exv4w1






EXHIBIT 4.1



 





ANIXTER INC.

the Company




ANIXTER INTERNATIONAL INC.

the Guarantor




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

the Trustee




 






SECOND SUPPLEMENTAL INDENTURE




Dated as of March 11, 2009




to




INDENTURE




Dated as of September 9, 1996




 





 









 





     SECOND SUPPLEMENTAL INDENTURE, dated as of March 11, 2009 (the “Second Supplemental
Indenture”), between Anixter Inc. (the “Company”), Anixter International Inc. (the “Guarantor”) and
The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).



     Capitalized terms used herein but not otherwise defined herein shall have the meanings given
to such terms in the Indenture, dated as of September 9, 1996, among the Company, the Guarantor and
the Trustee, as amended by a First Supplemental Indenture, dated February 24, 2005 (as amended, the
“Indenture”).



Recitals




     WHEREAS, the Company and the Guarantor executed and delivered the Indenture to the Trustee to
provide for the issuance from time to time of the Company’s unsecured debentures, notes or other
evidences of indebtedness, guaranteed by the Guarantor, to be issued in one or more series
unlimited as to principal amount;



     WHEREAS, Section 901(4) of the Indenture provides that the Company, the Guarantor and the
Trustee may without the consent of any Holders enter into indentures supplemental to the Indenture
to add, change or eliminate provisions in respect to one or more series of Securities provided,
however, that any such addition, change or elimination shall either (i) not adversely affect the
rights of the Holders of Outstanding Securities of any series in any material respect, or (ii) not
apply to any Outstanding Securities of any series created prior to the execution of such
supplemental indenture where such addition, change or elimination has an adverse effect on the
rights of the Holders of such Outstanding Securities in any material respect;



     WHEREAS, the Company and the Guarantor desire to further amend the Indenture with respect to
all series of Securities hereafter established under the Indenture;



     WHEREAS, the changes contained herein do not adversely affect the rights of the Holders of
Outstanding Securities of any series issued pursuant to the Indenture in any material respect and
therefore do not require the consent of any Holders of Outstanding Securities;



     WHEREAS, all actions necessary to make this Second Supplemental Indenture a legal, valid and
binding obligation of the parties hereto in accordance with its terms and the terms of the
Indenture have been performed; and



     WHEREAS, the Company and the Trustee desire to enter into, execute and deliver this Second
Supplemental Indenture in compliance with the provisions of the Indenture;



     NOW THEREFORE, the Company does hereby covenant and agree to and with the Trustee as follows:



ARTICLE ONE

AMENDMENTS TO INDENTURE




     This Indenture is hereby amended as follows:



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     1.1 Supplemental Indenture. This Second Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed with and as a part
of, the Indenture with respect to Securities of any series established on or after the date of the
Second Supplemental Indenture. Holders of Securities of any series established on or after the
date of the Second Supplemental Indenture shall be bound hereby, and shall be entitled to the
benefits of the Second Supplemental Indenture. Holders of Securities of any series established
prior to the date of the Second Supplemental Indenture shall not be bound hereby, and shall not be
entitled to the benefits of the Second Supplemental Indenture.



     1.2 Amendment of Section 101. Section 101 (“Definitions”) is hereby amended as
follows:




(a) The following definitions are added:




“Attributable Indebtedness”, when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the
present value (discounted at a rate borne by the series of
Securities for which such determination is being made, compounded on
a semiannual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in
any such Sale and Leaseback Transaction.




“Board of Directors” means the board of directors of the Guarantor.




“Capital Stock” means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) in equity of such Person,
whether outstanding on the date of the Second Supplemental Indenture
or issued thereafter, including, without limitation, all common
stock and preferred stock.




“Capitalized Lease” means a lease required to be capitalized for
financial reporting purposes in accordance with GAAP.




“Capitalized Lease Obligations” of any Person means the obligations
of such Person to pay rent or other amounts under a Capitalized
Lease, and the amount of such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.




“Change of Control” means such time as:




(1) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way
of merger or consolidation), in one or a series of
related transactions, of all or substantially all of
the properties or assets of the Guarantor and its
Subsidiaries, taken as a whole, to any “person” (as



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that term is used in Section 13(d)(3) of the
Exchange Act) other than the Guarantor or a
Subsidiary;




(2) a “person” or “group” (within the meaning of
Sections 13(d) and 14(d)(2) of the Exchange Act)
becomes the ultimate “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act) of more than
50% of the total voting power of the Voting Stock of
the Guarantor on a fully diluted basis;




(3) the failure of the Guarantor to own 100% of the
outstanding Capital Stock of the Company, provided
that up to 3% of the outstanding Voting Stock of the
Company may be issued or transferred to employees of
the Guarantor and its Subsidiaries without such
issuance or transfer constituting a Change of
Control;




(4) the adoption of a plan relating to the
liquidation or dissolution of the Company or the
Guarantor;




(5) individuals who on the date of the Second
Supplemental Indenture constitute the Board of
Directors (together with any new directors whose
election by the Board of Directors or whose
nomination by the Board of Directors for election by
stockholders of the Guarantor was approved by a vote
of at least a majority of the members of the Board
of Directors then in office who either were members
of the Board of Directors on the date of the Second
Supplemental Indenture or whose election or
nomination for election was previously so approved)
cease for any reason to constitute a majority of the
members of the Board of Directors then in office; or




