exv10w1



 




EXHIBIT 10.1



FIRST AMENDMENT




     THIS FIRST AMENDMENT dated as of September 26, 2007 (this “Amendment”) amends the Amended and
Restated Five-Year Revolving Credit Agreement dated as of April 20, 2007, among Anixter Inc.
(“Anixter”), various subsidiaries of Anixter (the
“Borrowing Subsidiaries”), various
financial institutions (the “Lenders”) and Bank of America, N.A., as administrative agent (in such
capacity, the “Administrative Agent”), as Swing Line Lender and as L/C Issuer. Terms defined in the
Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used
herein as defined therein.



     WHEREAS, Anixter, the Borrowing Subsidiaries, the Lenders and the Administrative Agent have
entered into the Credit Agreement; and



     WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more
fully set forth herein;



     NOW, THEREFORE, the parties hereto agree as follows:



     SECTION 1 Amendments. Subject to the satisfaction of the conditions precedent set
forth in Section 5, the Credit Agreement shall be amended as follows. (Text being inserted
in the Credit Agreement is indicated herein by the use of an italic font.)



     (a) Section 1.01 of the Credit Agreement is amended by (i) deleting the definition of
“Increase Effective Date” therefrom and (ii) restating the following definitions to read in their
entirety as follows:



     “Aggregate
British Pound Sterling Commitments” means US$100,000,000, as such amount
may be modified from time to time in accordance with this Agreement. The Aggregate British Pound
Sterling Commitments are part of, and not in addition to, the Aggregate Tranche 1 Commitments. The
aggregate amount of the Aggregate British Pound Sterling Commitments and the Aggregate Canadian
Dollar Commitments shall not exceed US$125,000,000.



     “Aggregate
Canadian Dollar Commitments” means US$25,000,000, as such amount may be
modified from time to time in accordance with this Agreement. The Aggregate Canadian Dollar
Commitments are part of, and not in addition to, the Aggregate Tranche 1 Commitments. The aggregate
amount of the Aggregate British Pound Sterling Commitments and the Aggregate Canadian Dollar
Commitments shall not exceed US$125,000,000.



     “Aggregate
Commitments” means US$450,000,000, as such amount may be reduced or
adjusted from time to time in accordance with this Agreement.



     “Applicable
Margin” means the following percentages per annum, based upon the Debt
Rating:



 









 





Applicable Margin

(Tranche 1 Commitments and Loans)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tranche 1	 	 
	 	 	 	 	 	 	Eurocurrency	 	 
	 	 	Debt Ratings	 	 	 	Rate +/	 	Tranche 1
	Pricing	 	S&P/Moody’s/	 	Tranche 1	 	Letter	 	Base Rate
	Level	 	Fitch	 	Facility fee	 	of Credit fee	 	+
	1
	 	>BBB+/Baa1/BBB+
	 	0.080%
	 	0.295%
	 	zero
	2
	 	BBB/Baa2/BBB
	 	0.100%
	 	0.400%
	 	zero
	3
	 	BBB-/Baa3/BBB-
	 	0.125%
	 	0.500%
	 	zero
	4
	 	BB+/Ba1/BB+
	 	0.150%
	 	0.600%
	 	zero
	5
	 	BB/Ba2/BB
	 	0.175%
	 	0.700%
	 	zero
	6
	 	<BB-/Ba3/BB-
	 	0.200%
	 	0.800%
	 	zero






Applicable Margin

(Tranche 2 Commitments and Loans)




	 	 	 	 	 	 	 	 	 
	 	 	Debt Ratings	 	 	 	Tranche 2	 	Tranche 2
	Pricing	 	S&P/Moody’s/	 	Tranche 2	 	Eurocurrency	 	Base Rate
	Level	 	Fitch	 	Facility fee	 	Rate +	 	+
	1
	 	>BBB+/Baa1/BBB+
	 	0.080%
	 	0.295%
	 	zero
	2
	 	BBB/Baa2/BBB
	 	0.100%
	 	0.400%
	 	zero
	3
	 	BBB-/Baa3/BBB-
	 	0.125%
	 	0.500%
	 	zero
	4
	 	BB+/Ba1/BB+
	 	0.175%
	 	0.825%
	 	zero
	5
	 	BB/Ba2/BB
	 	0.200%
	 	1.050%
	 	zero
	6
	 	<BB-/Ba3/BB-
	 	0.250%
	 	1.250%
	 	0.250%





