exv4w2






EXHIBIT 4.2




     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE
INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO
THE COMPANY AT THE FOLLOWING ADDRESS: 2301 PATRIOT BOULEVARD, GLENVIEW, ILLINOIS 60026 ATTENTION:
CHIEF FINANCIAL OFFICER.



ANIXTER INC.




10.00% Senior Note due March 15, 2014




CUSIP 035287AC5




ISIN US035287AC55




			
	 	 	 
	No. 1
	 	$200,000,000






     ANIXTER INC., a corporation incorporated under the laws of the State of Delaware (hereinafter
called the “Company”, which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $200,000,000 on March 15, 2014 and to pay interest thereon at the rate per annum
of 10.00% from March 11, 2009 or from the most recent Interest Payment Date to which interest has
been paid, semiannually on March 15 and September 15 in each year, commencing September 15, 2009,
until the principal hereof has been paid or duly provided for in accordance with said Indenture.
The interest so payable, and punctually paid or



 









 




duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the
Holder of this Note (or one or more Predecessor Securities) of record at the close of business on
the Regular Record Date for such interest, which shall be the March 1 or September 1 next preceding
each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the
Holder of this Note (or one or more Predecessor Securities) of record at the close of business on a
Special Record Date fixed by the Trustee for the payment of such defaulted interest, notice whereof
shall be given to Holders not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Interest shall be calculated on the basis of
a 360-day year of twelve thirty-day months.




     Payment of principal, premium (if any) and interest due on this Note at Maturity or upon
redemption or repurchase will be paid by wire transfer in immediately available funds against
presentation and surrender of this Note by the Holder hereof at the office of the Paying Agent, but
only if appropriate wire transfer instructions have been received in writing (or by such other
means as deemed acceptable by the Paying Agent) by the Paying Agent not less than 15 days before
Maturity or the Redemption Date or the Repurchase Date. In the event such instructions are not
received by such 15th day, such principal and interest will be paid by check against such
presentation and surrender.



     All interest payments on this Note (other than interest due at Maturity, redemption or
repurchase) will be made by mailing a check for such interest, payable to or upon the written order
of the Holder of this Note (or one or more Predecessor Securities) of record at the close of
business on the Regular Record Date preceding the Interest Payment Date for such interest, to the
address of such Holder as it appears on the Security Register. Notwithstanding the foregoing, any
Holder of Securities of any series issued under the Indenture (including the Notes) which pay
interest on the same Interest Payment Date and which are in an aggregate principal amount in excess
of $10,000,000 may elect to receive payments of interest with respect to such Securities (other
than interest due at Maturity) via wire transfer in immediately available funds to a bank in New
York, New York (or other bank approved by the Paying Agent) by making arrangements therefor in
writing (or such other means as deemed acceptable by the Paying Agent) with the Paying Agent not
later than the Regular Record Date immediately preceding the applicable Interest Payment Date.



     The provisions of this Note are continued on the reverse hereof and such continued provisions
shall for all purposes have the same effect as though fully set forth at this place. Unless the
certificate of authentication herein has been executed by or on behalf of the Trustee by manual
signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.



     This Note shall be construed in accordance with and governed by laws of the State of New York.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



[SEAL]




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ANIXTER INC.
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	John A. Dul
	 	 	 	 	 	 	 	Dennis J. Letham
	 

	 	Vice President — General Counsel
and Secretary
	 	 	 	 	 	 	 	Executive Vice President and
Chief Financial Officer






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ANIXTER INC.




10.00% SENIOR NOTE DUE MARCH 15, 2014





 



     This Note is one of a duly authorized issue of Notes of the Company (herein called the
“Notes”), issuable in series, unlimited in aggregate principal amount except as may be otherwise
provided in respect of the Notes of a particular series, issued and to be issued under and pursuant
to an Indenture dated as of September 9, 1996, as supplemented by the First Supplemental Indenture
dated as of February 24, 2005 and the Second Supplemental Indenture dated as of March 11, 2009 (as
supplemented, the “Indenture”), duly executed and delivered by the Company, Anixter International
Inc., a Delaware corporation (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A.,
as Trustee, and is one of a series designated as 10.00% Senior Notes due March 15, 2014 (herein
called the “10.00% Notes”), limited in aggregate principal amount to $200,000,000. Reference is
hereby made to the Indenture and all indentures supplemental thereto for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Company, the Guarantor and the Holders.