(6) the Company or the Guarantor consolidates with,
or merges with or into, any Person, or any Person
consolidates with, or merges with or into the
Company or the Guarantor, in any such event pursuant
to a transaction in which any of the outstanding
Voting Stock of the Company or the Guarantor, as
applicable, or such other Person is converted into
or exchanged for cash, securities or other property,
other than any such transaction



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where (a) the Voting Stock of the Company or the
Guarantor, as applicable, outstanding immediately
prior to such transaction constitutes or is
converted into or exchanged for a majority of the
outstanding shares of Voting Stock of the surviving
Person or any direct or indirect parent company of
the Surviving Person (immediately after giving
effect to such issuance) and (b) immediately after
such transaction, no “person” or “group” (as such
terms are used in Section 13(d) and 14(d) of the
Exchange Act) becomes, directly or indirectly, the
“beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act) of 50% or more of the voting power
of the Voting Stock of the surviving Person.




“Consolidated Cash Flow Available for Fixed Charges” means, with
respect to any Person for any period:




(1) the sum of, without duplication, the amounts for
such period, taken as a single accounting period,
of:




(a) Consolidated Net Income;




(b) Consolidated Non-cash Charges;




(c) Consolidated Interest Expense;




(d) Consolidated Income Tax Expense (other than
income tax expense (either positive or negative)
attributable to extraordinary gains or losses); and




(2) less non-cash items increasing Consolidated Net
Income for such period, other than (a) the accrual
of revenue consistent with past practice, and (b)
reversals of prior accruals or reserves for cash
items previously excluded in the calculation of
Consolidated Non-cash Charges.




In calculating “Consolidated Cash Flow Available for Fixed Charges”
for any period, if any Asset Sale or Asset Acquisition (whether
pursuant to a stock or an asset transaction) shall have occurred
since the first day of any four fiscal quarter period for which the
“Consolidated Cash Flow Available for Fixed Charges” is being
calculated, such calculation shall give pro forma effect to such
Asset Sale or Asset Acquisition.



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For the purposes of calculating “Consolidated Cash Flow Available
for Fixed Charges” “Asset Acquisition” means any acquisition of
property or series of related acquisitions of property that
constitutes all or substantially all of the assets of a business,
unit or division of a Person or constitutes all or substantially all
of the common stock (or equivalent) of a Person; and “Asset Sale”
means any disposition of property or series of related dispositions
of property that involves all or substantially all of the assets of
a business, unit or division of a Person or constitutes all or
substantially all of the common stock (or equivalent) of a
Subsidiary.




“Consolidated Fixed Charges” for any period means the sum, without
duplication, of (a) Consolidated Interest Expense of the Company,
the Guarantor and the Subsidiaries for such period, plus (b) the
product of (a) all dividend payments on any series of Disqualified
Equity Interests of the Company, the Guarantor or any Subsidiary or
any Preferred Stock of any Subsidiary (other than any such
Disqualified Equity Interests or any Preferred Stock held by the
Company, the Guarantor or a Subsidiary or to the extent paid in
Qualified Equity Interests) for such period, multiplied by (b) a
fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state and local
statutory tax rate of the Company, the Guarantor and the
Subsidiaries, expressed as a decimal.




“Consolidated Interest Coverage Ratio” means the ratio of
Consolidated Cash Flow Available for Fixed Charges of the Company,
the Guarantor and the Subsidiaries during the most recent four
consecutive full fiscal quarters for which financial statements are
available (the “Four-Quarter Period”) ending on or prior to the date
of the transaction giving rise to the need to calculate the
Consolidated Interest Coverage Ratio (the “Transaction Date”) to
Consolidated Fixed Charges of the Company, the Guarantor and the
Subsidiaries for the Four-Quarter Period. Notwithstanding anything
to the contrary set forth in the definitions of Consolidated Cash
Flow Available for Fixed Charges and Consolidated Interest Expense
(and all component definitions referenced in such definitions), for
purposes of determining the Consolidated Interest Coverage Ratio,
such definitions (and all component definitions referenced in such
definitions) shall be calculated with respect to the Company, the
Guarantor and all of the Subsidiaries, notwithstanding the use of
the term “Restricted Subsidiaries” in such definitions, and
otherwise in accordance with such definitions.



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For purposes of this definition, Consolidated Cash Flow Available
for Fixed Charges and Consolidated Fixed Charges shall be calculated
after giving effect on a pro forma basis for the period of such
calculation to the incurrence of any Indebtedness or the issuance of
any Preferred Stock of the Company, the Guarantor or any Subsidiary
(and the application of the proceeds thereof) and any repayment of
other Indebtedness or redemption of other Preferred Stock (and the
application of the proceeds therefrom) (other than the incurrence or
repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to any revolving credit
arrangement) occurring during the Four-Quarter Period or at any time
subsequent to the last day of the Four-Quarter Period and on or
prior to the Transaction Date, as if such incurrence, repayment,
issuance or redemption, as the case may be (and the application of
the proceeds thereof), occurred on the first day of the Four-Quarter
Period.