“Debt
Rating” means, as of any date of determination, the rating as determined by either S&P,
Moody’s or Fitch (provided that Anixter shall have at least two such ratings and at least one of
such ratings shall be from S&P or Moody’s) (collectively, the “Debt Ratings”) of Anixter’s
non-credit-enhanced, senior unsecured long-term debt; 
provided that if the existing Debt
Ratings are not the same level, then (i) if there are two Debt Ratings, the higher of such Debt
Ratings shall apply (with Pricing Level 1 being the highest and Pricing Level 6 being the lowest),
unless there is more than one Pricing Level between the higher Debt Rating and the lower Debt
Rating, in which case, the Pricing Level that is one Pricing Level below the Pricing Level
corresponding to the higher Debt Rating shall apply, and (ii) if there are three Debt Ratings not
at the same level, the higher of such Debt Ratings shall apply, unless there is more than one
Pricing Level between the highest Debt Rating and the lowest Debt Rating, in which case, (x) if two
Debt Ratings are at the same Pricing Level and the third Debt Rating is at a lower Pricing Level,
the higher Pricing Level shall apply, and (y) for all other split Debt Ratings, the Pricing Level
that is one Pricing Level below the Pricing Level corresponding to the highest Debt Rating shall
apply. If there are no Debt Ratings Pricing Level 6 shall apply.




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     Initially, the Applicable Margin shall be determined based upon the Debt Rating specified in
the certificate delivered pursuant to Section 4.01(a)(viii). Thereafter, each change in the
Applicable Margin resulting from a publicly announced change in the Debt Rating shall be effective,
in the case of an upgrade, during the period commencing on the date of delivery by Anixter to the
Administrative Agent of notice thereof pursuant to Section 6.01(i) and ending on the date
immediately preceding the effective date of the next such change and, in the case of a downgrade,
during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.



     “Class” means the character of certain Loans as Committed Loans, Tranche 1 Loans, Tranche 2
Loans, Swing Line Loans, British Pound Sterling Loans or Canadian Dollar Loans.



     “Commitment” means, as to each Lender, its Tranche 1 Commitment and/or its Tranche 2
Commitment.



     “Committed
Borrowing”  means a borrowing consisting of simultaneous Tranche 1 Loans
or Tranche 2 Loans, as the case may be, of the same Type and, if applicable, having the same
Interest Period made by each of the Tranche 1 Lenders or the Tranche 2 Lenders, as the case may be,
pursuant to Section 2.01.



     “Committed Loan” means a Tranche 1 Loan or a Tranche 2 Loan.



     “L/C Advance” means, with respect to each Tranche 1 Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Tranche 1 Pro Rata Share.



     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Committed
Borrowing of Tranche 1 Loans.



     “Letter of Credit Sublimit” means an amount equal to US$20,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate Tranche 1 Commitments.



     “Swing Line Sublimit” means an amount equal to US$15,000,000. The Swing Line
Sublimit is part of, and not in addition to, the Aggregate Tranche 1 Commitments.



     “Voting Percentage” means, as to any Lender, (a) at any time when the Commitments are
in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the
Commitments, the percentage (carried out to the ninth decimal place) which (i) the sum of (A) the
Outstanding Amount of such Lender’s Committed Loans, plus (B) such Lender’s Tranche 1 Pro
Rata Share (if any) of the Outstanding Amount of Swing Line Loans, British Pound Sterling Loans,
Canadian Dollar Loans, Canadian Banker’s Acceptances and L/C Obligations, then constitutes of (ii)
the Total Outstandings; provided, however, that if any Lender has failed to fund any
portion of the Committed Loans, or participations in Swing Line Loans, British Pound Sterling
Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances or L/C Obligations required to be
funded by it hereunder, such Lender’s Voting Percentage shall be deemed to be —0-, and the
respective Pro Rata Shares, Tranche 1 Pro Rata Shares, Tranche 2 Pro Rata Shares and Voting
Percentages of the other Lenders shall be recomputed for purposes



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of this definition and the definition of “Required Lenders” without regard to such Lender’s
Commitment(s) or the outstanding amount of its Committed Loans, as the case may be.




