SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2000 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-5989
ANIXTER INTERNATIONAL INC.
 (Exact name of Registrant as specified in its charter)

         Delaware                                   94-1658138
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)	

4711 Golf Road
Skokie, Illinois 60076
(847) 677-2600
(Address and telephone number of principal executive offices in its charter)
Securities registered pursuant to Section 12 (b) of the Act:

                                         Name of each exchange
   Title of each class                    on which registered

Common stock, $1 par value               New York Stock Exchange
Convertible notes due 2020               New York Stock Exchange	

Securities registered pursuant to Section 12 (g) of the Act: None.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No _
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes x No _
The aggregate market value of the shares of Registrant's Common Stock, $1 par value, held by nonaffiliates of Registrant was approximately $843,287,518 as of March 1, 2001.
At March 1, 2001, 37,231,237 shares of Registrant's Common Stock, $1 par value, were outstanding.
Documents incorporated by reference:
Certain portions of the Registrant's Proxy Statement for the 2001 Annual Meeting of Stockholders of Anixter International Inc. are incorporated by reference into Part III. This document consists of 40 pages. Exhibit List begins on page 33.
TABLE OF CONTENTS
PART I

Item 1.           Business of the Company.......................................................................1
Item 2.           Properties....................................................................................3
Item 3.           Legal Proceedings.............................................................................3
Item 4.           Submission of Matters to a Vote of Security Holders...........................................3

                                     PART II

Item 5.           Market for the Registrant's Common Equity and Related Stockholder Matters.....................4
Item 6.           Selected Financial Data.......................................................................4
Item 7.           Management's Discussion and Analysis of Financial Condition and Results of Operations.........5
Item 7A.          Quantitative and Qualitative Disclosures about Market Risk...................................10
Item 8.           Consolidated Financial Statements and Supplementary Data.....................................10
Item 9.           Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.........30

                                    PART III

Item 10.          Directors and Executive Officers of the Registrant...........................................31
Item 11.          Executive Compensation.......................................................................32
Item 12.          Security Ownership of Certain Beneficial Owners and Management...............................32
Item 13.          Certain Relationships and Related Transactions...............................................32

                                     PART IV

Item 14.          Exhibits, Financial Statement Schedules and Reports on Form 8-K..............................32	

44
PART I
ITEM 1. Business of the Company.
(a) General Development of Business
Anixter International Inc. (the "Company"), formerly known as Itel Corporation, which was incorporated in Delaware in 1967, is engaged in the distribution of communications and specialty wire and cable products through Anixter Inc. and its subsidiaries (collectively "Anixter").
In the fourth quarter of 1998, the Company decided to exit its Integration segment and accordingly, the Integration segment is reflected as a discontinued operation in these financial statements. The European Integration business was sold in the fourth quarter of 1998. In 1999, the Company completed the disposal of the Integration segment with North America Integration being sold in the first quarter of 1999 followed by the sale of Asia Pacific Integration in the fourth quarter of 1999.
In 1998, the Company sold its remaining 19% interest in ANTEC Corporation and its subsidiaries (collectively "ANTEC"), a broadband communications technology company. As of January 2, 1998, the Company owned approximately 19% of ANTEC, which was reduced from 31% in February 1997, by the issuance of additional stock by ANTEC in connection with a merger.
In June 1998, the Company purchased 100% of the outstanding common stock of Pacer Electronics, Inc., a distributor of wire and cable products along with value added services to original equipment manufacturers in the electronic industry.
In August 1997, the Company purchased approximately 93% of the outstanding common stock of Accu-Tech Corporation, a networking and wiring systems specialist distributing products for data, voice, video and electrical applications.
(b) Financial Information about Industry Segments
For certain financial information concerning the Registrant's business segments, see Note 12 "Business Segments" of the Notes to the Consolidated Financial Statements of this report.
(c) Narrative Description of Business
In the fourth quarter of 1998, the Company decided to exit its Integration segment and accordingly, the Integration segment is reflected as a discontinued operation in these financial statements. All narrative descriptions and year to year comparisons have been restated to exclude Integration.
Anixter is a leading global distributor of communication products used in building enterprise and service provider (companies that offer telecommunications services, including internet service providers, cable companies and wireless communications providers) data, voice and video networks. In addition, Anixter is a leading distributor of specialty wire and cable products to original equipment manufacturers and to industrial companies for maintenance and repair operations ("MRO"). Anixter stocks and/or sells a full line of these products from a network of 94 locations in the United States, 18 in Canada, 14 in the United Kingdom, 27 in Continental Europe, 16 in Latin America, 4 in Australia, and 14 in Asia.
Anixter sells approximately 87,000 products to 85,000 active customers and works with over 1,600 active suppliers. Its customers include international, national, regional and local companies that are end users of these products and engage in manufacturing, telecommunications, internet service, finance, education, health care, transportation, utilities and government. Also, Anixter sells products to resellers such as contractors, installers, system integrators, value added resellers, architects, engineers and wholesale distributors. The average order size is approximately $1,900.
The products distributed by Anixter include communication (voice, data and video) products used to connect personal computers, peripheral equipment, mainframe equipment and various networks to each other. The products include an assortment of transmission media (copper and fiber optic cable) connectivity products and support and supply products. In the enterprise network communications market, Anixter sells products that are incorporated in local area networks ("LANs"), the internetworking of LANs to form wide area networks and enterprise networks. In the service provider market, Anixter provides the installation-related materials that support central
switching offices, web hosting sites and remote transmission sites. Anixter's products also include electrical wiring system products used for the transmission of electrical energy and control/monitoring of industrial processes.
Anixter also provides contractual supply chain management of installation and repair-related materials for customers who install and/or maintain communication equipment ("Integrated Supply"). Such contracts are generally for time periods in excess of one year and include interfacing of Anixter and customer information systems, the procurement, warehousing and delivery of goods by Anixter, and in certain cases, the maintenance of dedicated warehouse facilities.
An important element of Anixter's overall business strategy is to develop and maintain close relationships with its key suppliers, which include the world's leading manufacturers of communications cabling, connectivity, support and supply products and electrical wiring systems products. Such relationships stress joint product planning, inventory management, technical support, advertising and marketing. In support of this strategy, Anixter does not compete with its suppliers in product design or manufacturing activities. Approximately 45% of Anixter's dollar volume purchases in 2000 were from its five largest suppliers.
Anixter enhances its value proposition to both key suppliers and customers through its industry leading specifications and testing lab in suburban Chicago. In this Underwriter Laboratories-certified lab, Anixter works with key suppliers to develop product specifications and to test compliance. The company uses the same lab to design and test various product configurations for customers to optimize their network performance.
Anixter cost-effectively serves its customers' needs through its proprietary computer system, which connects substantially all of its warehouses and sales offices throughout the world. The system is designed for sales support, order entry, inventory status, order tracking, credit review and material management. In addition, Anixter operates a series of large modern hub warehouses in key distribution centers in North America, Europe, Asia and Latin America which provide for cost-effective and reliable storage and delivery of products to its customers. The hub warehouses store the bulk of Anixter's inventory. Some smaller warehouses are also maintained to maximize transportation efficiency and to provide for the local pick-up needs of customers in certain cities.
Anixter has also developed close relationships with certain freight, package delivery and courier services to minimize transit times between its facilities and customer locations. The combination of its information systems, distribution network and delivery partnerships allows Anixter to provide a high level of customer service while maintaining a reasonable level of investment in inventory and facilities.
The Company competes with distributors and manufacturers who sell products directly or through existing distribution channels to end users or other resellers. In addition, future performance could be subject to economic downturns, possible rapid changes in applicable technologies or regulatory changes, which may substantially change the cost and/or accessibility of public network bandwidth. To guard against inventory obsolescence, the Company has negotiated various return and price protection agreements with its key suppliers. Although relationships with its suppliers are good, the loss of a major supplier could have a temporary adverse effect on the Company's business, but would not have a lasting impact since comparable products are available from alternate sources.
Investment in ANTEC
ANTEC is a communications technology company, specializing in the design and engineering of hybrid fiber/coax broadband networks and the manufacturing, materials management and distribution of products for these networks.
During the first half of 1998, the Company sold its remaining 7.1 million shares of ANTEC stock, resulting in net after-tax proceeds of approximately $100 million. On February 6, 1997, a wholly owned subsidiary of ANTEC was merged into TSX Corporation. Under the terms of the transaction, TSX Corporation shareholders received one share of ANTEC Corporation stock for each share of TSX Corporation stock that they owned. The transaction was accounted for as a pooling of interests. Upon consummation of this transaction the Company's ownership interest in ANTEC was reduced to approximately 19% which resulted in the cessation of equity method accounting for this investment after February 6, 1997.
Miscellaneous
At December 29, 2000, the Company and its subsidiaries employed approximately 5,900 people. Backlog orders are not material as a significant amount of orders are shipped within 24 to 48 hours of receipt.
(d) Financial Information about Foreign and Domestic Operations and Export Sales
For information concerning foreign and domestic operations and export sales, see Note 9 "Income Taxes" and Note 12 "Business Segments" of this report.
ITEM 2. Properties.
Substantially all of the Company's facilities are leased.
ITEM 3. Legal Proceedings.
In the ordinary course of business, the Company and its subsidiaries became involved as plaintiffs or defendants in various legal proceedings. The claims and counterclaims in such litigation, including those for punitive damages, individually in certain cases and in the aggregate, involve amounts which may be material. However, it is the opinion of the Company's management, based upon the advice of its counsel, that the ultimate disposition of pending litigation will not be material.
ITEM 4. Submission of Matters to a Vote of Security Holders.
During the fourth quarter of 2000, no matters were submitted to a vote of the security holders.
 