In calculating Consolidated Fixed Charges for purposes of
determining the denominator (but not the numerator) of this
Consolidated Interest Coverage Ratio:




(a) interest on outstanding Indebtedness determined
on a fluctuating basis as of the Transaction Date
and which will continue to be so determined
thereafter shall be deemed to have accrued at a
fixed rate per annum equal to the rate of interest
on such Indebtedness in effect on the Transaction
Date;




(b) if interest on any Indebtedness actually
incurred on the Transaction Date may optionally be
determined at an interest rate based upon a factor
of a prime or similar rate, a eurocurrency interbank
offered rate, or other rates, then the interest rate
in effect on the Transaction Date will be deemed to
have been in effect during the Four-Quarter Period;
and




(c) notwithstanding clause (a) or (b) above,
interest on Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by
agreements relating to Hedging Obligations, shall be
deemed to accrue at the rate per annum resulting
after giving effect to the operation of these
agreements.



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“Consolidated Income Tax Expenses” means, with respect to any Person
for any period the provision for federal, state, local and foreign
income taxes of such Person and its Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with
GAAP.




“Consolidated Interest Expense” means, with respect to any Person
for any period, without duplication, the sum of:




(1) the interest expense of such Person and its
Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance
with GAAP; and




(2) the interest component of capital lease
obligations paid, accrued and/or scheduled to be
paid or accrued by such Person and its Restricted
Subsidiaries during such period determined on a
consolidated basis in accordance with GAAP.




“Consolidated Net Income” means, with respect to any Person, for any
period, the consolidated net income (or loss) of such Person and its
Restricted Subsidiaries for such period as determined in accordance
with GAAP, adjusted, to the extent included in calculating such net
income, by excluding, without duplication:




(1) all extraordinary gains or losses (net of fees
and expenses relating to the transaction giving rise
thereto);




(2) the portion of net income of such Person and its
Restricted Subsidiaries allocable to minority
interests in unconsolidated Persons to the extent
that cash dividends or distributions have not
actually been received by such Person or one of its
Restricted Subsidiaries;




(3) gains or losses in respect of any sales of
capital stock or asset sales outside the ordinary
course of business by such Person or one of its
Restricted Subsidiaries (net of fees and expenses
relating to the transaction giving rise thereto), on
an after-tax basis;




(4) any gain or loss realized as a result of the
cumulative effect of a change in accounting
principles;



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(5) any fees and expenses paid in connection with
the issuance of the Securities or other
indebtedness;




(6) nonrecurring or unusual gains or losses;




(7) the net after-tax effects of adjustments in the
inventory, property and equipment, goodwill and
intangible assets line items in such Person’s
consolidated financial statements pursuant to GAAP
resulting from the application of purchase
accounting or the amortization or write-off of any
amounts thereof;




(8) any fees and expenses incurred during such
period, or any amortization thereof for such period,
in connection with any acquisition, investment,
asset sale, issuance or repayment of indebtedness,
issuance of stock, stock options or other
equity-based awards, refinancing transaction or
amendment or modification of any debt instrument
(including without limitation any such transaction
undertaken but not completed);




(9) any gain or loss recorded in connection with the
designation of a discontinued operation (exclusive
of its operating income or loss);




(10) any non-cash compensation or other non-cash
expenses or charges arising from the grant of or
issuance or repricing of stock, stock options or
other equity-based awards or any amendment,
modification, substitution or change of any such
stock, stock options or other equity-based awards;
and




(11) any non-cash impairment, restructuring or
special charge or asset write-off or write-down, and
the amortization or write-off of intangibles.




“Consolidated Non-cash Charges” means, with respect to any Person
for any period, the aggregate depreciation, amortization (including
amortization of goodwill and other intangibles) and other non-cash
expenses (including stock option expenses and any goodwill
impairment charges) of such Person and its Restricted Subsidiaries
reducing Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period, determined on a



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consolidated basis in accordance with GAAP (excluding any such
charges which require an accrual of or a reserve for cash charges
for any future period).




“Credit Agreement” means the amended and restated five year
revolving credit agreement, dated as of April 20, 2007, as amended,
among the Company and other borrowers party thereto from time to
time the lenders party thereto from time to time, Bank of America,
N.A. as Administrative Agent, and the lenders from time to time
party thereto, together with any agreements, instruments, security
agreements, guaranties and other documents executed or delivered
pursuant to or in connection with such credit agreement, as such
credit agreement or such agreements, instruments, security
agreements, guaranties or other documents may be amended,
supplemented, extended, restated, renewed or otherwise modified from
time to time and any successive refundings, refinancings,
replacements or substitutions thereof or therefor, whether with the
same or different lenders.




“Credit Facilities” means one or more debt facilities (including,
without limitation, the Credit Agreement), commercial paper
facilities or indentures, in each case with banks or other
institutional lenders or a trustee, providing for revolving credit
loans, term loans, receivables financing (including through the sale
of receivables to such lenders or to special purpose entities formed
to borrow from such lenders against such receivables), letters of
credit or issuances of notes, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.