     (b) Section 1.01 of the Credit Agreement is further amended by adding thereto the
following definitions in their respective alphabetical positions:



     “Aggregate Tranche 1 Commitments” means US$350,000,000, as such amount may be reduced
or adjusted from time to time in accordance with this Agreement.



     “Aggregate Tranche 2 Commitments” means US$100,000,000, as such amount may be reduced
or adjusted from time to time in accordance with this Agreement.



     “First Amendment” means the First Amendment dated as of September 26, 2007 to this Agreement.



     “First
Amendment Effective Date”  means the effective date of the First Amendment.



     “Tranche 1 Commitment” means, as to each Tranche 1 Lender, its obligation to (a) make
Tranche 1 Loans to the Borrowers pursuant to Section 2.01 (a), (b) purchase participations
in L/C Obligations, (c) purchase participations in Swing Line Loans, (d) purchase participations in
British Pound Sterling Loans and (e) purchase participations in Canadian Dollar Loans and Canadian
Banker’s Acceptances, and in an aggregate principal Dollar Equivalent amount at any one time
outstanding not to exceed the US Dollar amount of such Tranche 1 Commitment set forth opposite such
Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be modified from time to time in
accordance with this Agreement.



     “Tranche 1 Lender” means a Lender with a Tranche 1 Commitment.



     “Tranche
1 Loan” means a Committed Loan made by a Tranche 1 Lender under its Tranche 1
Commitment



     “Tranche 1 Outstandings” means at any time the aggregate outstanding principal amount
(or Dollar Equivalent principal amount, as applicable) of all Tranche 1 Loans, Swing Line Loans,
British Pound Sterling Loans, Canadian Dollar Loans and all L/C Obligations and the Dollar
Equivalent amount of the unpaid portion of the face amount of all Canadian Banker’s Acceptances.



     “Tranche 1 Pro Rata Share” means, as to any Tranche 1 Lender, the percentage (carried
out to the ninth decimal place) that such Tranche 1 Lender’s Tranche 1 Commitment comprises of the
aggregate Tranche 1 Commitments, as such share may be adjusted as contemplated herein.



     “Tranche 2 Commitment” means, as to each Tranche 2 Lender, its obligation to make
Tranche 2 Loans to the Borrowers pursuant to Section 2.01 (b), and in an aggregate
principal Dollar Equivalent amount at any one time outstanding not to exceed the US Dollar amount
of such Tranche 2 Commitment set forth opposite such Lender’s name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as



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applicable, as such amount may be modified from time to time in accordance with this
Agreement.




     “Tranche 2 Lender” means a Lender with a Tranche 2 Commitment.



     “Tranche 2 Loan” means a Committed Loan made by a Tranche 2 Lender under its Tranche 2
Commitment



     “Tranche 2 Outstandings” means at any time the aggregate outstanding principal
amount (or Dollar Equivalent principal amount, as applicable) of all Tranche 2 Loans.



     “Tranche 2 Pro Rata Share” means, as to any Tranche 2 Lender, the percentage (carried
out to the ninth decimal place) that such Tranche 2 Lender’s Tranche 2 Commitment comprises of the
aggregate Tranche 2 Commitments, as such share may be adjusted as contemplated herein.



