agents pursuant to Section 8.5.




          “Debt Rating” for any Person at any time means the then current rating
by (i) S&P, (ii) Moody’s or (iii) any other nationally recognized statistical rating
agency of such Person’s long term public senior unsecured noncredit enhanced debt.




          “Federal Funds Effective Rate” means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for such day for such transactions received by the
Agent from three Federal funds brokers of recognized standing selected by it.




          “Fiscal Quarter” means a 13-week accounting period of Anixter ending on
or about March 31, June 30, September 30 or December 31 of any fiscal year.




          “Leverage Ratio” means, as of any date of determination, for Anixter
and its Subsidiaries on a consolidated basis, the ratio of (a) the Consolidated
Funded Indebtedness of the Consolidated Group as of such date to (b) Consolidated
EBITDA for the period of the four Fiscal Quarters ending on such date,
provided that, for purposes of calculating the Leverage Ratio, Consolidated
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 (a) any acquisition made by Anixter or any of its Subsidiaries during
such period (without giving effect to any increase in Consolidated EBITDA reflecting
projected synergies resulting from such acquisition) so long as, and to the extent
that, (i) Anixter delivers to the Agent (which shall promptly deliver to each
Financial Institution) a summary in reasonable detail of the assumptions underlying,
and the calculations made, in computing Consolidated EBITDA on a pro forma basis and
(ii) the Required Financial Institutions do not object to such assumptions and/or
calculations within ten (10) Business Days after receipt thereof; and (b) any
divestiture of a Subsidiary, division or other operating unit made during such
period.




          “Prime Rate” means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be effective
from and including the date such change is publicly announced as being effective.



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          “Rating Level” means, any of the following based upon the Debt Rating
of Anixter then in effect:




          Rating Level I: Greater than or equal to BBB- by S&P and Baa3 by
Moody’s;




          Rating Level II: Less than BBB- by S&P or Baa3 by Moody’s but greater
than or equal to BB by S&P or Ba2 by Moody’s;




          Rating Level III: Less than BB by S&P and Ba2 by Moody’s but greater
than or equal to B+ by S&P and B1 by Moody’s; and




          Rating Level IV: Less than B+ by S&P or B1 or by Moody’s or unrated by
S&P or Moody’s.




     “Rental Expense” means, for any period, the total rental expense for
operating leases of the Consolidated Group on a consolidated basis, as determined in
accordance with Agreement Accounting Principles.




     “Report” means a Monthly Report, a Mid-Month Report, a Weekly Report or
a Daily Report, as applicable.




     “Stress Factor” means, as of any date, (i) if the Servicer’s Debt
Ratings are greater than or equal to BB- and Ba3 as of such date, 2.0 and (ii) at
all other times, 2.25.




     “Weekly Period” means, a period commencing on a Monday and ending on
the immediately following Sunday.




     “Weekly Report” means a report, in substantially the form of
Exhibit XII hereto (appropriately completed), furnished by the Servicer to
the Managing Agents pursuant to Section 8.5.”




     (x) The definition of “Bank One Federal Funds Rate” set forth in Exhibit I to the
Agreement is hereby deleted in its entirety.




     (y) Schedule A to the Agreement is hereby replaced with Schedule A attached
hereto.




     (z) Exhibit IV to the Agreement is hereby replaced with Exhibit IV attached
hereto.




     (aa) The Agreement is hereby amended by adding Exhibits XII and XIII thereto in the
forms of Exhibits XII and XIII attached hereto.



     SECTION 3. Effective Date. This Amendment shall become effective and shall be deemed
effective as of the date first written above when:




     (a) the Agent shall have received counterparts hereof executed by each Person for which
a signature block is attached hereto;



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     (b) the Agent shall have received counterparts to Amendment No. 4 to Amended and
Restated Receivables Sale Agreement executed by each Person for which a signature block is
attached thereto;




     (c) the Seller shall have paid all invoiced audit and legal fees of Sidley Austin LLP
and Protiviti Inc. incurred by the Agent in connection with the transactions contemplated by
this Amendment and the Agreement; and




     (d) the Managing Agents shall have received (1) counterparts to the Third Amended and
Restated Fee Letter duly executed by each Person for which a signature is attached thereto
and (2) all fees payable on the date hereof pursuant to such Third Amended and Restated Fee
Letter.