     The 10.00% Notes will not be redeemable at any time prior to maturity except as set forth
below.



     The Company may redeem all or part of the 10.00% Notes at any time at its option at a
redemption price equal to the greater of (1) 100% of the principal amount of the 10.00% Notes being
redeemed plus accrued interest to the Redemption Date or (2) the Make-Whole Amount for the 10.00%
Notes being redeemed. For purposes of this provision:



          “Make-Whole Amount” means the sum, as determined by a Quotation Agent, of the present values
of the principal amount of the 10.00% Notes to be redeemed, together with scheduled payments of
interest (exclusive of interest to the Redemption Date) from the Redemption Date to the Stated
Maturity of the 10.00% Notes, in each case discounted to the Redemption Date on a semi-annual
basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate,
plus accrued interest on the principal amount of the 10.00% Notes being redeemed to the Redemption
Date.




          “Adjusted Treasury Rate” means, with respect to any Redemption Date, (i) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15 (519)” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining term of the 10.00%
Notes, yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published




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during the week preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date, in each case calculated on
the third Business Day preceding the Redemption Date, plus 0.50%.




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term from the Redemption Date to
the Stated Maturity of the 10.00% Notes that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the 10.00% Notes.




          “Comparable Treasury Price” means, with respect to any Redemption Date, if clause (ii) of the
definition of Adjusted Treasury Rate is applicable, the average of three, or such lesser number as
is obtained by the Trustee, Reference Treasury Dealer Quotations for such Redemption Date.




          “Quotation Agent” means the Reference Treasury Dealer selected by the Company.




          “Reference Treasury Dealers” mean Banc of America Securities LLC and any successor thereto or
any other primary U.S. Government securities dealers selected by the Company.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by a Reference Treasury Dealer, of the bid and
asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.




     In addition, at any time prior to March 15, 2012, the Company may redeem up to 35% of the
principal amount of the 10.00% Notes with the net cash proceeds of one or more public sales of the
Guarantor’s common stock at a redemption price (expressed as a percentage of principal amount) of
110%, plus accrued interest to the redemption date; provided that at least 65% of the aggregate
principal amount of 10.00% Notes originally issued on March 11, 2009 remains outstanding after each
such redemption and notice of any such redemption is mailed within 60 days of each such sale of
common stock.



     Subject to certain exceptions contained in the Indenture, the Company must commence, within 30
days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all 10.00%
Notes of each series established on or after the date of the Second Supplemental Indenture then
outstanding, at a purchase price equal to 101% of their principal amount, plus accrued interest, if
any, to the Payment Date pursuant to and in accordance with the terms of the Indenture.



     The Indenture provides that each Holder of a Note is entitled to the benefits of a Guarantee
by the Guarantor of the timely payment of the principal, and premium, if any, of and



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interest on the Notes. The Guarantee enclosed herein is an integral part of this Note. The
Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company
on this Note upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the Company and the
Guarantor and the rights of the Holders under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of at least a majority in aggregate
principal amount of Notes at the time Outstanding of each series which is affected by such
amendment or modification voting as one class, except that certain amendments specified in the
Indenture may be made without approval of Holders of the Notes. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series to waive on behalf of the Holders of such series of Securities compliance
by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be binding upon such Holder and upon all future Holders of this Note and any Note issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.



     Unless this Note is defeased and discharged as provided in the Indenture, no reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the
respective obligations of the Company and the Guarantor, which are absolute and unconditional, to
pay the principal of and interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, transfer of
this Note is registrable on the Security Register, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Notes of the same series containing identical terms and provisions,
of authorized denominations and for a like aggregate principal amount, will be issued to the
designated transferee or transferees.