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
Anixter International Inc.'s Common Stock is traded on the New York Stock Exchange under the symbol AXE. Stock price information is set forth in Note 14 ("Selected Quarterly Financial Data (Unaudited)") of this report. As of March 1, 2001, the Registrant had 4,081 shareholders of record.
ITEM 6. Selected Financial Data.
(In millions, except per share amounts)

                                                                                   Fiscal Year

Results of operations:                                           2000       1999       1998       1997       1996
                                                               --------   --------   --------   --------   --------
  Net sales (a)                                                $3,514.4   $2,712.0   $2,390.1   $2,126.4   $1,847.4

  Operating income                                                189.8      112.8       87.0       91.1       62.2

  Interest expense and other, net (b)                             (55.2)     (34.6)     (34.8)     (28.5)     (24.0)

  Gain on ANTEC investment                                           --         --       24.3        2.2        4.1

  Income from continuing operations (c)                            78.7       69.7       44.7       37.4       22.6

  Income from discontinued operations                                --       54.5       20.9        7.9       13.5

  Net income                                                       78.7      124.2       65.6       45.3       36.1

  Basic income per share:
      Continuing operations                                       $2.15      $1.86      $1.00      $0.79      $0.46

      Net income                                                   2.15       3.31       1.46       0.95       0.73

  Diluted income per share:
      Continuing operations                                       $2.03      $1.83      $0.99      $0.78      $0.45

      Net income                                                   2.03       3.26       1.45       0.95       0.72

Financial position at year-end:
  Total assets                                                 $1,686.0  $ 1,434.7   $1,335.1  $ 1,333.6   $1,182.5

  Total debt                                                   $  451.9  $   468.0   $  543.6  $   468.8   $  468.4

  Stockholders' equity (d)                                     $  554.9  $   456.4   $  411.5  $   477.0   $  435.5

  Diluted book value per share                                 $  13.57  $   11.99   $   9.09  $    9.98   $   8.72

  Diluted shares (in thousands)                                  40,889     38,078     45,263     47,775     49,949

  Year end outstanding shares (in thousands)                     37,655     35,924     41,878     47,297     48,007	

Notes:
(a) Prior period sales amounts have been restated due to a current accounting pronouncement requiring customer charges for shipping and handling costs to be classified as sales. This change in accounting increased sales and operating expenses by $60.0 million, $42.0 million, $41.6 million, $35.5 million and $30.9 million in 2000, 1999, 1998, 1997 and 1996, respectively.
(b) In the fourth quarter of 2000, the Company incurred an $8.8 million charge relating to the discount on the initial sale of accounts receivable to an unconsolidated wholly-owned special purpose corporation in connection with an accounts receivable securitization program.
(c) In the third quarter of 1999, the Company recorded a $24.3 million tax benefit in continuing operations for the reversal of previously established tax reserves determined to be no longer necessary.
(d) Stockholders' equity reflects treasury stock purchases of $15.4 million, $91.9 million, $101.8 million, $14.2 million and $52.1 million in 2000, 1999, 1998, 1997 and 1996, respectively. In addition, stockholders' equity includes unrealized after-tax gains on marketable equity securities available-for-sale of $19.8 million at January 2, 1998.
 