“Default” means (1) any Event of Default or (2) any event, act or
condition that, after notice or the passage of time or both, would
be an Event of Default.




“Disqualified Equity Interests” of any Person means any class of
Equity Interests of such Person that, by its terms, or by the terms
of any related agreement or of any security into which it is
convertible, puttable or exchangeable, is, or upon the happening of
any event or the passage of time would be, required to be redeemed
by such Person, whether or not at the option of the holder thereof,
or matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the
Securities; provided, however, that any class of Equity Interests of
such Person that, by its terms, authorizes such Person to satisfy in
full its obligations with respect to the payment of dividends or
upon maturity, redemption (pursuant to a sinking fund or



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otherwise) or repurchase thereof or otherwise by the delivery of
Equity Interests that are not Disqualified Equity Interests, and
that is not convertible, puttable or exchangeable for Disqualified
Equity Interests or Indebtedness, will not be deemed to be
Disqualified Equity Interests so long as such Person satisfies its
obligations with respect thereto solely by the delivery of Equity
Interests that are not Disqualified Equity Interests; provided,
further, however, that any Equity Interests that would not
constitute Disqualified Equity Interests but for provisions thereof
giving holders thereof (or the holders of any security into or for
which such Equity Interests are convertible, exchangeable or
exercisable) the right to require the Company or the Guarantor to
redeem such Equity Interests upon the occurrence of a change in
control occurring prior to the 91st day after the final maturity
date of the Securities shall not constitute Disqualified Equity
Interests if the change of control applicable to such Equity
Interests are no more favorable to such holders than the provisions
described under Section 1010 of this Indenture and such
Equity Interests specifically provide that the Company will not
redeem any such Equity Interests pursuant to such provisions prior
to the Company’s purchase of the Securities as required pursuant to
Section 1010 of this Indenture.




“Domestic Subsidiary” means any Subsidiary of the Company or the
Guarantor that is organized under the laws of the United States or
any state of the United States or the District of Columbia.




“Equity Interests” of any Person means (1) any and all shares or
other equity interests (including common stock, preferred stock,
limited liability company interests and partnership interests) in
such Person and (2) all rights to purchase, warrants or options
(whether or not currently exercisable), participations or other
equivalents of or interests in (however designated) such shares or
other interests in such Person, but excluding any debt securities
that are convertible into such shares or other interests in such
Person.




“Hedging Obligations” of any Person means the obligations of such
Person under swap, cap, collar, forward purchase or similar
agreements or arrangements dealing with interest rates, currency
exchange rates or commodity prices, either generally or under
specific contingencies.




“Indebtedness” of any Person at any date means, without duplication:




(a) all liabilities, contingent or otherwise, of
such Person for borrowed money (whether or not



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the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof);




(b) all obligations of such Person evidenced by
bonds, debentures, notes or other similar
instruments;




(c) all reimbursement obligations of such Person in
respect of letters of credit, letters of guaranty,
bankers’ acceptances and similar credit
transactions;




(d) all obligations of such Person to pay the
deferred and unpaid purchase price of property or
services, except trade payables and accrued expenses
incurred by such Person in the ordinary course of
business in connection with obtaining goods,
materials or services;




(e) the maximum fixed redemption or repurchase price
of all Disqualified Equity Interests of such Person;




(f) all Capitalized Lease Obligations of such Person;




(g) all Indebtedness of others secured by a Security
Interest on any asset of such Person, whether or not
such Indebtedness is assumed by such Person;




(h) all Indebtedness of others guaranteed by such
Person to the extent of such guarantee; provided
that Indebtedness of the Company, the Guarantor or
the Subsidiaries that is guaranteed by the Company,
the Guarantor or the Subsidiaries shall only be
counted once in the calculation of the amount of
Indebtedness of the Company, the Guarantor and the
Subsidiaries on a consolidated basis;




(i) all Attributable Indebtedness;




(j) to the extent not otherwise included in this
definition, Hedging Obligations of such Person; and




(k) all obligations of such Person under conditional
sale or other title retention agreements relating to
assets purchased by such Person.



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The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as
described above, the maximum liability of such Person for any such
contingent obligations at such date and, in the case of clause (g),
the lesser of (a) the fair market value of any asset subject to a
Security Interest securing the Indebtedness of others on the date
that the Security Interest attaches and (b) the amount of the
Indebtedness secured. For purposes of clause (e), the “maximum fixed
redemption or repurchase price” of any Disqualified Equity Interests
that do not have a fixed redemption or repurchase price shall be
calculated in accordance with the terms of such Disqualified Equity
Interests as if such Disqualified Equity Interests were redeemed or
repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to the
Indenture.




“Issue Date” means March 11, 2009.




“Investment Grade” means (1) BBB— or above, in the case of S&P (or
its equivalent under any successor Rating Categories of S&P) and
Baa3 or above, in the case of Moody’s (or its equivalent under any
successor Rating Categories of Moody’s) or (2) the equivalent in
respect of the Rating Categories of any Rating Agencies.




“Moody’s” means Moody’s Investors Service, Inc.