     The 10.00% Notes are issuable only as registered Notes without coupons in denominations of
$2,000 or any integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of
Notes of the same series containing identical terms and provisions and of different authorized
denominations, as requested by the Holder surrendering the same.



     No service charge will be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the
Trustee may treat the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes whether or not



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this Note be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.



     All terms used in the Note which are defined in the Indenture have the meanings assigned to
them in the Indenture.



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     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	THE BANK OF NEW YORK MELLON 
TRUST COMPANY, N.A.,
	 	 	 	 	 	 	as Trustee
	 
	 	 	 	 	 	 	 	 
	Dated: March 11, 2009

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory






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OPTION OF HOLDER TO ELECT PURCHASE




          If you wish to have this Note purchased by the Company pursuant to Section 1010 of the
Indenture, check the Box: o




          If you wish to have a portion of this Note purchased by the Company pursuant to Section 1010
of the Indenture, state the principal amount: $                    .







	 	 	 	 	 
	Date:
	 	 	 	 
	 
	 	 	 	 
	Your
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

(Sign exactly as your name appears on the other side of
this Note)
	 






	 	 	 	 	 
	Tax Identification No.:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 

	 	 

	 	 






          Signature must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.




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GUARANTEE OF ANIXTER INTERNATIONAL INC.




     FOR VALUE RECEIVED, Anixter International Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the “Guarantor”), hereby unconditionally guarantees to the
Holder of the Note upon which this Guarantee is endorsed the due and punctual payment of the
principal of, premium, if any, and interest on said Note, when and as the same shall become due and
payable, whether at Stated Maturity, declaration of acceleration, call for redemption or otherwise,
according to the terms thereof and of the Indenture referred to therein.



     In case of the failure of the Company punctually to pay any such principal, premium, if any,
or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether at Stated Maturity, declaration of acceleration,
call for redemption or otherwise, and as if such payment were made by the Company.



     The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal
debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and
unaffected by, any invalidity, irregularity or unenforceability of any Note or the Indenture, any
failure to enforce the provisions of any Note or the Indenture, any waiver, modification or
indulgence granted to the Company with respect thereto by the Holder of any Note or the Trustee, or
any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or
guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification,
indulgence or circumstance shall without the consent of the Guarantor increase the principal amount
of any Note or the interest rate thereon or change the currency of payment with respect to any
Note, or alter the Stated Maturity thereof, or increase any premium payable upon redemption
thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims
with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to any Note or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged with
respect to any Note except by payment in full of the principal of, premium, if any, and interest,
if any, thereon.



     The Guarantor shall not be subrogated to the rights of the Holder of this Note against the
Company in respect of any amounts paid to the Holder pursuant to the provisions of this Guarantee
unless and until the Guarantor or the Company has made due payment of the principal of, premium, if
any, and interest on each and every other outstanding Note when the same becomes due and payable,
whether at Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in
accordance with the terms of the Indenture.



     If at any time any payment of principal of, premium, if any, and interest on this Note is
rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Company, the Guarantor’s obligations hereunder with respect to such payment
shall be reinstated as of the date of such rescission, restoration or return as though such payment
had become due but had not been made at such time.



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     This Guarantee ranks equally with all other unsecured and unsubordinated obligations of the
Guarantor. This Guarantee will remain in full force and effect until the principal of and interest
on the Note have been fully paid.



     This Guarantee shall not be valid or become obligatory for any purpose with respect to the
Note upon which it is endorsed until the certificate of authentication on said Note shall have been
signed by the Trustee or the authenticating agent.



     This Guarantee shall be governed by the laws of the State of New York, without regard to
conflicts of law principles thereof.



     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed under its
corporate seal.



[SEAL]




	 	 	 	 	 
	 	ANIXTER INTERNATIONAL INC.

 	 
	 	By:  	 	 
	 	 	Dennis J. Letham 	 
	 	 	Senior Vice President — Finance and 

Chief
Financial Officer 	 
	 



Attest:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

John A. Dul
	 	 
	 

	 	Vice President-General Counsel and
Secretary	 	 







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