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following Management's Discussion and Analysis of Financial Condition and Results of Operations may contain various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by the use of forward-looking terminology such as "believes", "expects", "prospects", "estimated", "should", "may" or the negative thereof or other variations thereon or comparable terminology indicating the Company's expectations or beliefs concerning future events. The Company cautions that such statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, a number of which are identified in this report. Other factors could also cause actual results to differ materially from expected results included in these statements. These factors include general economic conditions, technology changes, changes in supplier or customer relationships, exchange rate fluctuations and new or changed competitors.
In the fourth quarter of 1998, the Company decided to exit its Integration segment and accordingly, the Integration segment is reflected as a discontinued operation in these financial statements. The information contained in this financial review should be read in conjunction with the consolidated financial information on pages 12 to 30 of this Report.
Financial Liquidity and Capital Resources
Asset Sales and Other Dispositions
ANTEC Investment: During the first half of 1998, the Company sold its remaining 7.1 million shares of ANTEC stock, resulting in net after tax proceeds of approximately $100 million. As of January 2, 1998, the Company's interest in ANTEC was approximately 19%. On February 6, 1997, a wholly owned subsidiary of ANTEC was merged into TSX Corporation. Under the terms of the transaction, TSX Corporation shareholders received one share of ANTEC Corporation stock for each share of TSX Corporation stock that they owned. The transaction was accounted for as a pooling of interests. Upon consummation of this transaction the Company's ownership interest in ANTEC was reduced to approximately 19% which resulted in the cessation of equity method accounting for this investment after February 6, 1997.
Discontinued Operations and Assets held for Sale: In the fourth quarter of 1998, the Company decided to exit its Integration segment and accordingly, the Integration segment is reflected as a discontinued operation in these financial statements. The European Integration business was sold in the fourth quarter of 1998. In 1999, the Company completed the disposal of the Integration segment. The North America Integration business was sold in the first quarter of 1999 and the Asia Pacific Integration business was sold in the fourth quarter of 1999. Total proceeds received from the sale of the Integration business were $238.3 million, resulting in an after-tax gain of $50.6 million. (Loss)/Income from discontinued operations was $(2.5) million and $7.7 million in 1999 and 1998, respectively. See Note 3 "Discontinued Operations" in the Notes to the Consolidated Financial Statements for further information.
The Company sold certain other assets for $25.1 million and $43.0 million, resulting in an after-tax (loss)/gain of $(2.0) million and $13.2 million in 1999 and 1998, respectively.
Financings
On June 28, 2000, the Company issued $792 million 7% zero-coupon convertible notes due 2020. The net proceeds from the issue were $193 million and were initially used to repay working capital borrowings under the floating rate bank line of credit. The Company expects to reborrow such amounts under the line of credit from time to time for general corporate purposes. The discount associated with the issuance is being amortized through June 28, 2020, using the effective interest rate method. Issuance costs were $6.6 million and are being amortized through June 28, 2020, using the straight line method.
On October 6, 2000, the Company entered into two new financing arrangements to support further business growth. The new agreements consist of a $500 million, senior unsecured, revolving credit agreement, and a $275 million accounts receivable securitization program. The new revolving credit line includes a $390 million, five-year agreement, plus a $110 million, 364-day agreement. These facilities replaced the existing $550 million revolving credit agreement set to mature in 2001.
The new accounts receivable securitization program is conducted through Anixter Receivables Corporation ("ARC") which is a wholly-owned unconsolidated subsidiary of the Company. The program includes a majority of the accounts receivable
originating in the United States and consists of a series of 364-day facilities. Initially, $257.0 million of the accounts receivable were sold and removed from the balance sheet. Net proceeds of $236.3 million were used to reduce outstanding debt. A non-operating charge of $8.8 million, primarily relating to the discount on the initial sale of accounts receivable to ARC, was recorded at inception of the program in the fourth quarter. The company expects to substantially recover the charge during the course of the program. In addition, the Company incurred $3.8 million in other costs associated with the Company's equity interest in ARC. These costs primary relate to the finance charges incurred by ARC to fund the purchases of the accounts receivable from Anixter.
In September 1996, Anixter filed a shelf registration statement with the Securities and Exchange Commission to offer from time to time up to $200 million aggregate principal amount of unsecured notes. On September 17, 1996, Anixter issued $100 million of these notes due September 2003. The notes, which bear interest at 8%, contain various restrictions with respect to secured borrowings and are unconditionally guaranteed by the Company.
At December 29, 2000, $377.1 million was available under the bank revolving lines of credit at Anixter Inc., of which $46.9 million was available to pay the Company for intercompany liabilities.
The Company authorized the repurchase of up to 1.5 million shares in 2000, with the volume and timing to depend on market conditions. As of December 29, 2000, the Company repurchased 768,776 shares at an average cost of $19.97. Purchases were made on the open market or through other transactions and were financed through available cash from the sale of the Integration business and other non-core assets. On February 23, 2001, the Company authorized the repurchase of up to 1.0 million additional shares, on the open market, with the volume and timing to depend on market conditions.
Cash Flow
Year ended December 29, 2000: Consolidated net cash provided by continuing operating activities was $56.3 million in 2000 compared to $3.8 million in 1999. Cash provided by continuing operating activities increased primarily due to net proceeds of $236.3 million received in connection with the receivable securitization program, partially offset by higher working capital requirements. Consolidated net cash used by investing activities was $26.3 million in 2000 versus $15.9 million in 1999. In the first quarter of 2000, the Company purchased a small communication products distribution company in Australia for $6.7 million. In the third quarter of 2000, the Company sold the net assets of a wholly-owned U.S. subsidiary of its communication products distribution business for $4.6 million in cash and notes receivable. In the fourth quarter of 1999, the Company acquired a small specialty wire and cable company in Europe for $2.6 million. Capital expenditures were $22.6 million in 2000 compared to $13.8 million in 1999. The increase primarily relates to the expansion of our distribution centers. Capital expenditures are expected to be approximately $25 to $30 million in 2001. Consolidated net cash used by financing activities was $13.2 million in 2000 in comparison to $160.3 million used in 1999. In 1999, the Company had treasury stock purchases of $91.9 million as compared to $15.4 million in 2000. In addition, in 2000 the Company received $44.6 million relating to the exercise of 2.2 million stock options compared to $10.5 million received in 1999. Net repayment of long-term borrowings was $21.5 and $73.0 million in 2000 and 1999, respectively. In 1999, proceeds from the sale of the Integration business was used to pay down long-term debt. Cash used for discontinued operations was $13.5 million in 2000 compared to $169.4 million provided in 1999. In 1999, proceeds of $238.3 million were received from the sale of the Integration business.
Year ended December 31, 1999: Consolidated net cash provided by continuing operating activities was $3.8 million in 1999 compared to $44.0 million used in 1998. Cash provided by continuing operating activities increased primarily as a result of an increase in operating income and timing of inventory payments. Consolidated net cash used by investing activities was $15.9 million in 1999 versus $39.4 million provided in 1998. The decline in proceeds from investing activities resulted from the sale of the Company's remaining investment in ANTEC for $104.3 million in 1998. This was partially offset in 1998 by the acquisition of Pacer Electronics, Inc. for $38.1 million. In the fourth quarter of 1999, the Company acquired a small specialty wire and cable company in Europe for $2.6 million. Capital expenditures were $13.8 million and $26.4 million in 1999 and 1998, respectively. Consolidated net cash used by financing activities was $160.3 million for 1999 in comparison to $30.0 million in 1998. The change primarily resulted from a net paydown of long term debt of $73.0 million in 1999 versus net proceeds from the issuance of long-term debt of $73.3 million in 1998. Proceeds of $238.3 million received from the sale of the Integration business were used to pay down long term debt and purchase treasury stock.
Interest Expense: Interest expense from continuing operations was $43.3 million, $34.9 million and $31.7 million for 2000, 1999 and 1998, respectively. The increase in the interest expense for 2000 was a result of both higher interest rates and debt levels to fund higher levels of working capital. The Company has entered into interest rate agreements which effectively fix or cap, for a period of time, the interest rate on a portion of its floating-rate obligations. As a result, the interest rate on approximately 91% of debt obligations
at December 29, 2000, is fixed or capped. The impact of interest rate swaps and caps for 2000 was a decrease to interest expense of $.7 million and an increase to interest expense of $1.3 million and $.5 million in 1999 and 1998, respectively.
Income Taxes
Various foreign subsidiaries of the Company had aggregate cumulative NOL carryforwards for foreign income tax purposes of approximately $168.6 million at December 29, 2000, which are subject to various tax provisions of each respective country. Approximately $59.8 million of this amount expires between 2001 and 2010 and $108.8 million of the amount has an indefinite life. Of the $168.6 million NOL carryforwards of foreign subsidiaries, $89.8 million relates to losses that have already provided a tax benefit in the U.S. due to rules permitting flow-through of such losses in certain circumstances. Without such losses included, the cumulative NOL carryforwards at December 29, 2000 are approximately $78.8 million, which are subject to various provisions of each respective country. Approximately $45.9 million of this amount expires between 2001 and 2010 and $32.9 million of the amount has an indefinite life. The deferred tax asset, and valuation allowance, relating to foreign NOL carryforwards have been adjusted to reflect only the carryforwards in which the Company has not taken a tax benefit in the U.S.
During the third quarter of 1998, the Internal Revenue Service completed its examination for the years 1993 to 1995, which included an examination of net operating losses and credit carryforwards dating back to 1979. As a result of the lapsing, during the third quarter of 1999, of all relevant statutes of limitations on assessment relating to that 17-year period of time, the Company recorded a $24.3 million tax benefit in continuing operations in 1999 for the reversal of previously established tax reserves determined to be no longer necessary.
Liquidity Considerations and Other
Certain debt agreements entered into by the Company's operating subsidiaries contain various restrictions including restrictions on payments to the Company. Such restrictions have not had nor are expected to have an adverse impact on the Company's ability to meet its cash obligations.
Results of Operations
The Company has experienced increased sales due to the continued growth of its global communications and North American electrical wire and cable businesses. The Company competes with distributors and manufacturers who sell products directly or through existing distribution channels to end users or other resellers. The Company's future performance could be affected by economic downturns, possible rapid changes in applicable technologies or regulatory changes that substantially change the cost and/or availability of public networking bandwidth.
Year ended December 29, 2000: Income from continuing operations was $78.7 million in 2000 compared with $69.7 million in 1999. The comparative results were favorably impacted by a 30% growth in sales and lower operating expenses as a percentage of sales. 2000 includes an initial after-tax charge of $5.3 million for the receivables securitization program which the Company expects to substantially recover during the course of the program. 1999 results were favorably impacted by a $24.3 million one-time tax benefit.
Net sales grew by 30% to $3.5 billion. The North American sales from continuing operations experienced 34% growth to $2.7 billion from $2.0 billion in 1999. The improvement was the result of continued rapid growth in sales to the service provider market, strong growth in sales to the core enterprise network communications and electrical wire and cable market and a 30% increase in sales to the integrated supply market. In Europe, sales increased 12% reflecting strong growth in our core enterprise network communication products, combined with a growing amount of sales to the service provider market. Excluding the effect of changes in exchange rates, sales improved 22%. Asia Pacific and Latin America net sales were up 33% to $188.0 million in 2000 from $141.7 million in 1999. The increase is a result of improved economic conditions along with a stronger market share position.
Net sales by major market are presented in the following table:

                                                      Years ended
                                          December 29,            December 31,
(In millions)                                  2000                   1999
                                        -----------------       ---------------

North America                               $2,739.3               $2,047.3
Europe                                         587.1                  523.0
Asia Pacific and Latin America                 188.0                  141.7
                                            --------               --------
                                            $3,514.4               $2,712.0
                                            ========               ========	

In 2000, operating income increased to $189.8 million from $112.8 million in 1999. Operating margins improved to 5.4% in 2000 from 4.2% in 1999. The improvement primarily relates to further leveraging of the expense structure which more than offset a decline in gross margins resulting from the mix in sales associated with the rapid growth of sales to the service provider and integrated supply markets. Operating expenses as a percent of sales decreased from 21% in 1999 to 18% in 2000. The lower gross margins in the service provider and integrated supply markets corresponds with the higher operating productivity that is inherent in the nature of those businesses, including the effects of some very large volume, low gross profit fulfillment orders to service provider customers. 1999 expenses include $3.0 million for headcount reductions and the write-down of inventory to net realizable value for the Latin American operations.
In North America, operating margins increased to 6.0% in 2000 from 5.2% in 1999. The improvement primarily relates to a reduction, as a percentage of sales, in retained overhead costs associated with the North American Integration business, the absence of costs associated with the Year 2000 compliance efforts incurred in 1999 and further leveraging of the expense structure resulting from the significant increase in sales. Europe operating income increased 19%, reflecting the increase in sales, as operating margins remained flat. Excluding the effect of changes in exchange rates, Europe operating income increased 27%. Asia Pacific and Latin America recorded income of $1.0 million compared to a loss of $14.0 million in 1999. This resulted from the 33% improvement in sales and a reduced cost structure following the expense reduction efforts made over the last 2 years.
Operating income (loss) by major market is presented in the following table:

                                                      Years ended
                                         -----------------     -----------------
                                            December 29,          December 31,
                                                2000                  1999
                                         -----------------     -----------------
(In millions)

North America                                $164.2                $106.2
Europe                                         24.6                  20.6
Asia Pacific and Latin America                  1.0                 (14.0)
                                             ------                ------
                                             $189.8                $112.8
                                             ======                ======	

Consolidated interest expense and other increased to $55.2 million in 2000 from $34.6 million in 1999. Interest expense increased $8.4 million to $43.3 million due to higher interest rates and higher levels of working capital. Other expense of $11.9 million in 2000 primarily represents costs associated with the receivable securitization program, of which $8.8 million relates to the initial discounting fee.
The consolidated tax provision on continuing operations increased to $55.9 million in 2000 from $8.5 million in 1999 due to higher pre-tax earnings. 1999 includes a $24.3 million one-time tax benefit recorded to reverse previously established tax liabilities. The 2000 effective tax rate of 41.6% is based on pre-tax book income adjusted primarily for amortization of nondeductible goodwill and losses of foreign operations which are not currently deductible.
Year ended December 31, 1999: Income from continuing operations was $69.7 million in 1999 compared with $44.7 million in 1998. The comparative results were favorably impacted by a 13% growth in sales and lower operating expenses as a percentage of sales. 1999 includes a $24.3 million one-time tax benefit recorded to reverse previously established tax liabilities. 1998 results were favorably impacted by a $24.3 million gain realized on the sale of the Company's investment in ANTEC. In 1999, the Company
repurchased 6.5 million of its outstanding shares for $91.9 million. Excluding the repurchases, diluted income per share from continuing operations would have been $1.63 as compared to $1.83 reported.
Net sales grew by 13% to $2.7 billion. The North American sales from continuing operations experienced 19% growth to $2.0 billion from $1.7 billion in 1998. Improvement was a result of strong growth in the core enterprise network communications and electrical wire and cable product sets along with over $100 million of new volume from the service provider sector and a 72% increase in integrated supply. Improvement in electrical wire and cable resulted from both volume increases and higher copper prices. In Europe, sales of $523.0 million were flat compared to 1998. Excluding the effect of changes in exchange rates, sales improved 3%. Europe was negatively impacted by soft networking product sales and a stronger dollar. Asia Pacific and Latin America net sales were down 4% to $141.7 million in 1999 from $147.6 million in 1998. The decline is a result of soft economic conditions along with weaker local currencies for the first three quarters of 1999. Asia Pacific and Latin America ended the year with sales up 12% in the fourth quarter over 1998.
Net sales by major market are presented in the following table:

                                                           Years ended
                                              ----------------     -------------
                                                 December 31,         January 1,
(In millions)                                        1999                1999
                                              ----------------     -------------

North America                                        $2,047.3           $1,719.2
Europe                                                  523.0              523.3
Asia Pacific and Latin America                          141.7              147.6
                                                     --------           --------
                                                     $2,712.0           $2,390.1
                                                     ========           ========	

In 1999, operating income increased to $112.8 million from $87.0 million in 1998. Gross margin declined to 24.7% in 1999 from 25.8% in 1998. The very strong sales growth of the service provider and integrated supply markets, both of which have lower gross margins, have reduced the overall gross margin rate. Operating expenses as a percent of sales decreased from 22% in 1998 to 21% in 1999. The lower gross margins in the service provider and integrated supply markets corresponds with the higher operating productivity that is inherent in the nature of those businesses. 1999 expenses include $3.0 million for headcount reductions and the write-down of inventory to net realizable value for the Latin American operations. In 1998, the Company incurred $3.2 million of expenses for the consolidation and relocation of certain distribution and office facilities in Europe, while Asia Pacific incurred $1.0 million in costs primarily relating to headcount reductions.
In North America, operating margins declined to 5.2% in 1999 from 5.5% in 1998. The slight decline resulted primarily from higher spending on Year 2000 compliance efforts and retained overhead costs associated with the North American Integration business. Europe operating margins improved from 2.5% in 1998 to 3.9% in 1999. Excluding the $3.2 million consolidation and relocation costs noted above, 1998 operating margin was 3.1%. The improvement resulted from realizing the benefits of the 1998 restructuring and continued aggressive expense management in light of the weak sales growth. As noted above, excluding the 1999 $3.0 million of costs for Latin America and the 1998 $1.0 million of costs for Asia Pacific, the operating loss for Asia and Latin America was reduced by 44%. The improvement primarily resulted from Asia Pacific, where the Company realized the benefits from the 1998 restructuring and expense reduction efforts.
Operating income (loss) by major market is presented in the following table:

                                                        Years ended
                                             ----------------   ----------------
                                               December 31,         January 1,
(In millions)                                     1999                 1999
                                             ----------------   ----------------

North America                                     $106.2              $94.7
Europe                                              20.6               12.9
Asia Pacific and Latin America                     (14.0)             (20.6)
                                                  ------             ------
                                                  $112.8              $87.0
                                                  ======            =======	

Consolidated interest expense increased to $34.9 million in 1999 from $31.7 million in 1998. The increase resulted from higher working capital requirements. Other expense declined from $3.1 million expense in 1998 to $.3 million income in 1999. The expense in 1998 primarily relates to the third quarter devaluation of the Mexican peso.
Excluding the $24.3 million tax benefit previously discussed in "Financial Liquidity and Capital Resources", the 1999 effective income tax rate on continuing operations was 42.0% as compared with 41.6% in 1998. The effective tax rate exceeds the combined federal and state rate of approximately 40% primarily as a result of non-tax-deductible goodwill amortization and start-up losses in some foreign countries where there is no current year benefit.
Impact of Inflation: Inflation is currently not an important determinant of Anixter's results of operations due, in part, to rapid inventory turnover.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.
The Company is exposed to the impact of interest rate changes and fluctuations in foreign currencies, as well as changes in the market value of its financial instruments. The Company periodically enters into derivatives in order to minimize these risks, but not for trading purposes. See Note 1, "Interest Rate Agreements and Foreign currency forward contracts," and Note 7, "Debt," of the consolidated financial statements for further detail on interest agreements and debt obligations outstanding.
The Company has entered into interest rate agreements which effectively fix or cap the LIBOR component of the interest rate on a portion of its floating rate obligations. As a result, the interest rate on approximately 91% and 65% of debt obligations at December 29, 2000 and December 31, 1999, respectively, is fixed or capped.
The Company prepared sensitivity analyses of its derivatives and other financial instruments assuming a 1 percentage point adverse change in interest rates and a 10 percent adverse change in the foreign currency contracts outstanding. Holding all other variables constant, the hypothetical adverse changes would increase interest expense by $3.4 million and $2.8 million and foreign exchange losses by $3.1 million and $2.5 million in 2000 and 1999, respectively. In 2000 and 1999, the effect of the interest change on the fair market value of the outstanding fixed rate debt was insignificant. These analyses did not consider the effects of the reduced level of economic activity that could exist in such an environment and certain other factors. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate its exposure to possible changes. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analyses assume no changes in the Company's financial structure.
ITEM 8. Consolidated Financial Statements and Supplementary Data.

                                                                            Page
Report of Independent Auditors                                                11
Consolidated Statements of Operations                                         12
Consolidated Balance Sheets                                                   13
Consolidated Statements of Cash Flows                                         14
Consolidated Statements of Stockholders' Equity                               15
Notes to the Consolidated Financial Statements                                16
Selected Quarterly Financial Data (Unaudited)                                 30	

REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Anixter International Inc.
We have audited the accompanying consolidated balance sheets of Anixter International Inc. as of December 29, 2000, and December 31, 1999, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 29, 2000. Our audits also included the financial statement schedules listed in the Index at Item 14(a). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Anixter International Inc. at December 29, 2000, and December 31, 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 29, 2000, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
Chicago, Illinois
February 1, 2001
 
ANIXTER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 (In millions, except per share amounts)

                                                                            Years ended
                                                 ---------------------------------------------------------------------
                                                     December 29,             December 31,             January 1,
                                                         2000                     1999                    1999
                                                 --------------------     -------------------     --------------------
Net sales                                                  $ 3,514.4               $ 2,712.0                $ 2,390.1
Cost of operations:
    Cost of goods sold                                       2,692.5                 2,042.7                  1,772.9
    Operating expenses                                         623.7                   549.1                    523.1
    Amortization of goodwill                                     8.4                     7.4                      7.1
                                                 --------------------     -------------------     --------------------
                 Total costs and expenses                    3,324.6                 2,599.2                  2,303.1
                                                 --------------------     -------------------     --------------------
Operating income                                               189.8                   112.8                     87.0
Other (expenses) income:
    Interest expense                                           (43.3)                  (34.9)                   (31.7)
    Gain on ANTEC investment                                       -                       -                     24.3
    Other                                                      (11.9)                    0.3                     (3.1)
                                                 --------------------     -------------------     --------------------
Income before income taxes                                     134.6                    78.2                     76.5
Income tax expense                                              55.9                     8.5                     31.8
                                                 --------------------     -------------------     --------------------
Income from continuing operations                               78.7                    69.7                     44.7
Discontinued operations:
    (Loss) income from discontinued
        operations, net of tax                                     -                    (2.5)                     7.7
    Gain on disposal of discontinued
        operations, net of tax                                     -                    57.0                     13.2
                                                 --------------------     -------------------     --------------------
Net income                                                    $ 78.7                 $ 124.2                   $ 65.6
                                                 ====================     ===================     ====================
Basic income per share:
    Continuing operations                                     $ 2.15                  $ 1.86                   $ 1.00
    Discontinued operations                                        -                    1.45                     0.46
                                                 --------------------     -------------------     --------------------
    Net income                                                $ 2.15                  $ 3.31                   $ 1.46
                                                 ====================     ===================     ====================
Diluted income per share:
    Continuing operations                                     $ 2.03                  $ 1.83                   $ 0.99
    Discontinued operations                                        -                    1.43                     0.46
                                                 --------------------     -------------------     --------------------
    Net income                                                $ 2.03                  $ 3.26                   $ 1.45
                                                 ====================     ===================     ====================	

See accompanying notes to the consolidated financial statements.
 
ANIXTER INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
 (In millions, except share amounts)

                                                                            December 29,         December 31,
                                                                                2000                 1999
                                                                       ------------------- -------------------
                                     ASSETS
Current Assets
   Cash                                                                          $    20.8           $    17.5
   Accounts receivable (less allowances of
       $14.8 in 2000 and $10.3 in 1999)                                              293.3               537.5
   Note receivable - unconsolidated subsidiary                                       126.1                   -
   Inventories                                                                       738.4               536.4
   Inventories returnable to vendor, net                                             120.0                   -
   Deferred income taxes                                                              25.5                18.2
   Other assets                                                                       10.3                11.5
                                                                        ------------------- -------------------

          Total current assets                                                     1,334.4             1,121.1
Property and equipment, at cost                                                      167.1               158.6
Accumulated depreciation                                                            (110.6)             (105.5)
                                                                        ------------------- -------------------
          Net property and equipment                                                  56.5                53.1
Goodwill (less accumulated amortization of
      $86.8 in 2000 and $78.4 in 1999)                                               239.3               229.1
Other assets                                                                          55.8                31.4
                                                                        ------------------- -------------------
                                                                                 $ 1,686.0           $ 1,434.7
                                                                        =================== ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                              $   499.1           $   340.4
   Accrued expenses                                                                  139.6               131.2
   Income taxes payable                                                                8.1                 6.0
                                                                        ------------------- -------------------
          Total current liabilities                                                  646.8               477.6
Other liabilities                                                                     32.4                32.7
Long-term debt                                                                       451.9               468.0
                                                                        ------------------- -------------------
          Total liabilities                                                        1,131.1               978.3
Stockholders' Equity
   Common stock - - $1.00 par value,  100,000,000 shares authorized,
        37,654,885 and 35,924,240 shares issued and
        outstanding in 2000 and 1999, respectively.                                   37.7                35.9
   Capital surplus                                                                    46.9                   -
   Accumulated other comprehensive income                                            (52.6)              (37.6)
   Retained earnings                                                                 522.9               458.1
                                                                        ------------------- -------------------
          Total stockholders' equity                                                 554.9               456.4
                                                                        ------------------- -------------------
                                                                                 $ 1,686.0           $ 1,434.7
                                                                        =================== ===================	

See accompanying notes to the consolidated financial statements.
 