     (c) Section 2.01 of the Credit Agreement is amended to read in its entirety as
follows:



     2.01 Committed Loans.



     (a) Subject to the terms and conditions set forth herein, each Tranche 1
Lender severally agrees to make loans (each such loan, a “Tranche 1 Loan”) in
Available Currencies to the Borrowers from time to time on any Business Day during the
period from the Closing Date to the Maturity Date, in an aggregate amount not to exceed
at any time outstanding the amount of such Lender’s Tranche 1 Commitment;
provided, however, that after giving effect to any Committed Borrowing of Tranche 1 Loans,
(i) the Total Outstandings shall not exceed the Aggregate
Commitments, (ii) the Tranche 1 
Outstandings shall not exceed the Aggregate Tranche 1 Commitments, and (iii) the
aggregate Outstanding Amount of the Tranche 1 Loans of any Lender, plus such
Lender’s Tranche 1 Pro Rata Share of the Outstanding Amount of all Swing Line Loans, British
Pound Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances and L/C
Obligations, shall not exceed such Lender’s Tranche 1 Commitment. Within the limits of
each Tranche 1 Lender’s Tranche 1 Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.01 (a), prepay
under Section 2.07, and reborrow under this Section 2.01 (a). Tranche 1 Loans
may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.



     (b) Subject to the terms and conditions set forth herein, each Tranche 2
Lender severally agrees to make loans (each such loan, a “Tranche 2 Loan”) in
Available Currencies to the Borrowers from time to time on any Business Day during the
period from the First Amendment Effective Date to the Maturity Date, in an aggregate
amount not to exceed at any time outstanding the amount of such Lender’s Tranche 2
Commitment; provided, however, that after giving effect to any Committed
Borrowing of Tranche 2 Loans, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, (ii) the Tranche 2 Outstandings shall not exceed the Aggregate Tranche 2
Commitments, and (iii) the aggregate Outstanding Amount of the Tranche 2 Loans of any
Lender shall not exceed such Lender’s Tranche 2 Commitment. Any Borrower that is a



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Borrowing Subsidiary on the First Amendment Effective Date may borrow Tranche 2 Loans only
after such Borrowing Subsidiary has delivered to the Administrative Agent with respect to the
First Amendment an opinion or opinions of such Borrowing Subsidiary’s counsel and evidence of
the due authorization and execution of the First Amendment by such Borrowing Subsidiary and
the enforceability of this Agreement as amended by the First Amendment with respect to such
Borrowing Subsidiary, in each case satisfactory in form and substance to the Administrative
Agent. Within the limits of each Tranche 2 Lender’s Tranche 2 Commitment, and subject to the
other terms and conditions hereof, the Borrowers may borrow under
this  Section
2.0l(b), prepay under Section 2.07, and reborrow under this Section 2.01
(b). Tranche 2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further
provided herein.




     (d) Section 2.02(b) of the Credit Agreement is amended to read in its entirety as
follows:



     (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of its Tranche 1 Pro Rata Share or Tranche 2 Pro Rata Share, as the case may be,
of the applicable Committed Loans, and if no timely notice of a conversion or continuation is
provided by a Borrower the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a
Committed Borrowing, each applicable Lender shall make the amount of its Committed Loan available
to the Administrative Agent in immediately available funds in the applicable currency at the
Administrative Agent’s Office not later than 1:00p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section
4.01), the Administrative Agent shall make all funds so received available to the applicable
Borrower in like funds as received by the Administrative Agent either by (i) crediting the account
of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to the Administrative
Agent by such Borrower.



     (e) Sections 2.03, 2.04, 2.05 and 2.06 of the Credit Agreement are amended so that each
reference therein to a Lender, its Commitment, its Committed Loans and its Pro Rata Share
shall be references to a Tranche 1 Lender, its Tranche 1 Commitment, its Tranche 1 Loans and its

Tranche 1 Pro Rata Share, respectively.



     (f) Section 2.06(c)(i) of the Credit Agreement is further amended so that the sixth
sentence thereof reads in its entirety as follows: In such event, Anixter shall be deemed to
have requested a Committed Borrowing of Tranche 1 Loans that are Base Rate Loans to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans,
but subject to the amount of the unutilized portion of the aggregate Tranche 1 Commitments and
the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan
Notice).



