EX-4.1




EXHIBIT 4.1




CH1 3043750v3



EXECUTION COPY




AMENDMENT NO. 2 TO




AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT




THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (the
“Amendment”), dated as of September 30, 2004, between ANIXTER INC., a Delaware corporation,
(the “Originator”) and ANIXTER RECEIVABLES CORPORATION, a Delaware corporation (the
“Buyer”).



W I T N E S S E T H:




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. The Agreement is hereby amended as follows:




(a) Section 6.1 of the Agreement is hereby amended to delete the following
parenthetical from the sentence immediately following the proviso to Section 6.1:




“(including, without limitation, losses in respect of uncollectible receivables,
regardless of whether reimbursement therefor would constitute recourse to
Originator)”




(b) The defined term “Excluded Receivable” is hereby restated in its entirety 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” division, (iii) all accounts receivable generated by
Originator’s “Pentacon” division which are not included in Originator’s main
subledger system, (iv) all accounts receivable owing by Obligors with the following
customer numbers: 139661, 804470, 544876, 520222, 037690, 608556, 514221 or 548357,
and (v) all accounts receivable existing at Originator’s general corporate division
coded WC.




(c) Exhibit II to the Agreement is hereby replaced with Exhibit II 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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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date first written above:




ANIXTER INC.,


as the Originator




By:    


Name:


Title:




ANIXTER RECEIVABLES CORPORATION, as the Buyer




By:    


Name:


Title:



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Acknowledged and Agreed


this 30th day of September, 2004:



FALCON ASSET SECURITIZATION


CORPORATION



By:    


Name:


Title: Authorized Signatory



THREE PILLARS FUNDING CORPORATION



By:    


Name:


Title: Authorized Signatory



BANK ONE, NA, as a Financial Institution,


a Managing Agent and as Agent



By:    


Name:


Title:



SUNTRUST BANK, as a


Financial Institution



By :   


Name:


Title:



SUNTRUST CAPITAL MARKETS INC.,


as a Managing Agent



By:    


Name:


Title:




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