“Offer to Purchase” means an offer to purchase Securities then
outstanding by the Company from the Holders commenced by mailing a
notice to the Trustee and each Holder stating:




(1) that all Securities validly tendered will be
accepted for payment;




(2) the purchase price and the date of purchase
(which shall be a business day no earlier than 30
days nor later than 60 days from the date such
notice is mailed) (the “Payment Date”);




(3) that any Security not tendered will continue to
accrue interest pursuant to its terms;




(4) that, unless the Company defaults in the payment
of the purchase price, any Security accepted for
payment pursuant to the Offer to Purchase shall
cease to accrue interest on and after the Payment
Date;




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(5) that Holders electing to have a Security
purchased pursuant to the Offer to Purchase will be
required to surrender the Security, together with
the form entitled “Option of Holder to Elect
Purchase” on the reverse side of the Security
completed, to the Paying Agent at the address
specified in the notice prior to the close of
business on the business day immediately preceding
the Payment Date;




(6) that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later
than the close of business on the third business day
immediately preceding the Payment Date, a telegram,
facsimile transmission or letter setting forth the
name of such Holder, the principal amount of
Securities delivered for purchase and a statement
that such Holder is withdrawing his election to have
such Securities purchased; and




(7) that Holders whose Securities are being
purchased only in part will be issued new Securities
equal in principal amount to the unpurchased portion
of the Securities surrendered; provided that each
Security purchased and each new Security issued
shall be in a principal amount of $2,000 or integral
multiples of $1,000 in excess thereof.




On the Payment Date, the Company shall (1) accept for payment
Securities or portions thereof tendered pursuant to an Offer to
Purchase; (2) deposit with the Paying Agent money sufficient to pay
the purchase price of all Securities or portions thereof so
accepted; and (3) deliver, or cause to be delivered, to the Trustee
all Securities or portions thereof so accepted together with an
officers’ certificate specifying the Securities or portions thereof
accepted for payment by the Company. The Paying Agent shall
promptly mail to the Holders of Securities so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail to such Holders a new Security equal in
principal amount to any unpurchased portion of the Security
surrendered; provided that each Security purchased and each new
Security issued shall be in a principal amount of $2,000 or integral
multiples of $1,000 in excess thereof. The Company will publicly
announce the results of an Offer to Purchase as soon as practicable
after the Payment Date. The Trustee shall act as the Paying Agent
for an Offer to Purchase. The Company will comply with Rule 14e-1
under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and



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regulations are applicable, in the event that the Company is
required to repurchase Securities pursuant to an Offer to Purchase.




“Preferred Stock” means, with respect to any Person, any and all
preferred or preference stock or other equity interests (however
designated) of such Person whether now outstanding or issued after
the Issue Date.




“Qualified Equity Interests” of any Person means Equity Interests of
such Person other than Disqualified Equity Interests; provided that
such Equity Interests shall not be deemed Qualified Equity Interests
to the extent sold to a Subsidiary of such Person or financed,
directly or indirectly, using funds (1) borrowed from such Person or
any Subsidiary of such Person until and to the extent such borrowing
is repaid or (2) contributed, extended, guaranteed or advanced by
such Person or any Subsidiary of such Person (including, without
limitation, in respect of any employee stock ownership or benefit
plan). Unless otherwise specified, Qualified Equity Interests refer
to Qualified Equity Interests of the Guarantor.




“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s
or both of them are not making ratings publicly available, a
nationally recognized U.S. rating agency or agencies, as the case
may be, selected by the Company, which will be substituted for S&P
or Moody’s or both, as the case may be.




“Rating Category” means (1) with respect to S&P, any of the
following categories (any of which may include a “+” or “—”): AAA,
AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor
categories), (2) with respect to Moody’s, any of the following
categories (any of which may include a “1”, “2” or “3”): Aaa, Aa, A,
Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories)
and (3) the equivalent of any such categories of S&P or Moody’s used
by another Rating Agency, if applicable.




“Restricted Payment” means any of the following:




(a) the declaration or payment of any dividend or
any other distribution on Equity Interests of the
Guarantor or any payment made to the direct or
indirect holders (in their capacities as such) of
Equity Interests of the Guarantor, including,
without limitation, any payment in connection with
any merger or consolidation involving the Guarantor
but excluding dividends or distributions payable
solely in Qualified Equity Interests of the
Guarantor or



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through accretion or accumulation of such dividends
on such Equity Interests; or




(b) the redemption of any Equity Interests of the
Guarantor, including, without limitation, any
payment in connection with any merger or
consolidation involving the Guarantor.




Notwithstanding the foregoing, (i) no purchase of common stock by
the Guarantor from Merrill Lynch International pursuant to the
Confirmation of OTC Convertible Note Hedge, dated February 12, 2007,
between the Guarantor and Merrill Lynch International, and no cash
payment by the Guarantor to Merrill Lynch International pursuant to
the Confirmation of OTC Warrant Transaction, dated February 12,
2007, between Merrill Lynch International and the Guarantor, will be
deemed a Restricted Payment and (ii) any payment made as a result of
a merger or consolidation will be deemed a Restricted Payment only
to the extent paid from the funds of the Guarantor, the Company or
its Subsidiaries or from newly borrowed funds used to complete such
merger or consolidation that would be deemed Indebtedness of the
Guarantor, the Company or its Subsidiaries.