     (g) Section 2.07(a) of the Credit Agreement is amended to read in its entirety as follows:



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     (a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to
time voluntarily prepay Tranche 1 Loans and/or Tranche 2 Loans in
whole or in part without premium
or penalty; provided that (i) such notice must be received by the Administrative Agent not
later than 11:00 a.m., (A) three Business Days prior to any date of prepayment of Eurocurrency Rate
Committed Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any
prepayment of Eurocurrency Rate Committed Loans shall be in a Dollar Equivalent principal amount of
US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof; and (iii) any prepayment of
Base Rate Committed Loans shall be in a principal amount of US$1,000,000 or a whole multiple of
US$500,000 in excess thereof. Each such notice shall specify the date and amount of such
prepayment, whether Tranche 1 Loans and/or Tranche 2 Loans, and the Type(s) of Committed Loans to
be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such
notice, and of such Lender’s share of such prepayment. If such notice is given by the Borrowers,
the Borrowers shall make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Committed Loan
shall be accompanied by all accrued interest thereon, together with any additional amounts required
pursuant to  Section 3.05.  Each such prepayment of Tranche 1 Loans shall be applied to the
Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Tranche 1 Pro Rata
Shares. Each such prepayment of Tranche 2 Loans shall be applied to the Tranche 2 Loans of the
Tranche 2 Lenders in accordance with their respective Tranche 2 Pro Rata Shares.



     (h) Section 2.08 of the Credit Agreement is amended to read in its entirety as
follows:



     2.08 Reduction or Termination of Commitments. Anixter may, upon notice to the Administrative
Agent, terminate the Aggregate Tranche 1 Commitments and/or the Aggregate Tranche 2 Commitments, or
permanently reduce the Aggregate Tranche 1 Commitments to an amount not less than the then Tranche
1 Outstandings, or permanently reduce the Aggregate Tranche 2 Commitments to an amount not less
than the then Tranche 2 Outstandings; provided that (i) any such notice shall be received
by the Administrative Agent not later than 11:00 a.m., five Business Days prior to the date of
termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of
US$1,000,000 or any whole multiple of US$500,000 in excess thereof. The Administrative Agent shall
promptly notify the Lenders of any such notice of reduction or termination of the Aggregate Tranche
1 Commitments and/or the Aggregate Tranche 2 Commitments. Once reduced in accordance with this
Section, the Commitments may not be increased. Any reduction of the Aggregate Tranche 1 Commitments
shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Tranche 1
Pro Rata Share. Any reduction of the Aggregate Tranche 2 Commitments shall be applied to the
Tranche 2 Commitment of each Tranche 2 Lender according to its Tranche 2 Pro Rata Share. All
related facility fees accrued until the effective date of any termination of the Aggregate Tranche
1 Commitments or the Aggregate Tranche 2 Commitments shall be paid on the effective date of such
termination.



     (i) Section 2.1 l(a) of the Credit Agreement is amended to read in its entirety as
follows:



     (a) Facility
Fees. Anixter shall pay to the Administrative Agent for the account of
each Tranche 1 Lender in accordance with its Tranche 1 Pro Rata Share, a facility fee equal to the



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Applicable
Margin times the actual daily amount of the Aggregate Tranche 1 Commitments,
regardless of usage. The facility fee in respect of the Tranche 1 Commitments shall accrue at all
times from the Closing Date until the Maturity Date and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date. Anixter shall pay to the
Administrative Agent for the account of each Tranche 2 Lender in accordance with its Tranche 2 Pro
Rata Share, a facility fee equal to the Applicable Margin
times the actual daily amount of
the Aggregate Tranche 2 Commitments, regardless of usage. The facility fee in respect of the
Tranche 2 Commitments shall accrue at all times from the First Amendment Effective Date until the
Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to occur after the First
Amendment Effective Date, and on the Maturity Date. The facility fees shall be calculated quarterly
in arrears, and if there is any change in the Applicable Margin during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Margin separately for each period
during such quarter that such Applicable Margin was in effect. The facility fees shall accrue at
all times, including at any time during which one or more of the
conditions in Article IV
is not met.




     (j) The Credit Agreement is further amended by deleting the text of Section 2.18 of the
Credit Agreement and replacing it with “[Reserved]”.