ANIXTER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In millions)

                                                                                                     Years ended
                                                                              ------------------------------------------------------
                                                                               December 29,       December 31,         January 1,
                                                                                   2000               1999                1999
                                                                              ---------------  ------------------  -----------------
Operating activities
   Net income                                                                         $ 78.7             $ 124.2             $ 65.6
   Adjustments to reconcile income from continuing operations to net
     cash provided by (used in) continuing operating activities:
        Income from discontinued operations                                                -               (54.5)             (20.9)
        Gain on ANTEC investment                                                           -                   -              (24.3)
        Depreciation and amortization                                                   27.4                26.0               26.8
        Accretion of zero-coupon convertible notes                                       7.0                   -                  -
        Deferred income taxes                                                           (3.2)              (28.6)              (7.4)
        Changes in assets and liabilities:
             Accounts receivable                                                        91.4               (70.3)             (41.7)
             Inventory                                                                (329.7)             (115.4)             (17.8)
             Accounts payable and accruals                                             184.0               127.9              (14.5)
             Other, net                                                                  0.7                (5.5)              (9.8)
                                                                              ---------------  ------------------  -----------------
              Net cash provided by (used in) continuing operating activities            56.3                 3.8              (44.0)

Investing activities
   Capital expenditures                                                                (22.6)              (13.8)             (26.4)
   Acquisitions and divestiture                                                         (3.7)               (2.6)             (38.1)
   Proceeds from sale of ANTEC                                                             -                   -              104.3
   Other, net                                                                              -                 0.5               (0.4)
                                                                              ---------------  ------------------  -----------------
              Net cash (used in) provided by continuing investing activities           (26.3)              (15.9)              39.4

Financing activities
   Proceeds from long-term borrowings                                                1,557.0               897.2              945.8
   Repayment of long-term borrowings                                                (1,578.5)             (970.2)            (872.5)
   Proceeds from issuance of common stock                                               44.6                10.5                3.1
   Purchases of common stock for treasury                                              (15.4)              (91.9)            (101.8)
   Debt issuance costs                                                                  (8.3)                  -                  -
   Other, net                                                                          (12.6)               (5.9)              (4.6)
                                                                              ---------------  ------------------  -----------------
             Net cash used in continuing financing activities                          (13.2)             (160.3)             (30.0)
                                                                              ---------------  ------------------  -----------------

Increase (decrease) in cash from continuing operations                                  16.8              (172.4)             (34.6)
Cash (used in) provided by discontinued operations                                     (13.5)              169.4               44.5
Cash at beginning of year                                                               17.5                20.5               10.6
                                                                              ---------------  ------------------  -----------------
Cash at end of year                                                                   $ 20.8              $ 17.5             $ 20.5
                                                                              ===============  ==================  =================	

See accompanying notes to the consolidated financial statements.
 
ANIXTER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 (In millions)

                                                                                       Accumulated Other
                                                                                     Comprehensive Income
                                                                                  ----------------------------
                                                                                                  Unrealized
                                                                                                   Gains on
                                                                                   Cumulative      Marketable
                                             Common      Capital     Retained      Translation      Equity      Comprehensive
                                              Stock      Surplus     Earnings      Adjustments    Securities        Income
                                            ----------  ----------  ------------  --------------  ------------  ---------------
Balance at January 2, 1998                     $ 47.3      $ 47.1       $ 389.9         $ (27.1)       $ 19.8
Net Income                                          -           -          65.6               -             -           $ 65.6
Other comprehensive income:
   Foreign currency translation adjustments         -           -             -           (12.6)            -            (12.6)
   Change in unrealized gain on
   marketable equity securities (net of
   tax of $12.2 million)                            -           -             -               -         (19.8)           (19.8)
                                                                                                                ---------------
Comprehensive income                                                                                                    $ 33.2
                                                                                                                ===============
Issuance of common stock and
    related tax benefits                          0.1         3.0             -               -             -
Purchase and retirement of
   treasury stock                                (5.6)      (50.1)        (46.1)              -             -
                                            ----------  ----------  ------------  --------------  ------------
Balance at January 1, 1999                       41.8           -         409.4           (39.7)            -
Net Income                                          -           -         124.2               -             -          $ 124.2
Other comprehensive income:
   Foreign currency translation adjustments         -           -             -             2.1             -              2.1
                                                                                                                ---------------
Comprehensive income                                                                                                   $ 126.3
                                                                                                                ===============
Issuance of common stock and
   related tax benefits                           0.6         9.9             -               -             -
Purchase and retirement of
   treasury stock                                (6.5)       (9.9)        (75.5)              -             -
                                            ----------  ----------  ------------  --------------  ------------
Balance at December 31, 1999                     35.9           -         458.1           (37.6)            -
Net Income                                          -           -          78.7               -             -           $ 78.7
Other comprehensive income:
   Foreign currency translation adjustments         -           -             -           (15.0)            -            (15.0)
                                                                                                                ---------------
Comprehensive income                                                                                                    $ 63.7
                                                                                                                ===============
Issuance of common stock and
   related tax benefits                           2.5        47.7             -               -             -
Purchase and retirement of
   treasury stock                                (0.7)       (0.8)        (13.9)              -             -
                                            ----------  ----------  ------------  --------------  ------------
Balance at December 29, 2000                   $ 37.7      $ 46.9       $ 522.9         $ (52.6)          $ -
                                            ==========  ==========  ============  ==============  ============	