“S&P” means Standard & Poor’s, a division of The McGraw-Hill
Companies.




“Subordinated Indebtedness” means Indebtedness of the Company or the
Guarantor or any Subsidiary that is expressly subordinated in right
of payment to the Securities or the guarantees of the Securities by
the Guarantor or such Subsidiary, as the case may be.




“Total Debt” means, at any date of determination, the aggregate
amount of all outstanding Indebtedness of the Company, the Guarantor
and the Subsidiaries determined on a consolidated basis in
accordance with GAAP.




“Total Leverage Ratio” means, as of the date of determination, the
ratio of (a) the Total Debt of the Company, the Guarantor and the
Subsidiaries to (b) Consolidated Cash Flow Available for Fixed
Charges of the Company, the Guarantor and the Subsidiaries for the
most recently ended four fiscal quarter period ending immediately
prior to such date for which financial statements are available.
Notwithstanding anything to the contrary set forth in the definition
of Consolidated Cash Flow Available for Fixed Charges (and all
component definitions referenced in such definitions), for purposes
of determining the Total Leverage Ratio, such definition (and all
component definitions referenced in such definition) shall



15









 







be calculated with respect to the Company, the Guarantor and all of
the Subsidiaries, notwithstanding the use of the term “Restricted
Subsidiaries” in such definitions, and otherwise in accordance with
such definitions.




In the event that the Company, the Guarantor or any Subsidiary
incurs, redeems, retires or extinguishes any Total Debt (other than
the incurrence or repayment of Indebtedness in the ordinary course
of business for working capital purposes pursuant to any revolving
credit arrangement) subsequent to the commencement of the period for
which the Total Leverage Ratio is being calculated but prior to or
simultaneously with the event for which the calculation of the Total
Leverage Ratio is made, then the Total Leverage Ratio shall be
calculated giving pro forma effect to such incurrence, redemption,
retirement or extinguishment of Total Debt as if the same had
occurred at the beginning of the applicable four-quarter period.




“Voting Stock” means with respect to any Person, Capital Stock of
any class or kind ordinarily having the power to vote for the
election of directors, managers or other voting members of the
governing body of such Person.



     (b) The definition of “GAAP” is amended and restated to read in its entirety as follows:




“GAAP” means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by
such other entity as may be approved by a significant segment of the
accounting profession in the United States which are in effect on
the date of the Second Supplement Indenture.



     (c) The definitions of “Consolidated Net Tangible Assets,” “Principal Facility” and
“Restricted Subsidiary” are hereby amended to change the phrase “the date of the First Supplemental
Indenture” to “the date of the Second Supplemental Indenture.”



     1.3 Amendment of Section 501. Section 501 (“Events of Default”) is hereby amended:



     (a) to renumber paragraph (8) as paragraph (9),



     (b) to add the parenthetical “(or 120 days in the case of the covenant contained in Section
1007 hereof)” after the words “30 days” in paragraph (4),



     (c) to amend and restate paragraph (5) to read in its entirety as follows:



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if a default by the Company or the Guarantor under one or more
mortgages, indentures, bonds, debentures, notes or instruments under
which there may be issued, secured or evidenced indebtedness for
money borrowed shall happen and shall either (x) constitute a
failure to pay more than $25,000,000 in principal amount of such
indebtedness when due and payable at its stated maturity, or (y)
result in $25,000,000 in principal amount of such indebtedness
becoming or being declared due and payable prior to its stated
maturity, and that acceleration shall not be rescinded or annulled,
or such indebtedness shall not have been discharged before written
notice to the Company and Guarantor is given pursuant to Section
502; or




(d) to add a new paragraph (8) to read in its entirety as follows:




(8) the entry against the Company or the Guarantor of a final
judgment or final judgments for the payment of money in an aggregate
amount in excess of $100,000,000, by a court or courts of competent
jurisdiction, which judgments remain undischarged, unwaived,
unstayed, unbonded or unsatisfied for a period of 60 consecutive
days; or



     1.4 Amendment of Section 1005. Section 1005 (“Restriction on Creation of Secured
Debt”) is hereby amended:




(a) to change the phrase “the date of the First Supplemental
Indenture” to “the date of the Second Supplemental Indenture”,




(b) to amend and restate clause (i) of paragraph (a) to read as
follows:




Any Security Interest on any property acquired, constructed,
developed or improved after the date of the Second Supplemental
Indenture by the Guarantor or a Restricted Subsidiary created prior
to or contemporaneously with, or within 180 days after the
acquisition of property which is a parcel of real property, a
building, machinery or equipment; or



     1.5 Amendment of Sections 1007. Section 1007 (currently reserved) is renamed
“Commission Reports and Reports to Holders” and shall read in its entirety as follows:




Whether or not the Guarantor is then required to file reports with
the Commission, the Guarantor shall file with the Commission all
such reports and other information as it would be required to file
with the Commission by Section 13(a) or 15(d) under the Exchange Act
if it were subject thereto within the time periods specified by the
Commission’s rules and regulations. For as long as any Securities
are outstanding, the Guarantor shall supply the



17









 







Trustee and each Holder who so requests or shall supply to the
Trustee for forwarding to each such Holder, without cost to such
Holder, copies of such reports and other information.