     (k) The last sentence of Section 2.20(f) of the Credit Agreement is amended to read in
its entirety as follows: In addition, on the Scheduled Maturity Date of each Non-Extending Lender,
the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional
amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding
Tranche 1 Loans and Tranche 2 Loans ratable with any revised Tranche 1 Pro Rata Shares and/or
Tranche 2 Pro Rata Shares, as the case may be, of the respective Lenders effective as of such date.



     (l) The Credit Agreement is further amended so that Schedule 2.01 thereto and Exhibit
A-l thereto read in their entirety in the respective forms attached to this Amendment.



     SECTION 2 [RESERVED]



     SECTION
3 Reaffirmation of Guaranty. By its signature hereto each Guarantor ratifies
and confirms the provisions of the Guaranty with respect to all Tranche 2 Loans made by any Lender
to the Borrowers.



     SECTION
4 Warranties. Each Borrower represents and warrants to the Administrative
Agent and the Lenders that, after giving effect to the effectiveness of this Amendment, (a) each
warranty set forth in Article V of the Credit Agreement is true and correct in all material
respects, except to the extent that such warranty specifically refers to an earlier date, and (b)
no Default or Event of Default exists.



     SECTION
5 Effectiveness of Amendment. The amendments set forth in
Section 1 above shall become effective when the Administrative Agent shall have received all of
the following (provided that the following are received on or before September 28, 2007): (i)



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counterparts of this Amendment executed by Anixter, the Borrowing Subsidiaries, the Guarantors, the
Required Lenders and the Administrative Agent; (ii) all documents as shall reasonably demonstrate
the corporate power and authority of the Loan Parties organized under the laws of a U.S. state to
enter into, and the validity with respect to such Loan Parties of, this Amendment and the other
Loan Documents and any other matters relevant hereto (including opinions of counsel), all in form
and substance satisfactory to the Administrative Agent; and (iii) any governmental and third party
approvals necessary or advisable in connection with the execution, delivery and performance of this
Amendment by the Loan Parties.




     SECTION 6 Miscellaneous.



     6.1 Continuing Effectiveness, etc. As herein amended, the Credit Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all respects. After
the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan
Documents to “Credit Agreement” or similar terms shall refer to the Credit Agreement as amended hereby.



     6.2 Counterparts. This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts, and each such counterpart shall be deemed
to be an original but all such counterparts shall together constitute one and the same Amendment.



     6.3 Governing Law. This Amendment shall be a contract made under and governed
by the laws of the State of Illinois.



     6.4 Successors and Assigns. This Amendment shall be binding upon Anixter, the
Borrowing Subsidiaries, the Guarantors, the Lenders and the Administrative Agent and their
respective successors and assigns, and shall inure to the benefit of Anixter, the Borrowing
Subsidiaries, the Lenders and the Administrative Agent and the respective successors and
assigns of the Lenders and the Administrative Agent.



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     Delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	ANIXTER INC., as Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker
 

	 	  
	 	 	Name: Rod Shoemaker
	 	 	Title: V.P.-Treasurer
	 
	 	 	 	 	 	 
	 	 	ANIXTER INTERNATIONAL BVBA, as a Borrowing

Subsidiary
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rod Shoemaker
	 	 	Title: V.P.-Treasurer
	 
	 	 	 	 	 	 
	 	 	ANIXTER INTERNATIONAL LTD., as a Borrowing
Subsidiary
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rod Shoemaker
	 	 	Title: Attorney
	 
	 	 	 	 	 	 
	 	 	ANIXTER CANADA INC., as a Borrowing Subsidiary
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rod Shoemaker

	 	 	Title: Authorized Signatory
	 
	 	 	 	 	 	 
	 	 	ANIXTER EURINVEST B.V., as a Borrowing Subsidiary
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rod Shoemaker

	 	 	Title: Attorney-in-fact






First Amendment




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	 	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	ANIXTER INTERNATIONAL INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker
 