See accompanying notes to the consolidated financial statements.
ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Organization: Anixter International Inc., formerly known as Itel Corporation, which was incorporated in Delaware in 1967, is engaged in the distribution of communications and specialty wire and cable products through Anixter Inc. and its subsidiaries (collectively "Anixter").
Basis of presentation: The consolidated financial statements include the accounts of Anixter International Inc. and its majority-owned subsidiaries, excluding Anixter Receivables Corporation, (collectively "the Company") after elimination of intercompany transactions. The Company's fiscal year ends on the Friday nearest December 31 and included 52 weeks in 2000, 1999 and 1998.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Certain amounts for prior years have been reclassified to conform to the current year presentation.
Accounts receivable program: On October 6, 2000, the Company entered into an accounts receivable securitization program. The program is conducted through Anixter Receivables Corporation ("ARC"), which is a wholly-owned unconsolidated subsidiary of the Company, on terms equivalent to those in an arms-length transaction. The program allows the Company to sell, on an on-going basis without recourse, a majority of the accounts receivable originating in the United States to ARC and consists of a series of 364-day facilities. ARC may in turn sell an interest in such receivables to a financial institution for up to a $275 million net investment. The Company agreed to continue servicing the sold receivables for the financial institution at market rates which approximate cost; accordingly, no servicing asset or liability has been recorded. At December 29, 2000, the outstanding balance of accounts receivable totaled $388.3 million; accordingly, these accounts receivable were removed from the balance sheet. Net proceeds of $236.3 million were used to reduce outstanding debt. Non-operating charges of $12.6 million, $8.8 million of which relates to the discount on the initial sale of accounts receivable to ARC, were recorded as other expenses in the 2000 consolidated statement of operations. The Company expects to substantially recover the charges on the initial sale during the course of the program. Also included in the non-operating charges were $3.8 million of other costs associated with the Company's equity interest in ARC. These costs primarily relate to the finance charges incurred by ARC to fund the purchases of the accounts receivable from Anixter.
Note receivable: The Company's $126.1 million note receivable at December
29, 2000, represents the amount due to Anixter from ARC primarily for the sale of accounts receivable.
Inventories: Inventories, consisting primarily of finished goods, are stated at the lower of cost or market. Cost is determined using the average-cost method. Inventories returnable to vendor represent those inventories that have been paid for by the Company. The inventory was returned in the first quarter of 2001.
Property and equipment: Capital expenditures are primarily for equipment, leasehold improvements and computer software. Equipment and computer software are recorded at cost and depreciated by applying the straight-line method over their estimated useful lives ranging from 3 to 10 years. Leasehold improvements are depreciated over the term of the related lease. Upon sale or retirement, the cost and related depreciation are removed from the respective accounts, and any gain or loss is included in income. Maintenance and repair costs are expensed as incurred.
Goodwill: Goodwill primarily relates to the excess of cost over the fair value of the net tangible assets of businesses acquired. The Company continually reviews goodwill to assess recoverability from estimated undiscounted future cash flows at the aggregate business unit level. Goodwill is amortized on a straight-line basis over periods ranging from 20 to 40 years.
Interest rate agreements: In addition to the fixed rate 8% Senior Notes and 7% zero-coupon convertible notes, the Company entered into interest rate agreements which effectively fix or cap, for a period of time, the LIBOR component of an interest rate on a
portion of its floating rate obligations. As a result, the interest rate on approximately 91% and 65%, of debt obligations at December 29, 2000 and December 31, 1999, respectively, was fixed or capped. At December 29, 2000 and December 31, 1999, the Company had two interest rate swap agreements outstanding with a notional amount of $25 million each. These swap agreements obligated the Company to pay a fixed rate of approximately 6.1% through January 2003 and July 2002. At December 29, 2000 and December 31, 1999, the Company also had one interest rate collar agreement with a notional amount of $50 million which entitled the Company to receive from the bank the amount by which the LIBOR component of the floating rate interest payments exceed 6.5%. In addition, the Company is required to pay the bank the difference between 6.3% and the floating rate when it is below 5.3%. This interest rate collar matures in January 2002. At December 31, 1999, the Company had three additional interest rate swap agreements outstanding with a notional amount aggregating $100 million that obligated the Company to pay a fixed rate of approximately 6.1% through July 2000. At December 31, 1999, the Company had a cancelable interest rate swap agreement outstanding with a notional amount of $50 million. This swap agreement obligated the Company to pay a fixed rate of 5.7% through August 2002. However, the counterparty exercised their right to cancel the swap in February 2000. The fair value, which is the estimated amount at the current interest rate that the Company would receive or pay to enter into similar interest rate agreements at December 29, 2000 and December 31, 1999, would be to pay $.5 million and receive $1.4 million, respectively. The impact of these interest rate agreements was to decrease interest expense by $.7 million for fiscal year 2000 and increase interest expense by $1.3 million and $.5 million for fiscal years 1999 and 1998, respectively. The Company does not enter into interest rate transactions for speculative purposes.
Foreign currency forward contracts: The Company purchased short-term foreign currency forward contracts to minimize the effect of fluctuating foreign currencies on its reported income. The impact of these foreign currency forward contracts on the income statement was insignificant in 2000, 1999 and 1998. The forward contracts were revalued at current foreign exchange rates, with the changes in valuation reflected directly in income. At December 29, 2000 and December 31, 1999, the Company had approximately $28.0 million and $24.3 million, respectively, in foreign currency forward contracts outstanding.
Revenue recognition: Sales and related cost of sales are recognized upon shipment of products.
Advertising and sales promotion: Advertising and sales promotion costs are expensed as incurred. Advertising and promotion costs were $11.3 million, $11.1 million and $13.3 million in 2000, 1999 and 1998, respectively.
Shipping and handling fees and costs: The Company incurred shipping and handling fees and costs totaling $90.6 million, $70.1 million and $64.0 million for the years ended 2000, 1999 and 1998, respectively. These costs are included in operating expenses in the consolidated statements of operations.
Stock based compensation: In accordance with the Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees", compensation cost of stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the option exercise price and is charged to operations over the vesting period. Income tax benefits totaling $11.3 million and $2.5 million in 2000 and 1999, respectively, attributable to stock options exercised were credited to capital surplus.
Income taxes: Using the liability method, provisions for income taxes include deferred taxes resulting from temporary differences in determining income for financial and tax purposes. Such temporary differences result primarily from differences in the carrying value of assets and liabilities.
Investment in ANTEC: In 1998, the Company sold its remaining 7.1 million shares of ANTEC stock which resulted in net after-tax proceeds of approximately $100 million and an after-tax gain of $14.6 million. On February 6, 1997, a wholly-owned subsidiary of ANTEC was merged into TSX Corporation. Under the terms of the transaction, TSX Corporation shareholders received one share of ANTEC Corporation stock for each share of TSX Corporation stock that they owned. The transaction was accounted for as a pooling of interests. Upon consummation of this transaction, the Company's ownership interest in ANTEC was reduced to approximately 19%, which resulted in the cessation of equity method accounting for this investment after that date. As a result of this change, the Company recorded a $1.2 million after-tax gain. As of January 2, 1998, the market value of the Company's investment in ANTEC was $112.0 million. The Company reported its investment in ANTEC at fair value. All unrealized gains and losses, net of taxes, were recorded in stockholders' equity until realized.
Recently issued accounting pronouncements: In June 2000, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of SFAS No. 133." These statements outline the accounting treatment for all derivative activity. The Company
adopted these standards in the first quarter of fiscal 2001. The adoption did not have a significant effect on its consolidated results of operations or financial position.
On December 3, 1999, the Securities and Exchange Commission staff issued Staff Accounting Bulletin ("SAB") No. 101. SAB No. 101 reflects the basic principles of revenue recognition. The Company adopted SAB No. 101 in the fourth quarter of fiscal 2000. The adoption did not have a significant effect on the consolidated results of operations or financial position.
As required by Emerging Issues Task Force ("EITF") Issue 00-10, Accounting for Shipping and Handling Fees and Costs, customer charges for shipping and handling costs are classified as sales. The Company adopted EITF Issue 00-10 in the fourth quarter of fiscal 2000 and accordingly, reclassified all prior period amounts. This change in accounting increased sales and operating expenses by $60.0 million, $42.0 million and $41.6 million in 2000, 1999 and 1998, respectively.
Note 2. Income per Share
The following table sets forth the computation of basic and diluted income per share from continuing operations:
(In thousands, except per share data)

                                                                     Years ended
                                               ------------------------------------------------------
                                                 December 29,        December 31,         January 1,
                                                    2000                1999                1999
                                               ---------------     ---------------     --------------
Basic Income per Share:

    Income from continuing operations          $       78,684      $       69,656      $       44,744
       (numerator)
    Weighted-average common shares
       Outstanding (denominator)                       36,580              37,507              44,877
                                               ===============     ===============     ===============

    Basic income per share                     $         2.15      $         1.86      $         1.00

Diluted Income per Share:

    Income from continuing operations          $       78,684      $       69,656      $       44,744
    Interest impact of assumed
       conversion of convertible notes                  4,301                  --                  --
                                               ---------------     ---------------     ---------------
    Income from continuing operations
       plus assumed conversion (numerator)     $       82,985      $       69,656      $       44,744
    Weighted-average common shares
       outstanding                                     36,580              37,507              44,877
    Effect of dilutive securities:
       Stock options, warrants and
         convertible notes                              4,309                 571                 386
                                               ---------------     ---------------     ---------------
    Weighted-average common shares
       outstanding (denominator)                       40,889              38,078              45,263
                                               ===============     ===============     ===============