     SECTION 4. Representations and Warranties of the Seller Parties. In order to induce
the parties hereto to enter into this Amendment, each of the Seller Parties represents and warrants
to the Agent and the Purchasers, as to itself, that:




     (a) The representations and warranties of such Seller Party set forth in Section
5.1 of the Agreement, as hereby amended, are true, correct and complete on the date
hereof as if made on and as of the date hereof and there exists no Amortization Event or
Potential Amortization Event on the date hereof, provided that in the case of any
representation or warranty in Section 5.1 that expressly relates to facts in existence on an
earlier date, the reaffirmation thereof under this Section 4(a) shall be made as of
such earlier date.




     (b) The execution and delivery by such Seller Party of this Amendment has been duly
authorized by proper corporate proceedings of such Seller Party and this Amendment, and the
Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation
of such Seller Party, enforceable against such Seller Party 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



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shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement.



     SECTION 9. Sale and Assignment.




     (a) In consideration of the payment of $85,784.31 at or before 11:00 a.m. (New York
time) on the date hereof and concurrently with the effectiveness hereof, Three Pillars
hereby sells and assigns to Falcon, and Falcon hereby purchases and assumes from Three
Pillars, $85,784.31 of outstanding Capital held by Three Pillars before giving effect to
this Section 9 (the “Assigned Amount”). Immediately after giving effect to
this Section 9, (i) Three Pillars shall hold $1,875,000 in outstanding Capital and
(ii) Falcon shall hold $3,125,000 in outstanding Capital.




     (b) All accrued and unpaid fees and CP Costs in respect of the Assigned Amount until
but excluding the date hereof shall be paid to SunTrust Robinson Humphrey, Inc. as Managing
Agent for the Three Pillars Purchase Group, and all other amounts in respect of the Assigned
Amount from and including the date hereof shall be paid to J.P. Morgan as Managing Agent for
the Falcon Purchase Group.




     (c) By executing and delivering this Amendment, Three Pillars and Falcon confirm to and
agree with each other, the Agent, the Managing Agents and the Financial Institutions as
follows: (1) other than the representation and warranty that it has not created any Adverse
Claim upon any interest being transferred hereunder, Three Pillars makes no representation
or warranty and assumes no responsibility with respect to any statements, warranties or
representations made by any other Person in or in connection with the Agreement, the
Liquidity Agreement or the Transaction Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of Falcon, the Agreement or any other
instrument or document furnished pursuant thereto or the perfection, priority, condition,
value or sufficiency of any collateral; (2) Three Pillars makes no representation or
warranty and assumes no responsibility with respect to the financial condition of the
Seller, any Obligor, any Affiliate of Seller or the performance or observance by the Seller,
any Obligor, any Affiliate of Seller of any of their respective obligations under the
Transaction Documents or any other instrument or document furnished pursuant thereto or in
connection therewith; and (3) Falcon will, independently and without reliance upon the
Agent, any Conduit, any Managing Agent, the Seller or any other Financial Institution or
Purchaser and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the
Agreement, the Liquidity Agreement and the Transaction Documents.



* * * * *




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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 RECEIVABLES CORPORATION, as the Seller

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

as the initial Servicer

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



Signature Page to

Amendment No. 7 to Amended and Restated Receivables Purchase Agreement




 









 








	 	 	 	 	 
	 	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. 7 to Amended and Restated Receivables Purchase Agreement




 









 








	 	 	 	 	 
	 	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. 7 to Amended and Restated Receivables Purchase Agreement




 









 








SCHEDULE A




COMMITMENTS OF FINANCIAL INSTITUTIONS; PURCHASE LIMITS




FALCON PURCHASE GROUP




PURCHASE GROUP LIMIT: $125,000,000




	 	 	 	 	 
	Financial Institution	 	Back-up Commitment	 	Liquidity Commitment
	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$125,000,000
	 	$127,500,000






THREE PILLARS PURCHASE GROUP




PURCHASE GROUP LIMIT: $75,000,000


	 	 	 	 	 
	Financial Institution	 	Back-up Commitment	 	Liquidity Commitment
	 	 	 	 	 
	SunTrust Bank
	 	$75,000,000
	 	$76,500,000








 









 






EXHIBIT IV




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






 









 






EXHIBIT XII




Form of Weekly Report




[attached]




 









 





EXHIBIT XIII




Form of Daily Report




[attached]