	 	 
	 	 	Name: Rod Shoemaker
	 	 	Title: V.P.-Treasurer
	 
	 	 	 	 	 	 
	 	 	ANIXTER-REAL ESTATE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker	 	 
	 

	 	 
	 	 	 	 
	 	 	Name: Rod Shoemaker
	 	 	Title: V.P.-Treasurer
	 
	 	 	 	 	 	 
	 	 	ANIXTER INFORMATION SYSTEMS CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker	 	 
	 

	 	 
	 	 	 	 
	 	 	Name: Rod Shoemaker
	 	 	Title: V.P.-Treasurer
	 
	 	 	 	 	 	 
	 	 	ANIXTER FINANCIAL INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rod Shoemaker
	 	 	Title: V.P.-Treasurer
	 
	 	 	 	 	 	 
	 	 	ANIXTER PROCUREMENT CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod Shoemaker	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rod Shoemaker
	 	 	Title: V.P.-Treasurer






First Amendment




S-2




 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as
	 	 	Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas R. Durham
 

	 	 
	 	 	Name: Thomas R. Durham
	 	 	Title: Sr. Vice President
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, Swing
	 	 	Line Lender and L/C Issuer
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas R. Durham	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Thomas R. Durham
	 	 	Title: Sr. Vice President






First Amendment



S-3



 









 








	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as Co-
	 	 	Documentation Agent and Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chris Osborn
 

	 	 
	 	 	Name: Chris Osborn
	 	 	Title: Managing Director






First Amendment




S-4







 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Co-
	 	 	Documentation Agent and Lender
	 

	 

	 	By:
	 	/s/ Suzanne Ergastolo
 

	 	 
	 	 	Name: Suzanne Ergastolo
	 	 	Title: Vice President






First Amendment




S-5





 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK NATIONAL
	 	 	ASSOCIATION, as Co-Documentation Agent and a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Jeffrey Seaton
 

	 	 
	 	 	Name: C. Jeffrey Seaton
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Jeffrey Seaton	 	 
	 

	 	 	 	 	 	 
	 	 	Name: C. Jeffrey Seaton
	 	 	Title: Managing Director






First Amendment




S-6





 











 





	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

 as Syndication Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Charles W. Reed
 

Charles W. Reed
	 	 
	 

	 	Title:
	 	 Vice President	 	 






First Amendment





S-7









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK, as a
Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chris Hermann
 

	 	 
	 

	 	Name:
	 	Chris Hermann	 	 
	 

	 	Title:
	 	 Officer	 	 






First Amendment





S-8









 








	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as a
Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William Humphries
 

	 	 
	 

	 	Name:
	 	William Humphries	 	 
	 

	 	Title:
	 	 Managing Director	 	 






First Amendment




S-9









 








	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, as a


Lender

	 	 
	 

	 	By:
	 	/s/ Frank J. Jancar
 

	 	 
	 

	 	Name:
	 	FRANK J. JANCAR	 	 
	 

	 	Title:
	 	 VICE PRESIDENT	 	 






First Amendment





S-11









 








	 	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY, as a

Lender

	 	 
	 

	 	By:

Name:
	 	/s/ Jeffrey P. Sullivan
 

Jeffrey P. Sullivan
	 	 
	 

	 	Title:
	 	 Vice President	 	 






First Amendment





S-12









 








	 	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND PLC, as a

Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Grover Fitch
 

	 	 
	 

	 	Name:
	 	Grover Fitch	 	 
	 

	 	Title:
	 	 Managing Director	 	 






First Amendment





S-13









 








	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry P. Litwin
 

	 	 
	 

	 	Name:
	 	Barry P. Litwin	 	 
	 

	 	Title:
	 	 Senior Vice President	 	 
	 
	 

	 	
	 	First Amendment







S-14









 








SCHEDULE 2.01




COMMITMENTS AND PRO RATA SHARES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tranche 1 Pro	 	 	 	 	 	Tranche 2 Pro	 	 	 	 
	 	 	Tranche 1	 	Rata	 	Tranche 2	 	Rata	 	Aggregate	 	 
	Lender	 	Commitment	 	Share	 	Commitment	 	Share	 	Commitment	 	Pro Rata Share
	 