     1.6 Amendment of Sections 1008. Section 1008 (currently reserved) is renamed “Future
Guarantees” and shall read in its entirety as follows:




(A) (x) If the Company, the Guarantor or any Restricted Subsidiary
acquires or creates a Domestic Subsidiary that is a Restricted
Subsidiary with either (i) assets having a book value (determined in
accordance with GAAP on a stand-alone basis and not consolidated
with its subsidiaries and not including any equity interests held by
such Domestic Subsidiary) in excess of 5% of the Guarantor’s
consolidated total assets (determined as of the end of the
Guarantor’s most recently completed fiscal quarter for which
financial statements are prepared) or (ii) Consolidated Cash Flow
Available for Fixed Charges (determined on a stand-alone basis and
not consolidated with its subsidiaries) in excess of 5% of the
Guarantor’s Consolidated Cash Flow Available for Fixed Charges for
the most recently completed last four fiscal quarters for which
financial statements are prepared, or (y) if a Domestic Subsidiary
that is a Restricted Subsidiary (i) has, as of any fiscal year end,
assets having a book value (determined in accordance with GAAP on a
stand-alone basis and not consolidated with its subsidiaries and not
including any equity interests held by such Domestic Subsidiary) in
excess of 5% of the Guarantor’s consolidated total assets as of the
end of such fiscal year or (ii) generates Consolidated Cash Flow
Available for Fixed Charges (determined on a stand-alone basis and
not consolidated with its subsidiaries) for any fiscal year in
excess of 5% of the Guarantor’s annual Consolidated Cash Flow
Available for Fixed Charges for such fiscal year, and (B) whether
before or after the occurrence of any event described in clause
(A)(x) or (y) above, such Domestic Subsidiary either guarantees any
other indebtedness of the Guarantor or the Company or incurs any
indebtedness in an aggregate principal amount in excess of
$50,000,000, such Domestic Subsidiary will, within 30 days of later
of the date on which it was acquired or created and the date on
which it guarantees any such indebtedness or incurs any such
indebtedness (in the case of clause (A)(x)) or within 30 days of the
later of the filing of the Guarantor’s annual audited financial
statements for the applicable fiscal year with the Commission and
the date on which it guarantees any such indebtedness or incurs any
such indebtedness (in the case of clause (A)(y)), jointly and
severally, guarantee the Securities of each series established on or
after the date of the Second Supplemental Indenture by executing and
delivering a supplemental indenture to this Indenture.



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Notwithstanding the foregoing, Anixter Receivables Corporation shall
not be required to guarantee the Securities for as long as its sole
business is the purchase, sale and financing of receivables and
related activities in connection with the Company’s receivables
facility.




Notwithstanding the foregoing, this Section 1008 shall cease to
apply to a series of Securities during any period of time that, and
for so long as, such Securities become rated Investment Grade by
each of the Rating Agencies; provided that if on any subsequent date
such Securities cease to be rated Investment Grade for any reason by
either Rating Agency, then the Company, the Guarantor and the
Restricted Subsidiaries will thereafter again be subject to this
Section 1008. Any guarantees of a series of Securities that are
required by the preceding paragraph or that have been made pursuant
to such preceding paragraph, in each case prior to such series of
Securities becoming rated Investment Grade, shall continue in effect
at all times, regardless of such series of Securities becoming rated
Investment Grade.



     1.7 Amendment of Sections 1010. Section 1010 (currently reserved) is renamed
“Repurchase of Securities upon a Change of Control” and shall read in its entirety as follows:




The Company shall commence, within 30 days of the occurrence of a
Change of Control, and consummate an Offer to Purchase for all
Securities 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.




The Company shall not be required to make an Offer to Purchase upon
a Change of Control if (i) a third party makes the Offer to Purchase
in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture, and purchases all
Securities properly tendered and not withdrawn under the Offer to
Purchase upon a Change of Control, or (ii) a notice of redemption
has been given pursuant to this Indenture as described in Section
1104 to redeem all outstanding Securities otherwise subject to the
Offer to Purchase, unless and until there is a default in payment of
the applicable Redemption Price. An Offer to Purchase upon the
occurrence of a Change of Control may be made by either the Company
or a third party in advance of a Change of Control if a definitive
agreement to effect the Change of Control is in place at the time
such Offer to Purchase is made and the Offer to Purchase is effected
upon the consummation of the Change of Control, and



19









 







such Offer to Purchase may be conditional on the Change of Control.