	Bank of America, N.A.
	 	US$	45,000,000	 	 	12.9%	 	US$	14,000,000	 	 	14.0%	 	US$	59,000,000	 	 	 	13.111111111	%
	The Bank of Nova Scotia
	 	US$	37,000,000	 	 	10.6%	 	US$	12,000,000	 	 	12.0%	 	US$	49,000,000	 	 	 	10.888888889	%
	JPMorgan Chase Bank, N.A.
	 	US$	37,000,000	 	 	10.6%	 	US$	12,000,000	 	 	12.0%	 	US$	49,000,000	 	 	 	10.888888889	%
	Wachovia Bank National
	 	 	 	 	 		 			 	 		 			 	 	 		
	Association
	 	US$	37,000,000	 	 	10.6%	 	US$	12,000,000	 	 	12.0%	 	US$	49,000,000	 	 	 	10.888888889	%
	Wells Fargo Bank, National
	 	 	 	 	 		 			 	 		 			 	 	 		
	Association
	 	US$	37,000,000	 	 	10.6%	 	US$	12,000,000	 	 	12.0%	 	US$	49,000,000	 	 	 	10.888888889	%
	National City Bank
	 	US$	26,000,000	 	 	7.4%	 	US$	4,000,000	 	 	4.0%	 	US$	30,000,000	 	 	 	6.666666667	%
	SunTrust Bank
	 	US$	26,000,000	 	 	7.4%	 	US$	7,000,000	 	 	7.0%	 	US$	33,000,000	 	 	 	7.333333333	%
	Banca Nazionale del Lavoro SpA
	 	US$	21,000,000	 	 	6.0%	 	zero	 	zero	 	US$	21,000,000	 	 	 	4.666666667	%
	KeyBank National Association
	 	US$	21,000,000	 	 	6.0%	 	US$	7,000,000	 	 	7.0%	 	US$	28,000,000	 	 	 	6.222222222	%
	The Northern Trust Company
	 	US$	21,000,000	 	 	6.0%	 	US$	6,000,000	 	 	6.0%	 	US$	27,000,000	 	 	 	6.000000000	%
	The Royal Bank of Scotland PLC
	 	US$	21,000,000	 	 	6.0%	 	US$	7,000,000	 	 	7.0%	 	US$	28,000,000	 	 	 	6.222222222	%
	U.S. Bank, National Association
	 	US$	21,000,000	 	 	6.0%	 	US$	7,000,000	 	 	7.0%	 	US$	28,000,000	 	 	 	6.222222222	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	US$	350,000,000.00	 	 	100.000000000%	 	US$	100,000,000.00	 	 	100.000000000%	 	US$	450,000,000.00	 	 	 	100.000000000	%







 









 








EXHIBIT A-l




FORM OF COMMITTED LOAN NOTICE




Date:
                    ,                     



To: Bank of America, N.A., as Administrative Agent



Ladies and Gentlemen:




     Reference is made to that certain Amended and Restated Five-Year Revolving Credit Agreement,
dated as of April 20, 2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among Anixter Inc., certain of its Subsidiaries, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.



     The undersigned hereby requests (select one):


o A Borrowing of Tranche 1 Loans



o A conversion or continuation of Tranche 1 Loans



o A Borrowing of Tranche 2 Loans



o A conversion or continuation of Tranche 2 Loans




     1. On
                    
(a Business Day).



     2. In the amount of [US$                    ]. [Euro                    ]



     3. Comprised
of                     . [Type of Committed Loan requested]



     4. For
Eurocurrency Rate Loans: with an Interest Period of                      months.



     [The Committed Borrowing requested herein complies with the proviso to the first sentence of
Section 2.01(a) of the Agreement (in the case of Tranche 1 Loans) or the proviso to the
first sentence of Section 2.01(b) of the Agreement (in the case of Tranche 2 Loans).]



	 	 	 	 	 	 	 
	 	 	[BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 






A-1-1