     1.7 Addition of Section 1012. Section 1012 is named “Limitations on Restricted
Payments” and shall read in its entirety as follows:




The Company and the Guarantor will not, and will not permit any
Subsidiary to, directly or indirectly, make any Restricted Payment
if at the time of such Restricted Payment:




(a) a Default shall have occurred and be continuing
or shall occur as a consequence thereof;




(b) after giving effect to such Restricted
Payment (including, without limitation, the
incurrence of any Indebtedness to finance such
Restricted Payment), the Consolidated Interest
Coverage Ratio would be less than 2:00 to 1:00; or




(c) the amount of such Restricted Payment, when
added to the aggregate amount of all other
Restricted Payments made after the Issue Date (other
than Restricted Payments made pursuant to clauses
(b), (c) or (d) of the next paragraph), exceeds the
sum (the “Restricted Payments Basket”) of (without
duplication):




(i) 50% of consolidated net income of the
Guarantor and all of its Subsidiaries (for the
avoidance of doubt, including Unrestricted
Subsidiaries) determined in accordance with GAAP for
the period (taken as one accounting period)
commencing on the first day of the first full fiscal
quarter commencing after the Issue Date to and
including the last day of the fiscal quarter ended
immediately prior to the date of such calculation
for which consolidated financial statements are
available (or, if such consolidated net income shall
be a deficit, minus 100% of such aggregate deficit),
plus




(ii) 100% of the aggregate net cash proceeds
received by the Guarantor from the issuance and sale
of Qualified Equity Interests of the Guarantor after
the Issue Date, other than (A) any such proceeds
which are used to redeem Securities in accordance
with the terms of such Securities or (B)



20









 







any such proceeds or assets received from a
Subsidiary of the Company, plus




(iii) the aggregate amount by which Indebtedness
(other than any Subordinated Indebtedness) incurred
by the Company or the Guarantor or any Subsidiary
subsequent to the Issue Date is reduced on the
Guarantor’s balance sheet upon the conversion or
exchange (other than by a Subsidiary of the Company)
into Qualified Equity Interests of the Guarantor
(less the amount of any cash, or the fair value of
assets, distributed by the Company, the Guarantor or
any Subsidiary upon such conversion or exchange).



     The foregoing provisions will not prohibit:




(a) the payment by the Guarantor of any dividend
within 60 days after the date of declaration
thereof, if on the date of declaration the payment
would have complied with the provisions of this
Indenture;




(b) the redemption of any Equity Interests of the
Guarantor in exchange for, or out of the proceeds of
the substantially concurrent issuance and sale of,
Qualified Equity Interests;




(c) payments by the Guarantor to redeem Equity
Interests of the Guarantor held by officers,
directors or employees or former officers, directors
or employees (or their transferees, estates or
beneficiaries under their estates) of the Company,
the Guarantor or the Subsidiaries, upon their death,
disability, retirement, severance or termination of
employment or service; provided that the aggregate
cash consideration paid for all such redemptions
shall not exceed (A) $5 million since the Issue Date
plus (B) the amount of any net cash proceeds
received by the Guarantor from the issuance and sale
after the Issue Date of Qualified Equity Interests
of the Guarantor to officers, directors or employees
of the Company, the Guarantor or the Subsidiaries
that have not been applied to the payment of
Restricted Payments pursuant to this clause (c),
plus (C) the net cash proceeds of any “key-man” life
insurance policies that have not been



21









 







applied to the payment of Restricted Payments
pursuant to this clause (c);




(d) repurchases of Equity Interests deemed to
occur upon the exercise of stock options if the
Equity Interests represents a portion of the
exercise price thereof;




(e) Restricted Payments in an amount not to
exceed $125 million since the Issue Date; and




(f) other Restricted Payments if, at the time of
the making of such payments, and after giving effect
thereto (including, without limitation, the
incurrence of any Indebtedness to finance such
payment), the Total Leverage Ratio would not exceed
3.25 to 1.00.




provided that (a) in the case of any Restricted Payment pursuant to
clause (c), (e) or (f) above, no Default shall have occurred and be
continuing or occur as a consequence thereof and (b) no issuance and
sale of Qualified Equity Interests that are used to make a payment
pursuant to clauses (b) or (c)(B) above shall increase the
Restricted Payments Basket.



ARTICLE TWO




MISCELLANEOUS




     2.1 Acceptance by Trustee. The Trustee accepts the amendments to the Indenture
effected by this Second Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture.



     2.2 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Second Supplemental Indenture or the
Securities, and it shall not be responsible for the recitals or any statement of the Company in
this Second Supplemental Indenture.



     2.3 Ratification. Except as hereby expressly amended, the Indenture and the
Securities issued thereunder are in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.



     2.4 Effectiveness. This Second Supplemental Indenture shall become effective as of
the date first above written.



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     2.5 Governing Law. This Second Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York without regard to the conflict of
laws principals thereof (other than Section 5-1401 of the General Obligation Law).



     2.6 Counterpart Originals. This instrument may be executed in any number of
counterparts or with counterpart signatures, each of which as executed shall be deemed to be an
original, but all such counterparts shall constitute one and the same instrument.



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SIGNATURES




     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, all as of the day and year first above written.



	 	 	 	 	 
	 	ANIXTER INC.

 	 
	 	By:  	/s/ Dennis J. Letham
 	 
	 	 	Name:  	Dennis J. Letham 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 
	 	ANIXTER INTERNATIONAL INC.

 	 
	 	By:  	/s/ Dennis J. Letham
 	 
	 	 	Name:  	Dennis J. Letham 	 
	 	 	Title:  	Executive Vice President -Finance and

Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ M. Callahan
 	 
	 	 	Name:  	M. Callahan 	 
	 	 	Title:  	Vice President 	 
	 




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