    Diluted income per share                   $         2.03      $         1.83      $         0.99	

Note 3. Discontinued Operations
In the fourth quarter of 1998, the Company decided to exit its Integration segment, and accordingly, the Integration segment is reflected as a discontinued operation in these financial statements. The European Integration business was sold in the fourth quarter of 1998. In 1999, the Company completed the disposal of the Integration segment with North America Integration being sold in the first quarter of 1999 followed by the sale of Asia Pacific Integration in the fourth quarter of 1999. Interest expense has been allocated to discontinued operations based on the percentage of total identifiable assets.
The Company recorded an after-tax gain from the sale of discontinued assets of $57.0 million and $13.2 million in 1999 and 1998, respectively. Included in the fiscal year 1999 gain on sale of assets, is a tax benefit of $8.4 million resulting from the reversal of certain tax reserves associated with prior years' reported sales of discontinued assets. Total proceeds received from the sale of the Integration business was $238.3 million. There was no significant activity in 2000.
Net sales and income from discontinued operations were as follows:

                                                          Years ended
                                            ------------------------------------
(In millions)                                  December 31,           January 1,
                                                  1999                 1999
                                            -----------------     --------------

Net sales                                        $196.3              $735.2
Costs and expenses                               (199.5)             (710.0)
Operating (loss) income                            (3.2)               25.2
Gain on sale of assets                             81.1                22.0
Net interest expense and other                     (1.0)               (4.8)
Income tax expense                                (22.4)              (21.5)
                                                -------              ------
Income from discontinued operations             $  54.5               $20.9
                                                =======              ======	

Note 4. Acquisitions and Divestiture of Businesses
In January 2000, the Company acquired 100% of the stock of allNET Technologies Pty. Limited ("allNET") for $6.7 million. allNET is a communication products distributor located in Australia. In September 2000, the Company sold the net assets of a wholly-owned subsidiary of Accu-Tech Corporation for $4.6 million in cash and notes receivable. The effect of these transactions on the operating results of the Company was not significant.
In June 1998, the Company purchased Pacer Electronics, Inc. ("Pacer") for approximately $38 million. Pacer is an electrical and data cabling distributor largely centered in the Northeast portion of the United States, with additional locations in North Carolina and Florida. The majority of Pacer's sales come from the sale of wire, cable, connectors and related products and value added services to original equipment manufacturers in the electronics industry.
Acquisitions were accounted for using the purchase method of accounting. Had these acquisitions occurred at the beginning of their respective years of acquisition, the impact on the Company's operating results would not have been significant.
Note 5. Summarized Financial Information of Anixter Inc.
At December 29, 2000 and December 31, 1999, the Company had an ownership interest of 99.7% and 98.7%, respectively, in Anixter Inc., which is included in the consolidated financial statements of the Company. The following summarizes the financial information of Anixter Inc. and reflects the Integration segment of the Company as a discontinued operation:
 
Anixter Inc. Condensed Consolidated Balance Sheets

                                              December 29,         December 31,
(In millions)                                    2000                 1999
                                             -------------         ------------

Assets:
  Current assets                               $1,331.0            $  1,117.9
  Property, net                                    56.5                  53.1
  Goodwill                                        239.3                 229.1
  Other assets                                     53.8                  31.2
                                              ---------            ----------
                                               $1,680.6            $  1,431.3
                                               ========            ==========
Liabilities and Stockholders' Equity:
  Current liabilities                          $  645.1            $    468.5
  Other liabilities                                28.6                  27.8
  Long-term debt                                  244.9                 468.0
  Subordinated notes payable to parent            250.5                  19.1
  Stockholders' equity                            511.5                 447.9
                                               --------              --------
                                               $1,680.6            $  1,431.3
                                               ========             =========	

Anixter Inc. Condensed Consolidated Statement of Operations

                                                                                      Years Ended
                                                                -----------------   -----------------   ---------------
                                                                  December 29,         December 31,        January 1,
                                                                      2000                 1999              1999
                                                                -----------------   -----------------   ---------------
(In millions)
Net sales                                                            $3,514.4           $2,686.9             $2,281.8
Operating income                                                     $  191.6           $  114.6             $   84.3
Income before income tax expense                                     $  135.1           $   79.9             $   46.7
Income from continuing operations                                    $   76.3           $   43.6             $   15.7
Net income                                                           $   75.7           $   91.7             $   25.0	

Note 6. Accrued Expenses
Accrued expenses consisted of the following:

                                                December 29,        December 31,
                                                    2000               1999
(In millions)                                   ------------       -------------

Salaries and fringe benefits                        $  60.0            $  52.5
Taxes                                                  21.0                7.3
Discontinued operations                                17.6               31.7
Freight                                                 7.2                3.1
Interest                                                4.7                7.3
Other                                                  29.1               29.3
                                                    -------            ---------
                                                    $ 139.6            $ 131.2
                                                    =======            =========	

Note 7. Debt
Debt is summarized below:

                                              December 29,          December 31,
                                                  2000                  1999
                                             -------------        --------------
(In millions)

Bank revolving lines of credit                   $142.2                $362.8
7% Zero-coupon convertible notes                  207.0                    --
8% Senior notes                                   100.0                 100.0
Other                                               2.7                   5.2
                                                 ------                ------
         Total debt                              $451.9                $468.0
                                                 ======                ======	

On June 28, 2000, the Company issued $792 million 7% zero-coupon convertible notes ("Convertible Notes") due 2020. The net proceeds from the issue were $193.4 million and was initially used to repay working capital borrowings under a floating rate bank line of credit. The Company expects to reborrow such amounts under the line of credit from time to time for general corporate purposes. The discount associated with the issuance is being amortized through June 28, 2020 using the effective interest rate method. Issuance costs were $6.6 million and are being amortized through June 28, 2020 using the straight line method.
Holders of the Convertible Notes may convert at any time on or before the maturity date, unless the notes have previously been redeemed or purchased, into 7.4603 shares of the Company's common stock for which the Company has reserved 5.9 million shares. Additionally, holders may require the Company to purchase all or a portion of their Convertible Notes on June 28, 2005, at a price of $356.28 per Convertible Note, on June 28, 2010, at a price of $502.57 per Convertible Note, and on June 28, 2015, at a price of $708.92 per Convertible Note. The Company may choose to pay the purchase price in cash or common stock or a combination of both.
On October 6, 2000, Anixter entered into a new financing arrangement to replace the existing $550 million revolving credit agreement set to mature in 2001. The new agreement consists of a $500 million, senior unsecured, revolving credit line which includes a $390 million agreement, due 2005, plus a $110 million agreement, due 2001. Anixter has various other revolving bank lines of credit worldwide which provide for up to $18.9 million of additional borrowings, none of which are domestic. These lines of credit reduce or mature at various dates from 2001 through 2002. Floating and fixed interest rate options, based on the prime or Libor rate, are available under these facilities.
At December 29, 2000, $142.2 million was borrowed and $377.1 million was available under the bank revolving lines of credit, of which $46.9 million was available for general corporate purposes. The weighted average interest rate on debt, excluding the fixed rate notes, at December 29, 2000 and December 31, 1999, was 8.0% and 6.3%, respectively. Facility fees of .25% payable on the 5 year agreement and .23% payable on the 364-day agreement were insignificant.
In September 1996, Anixter filed a shelf registration statement with the Securities and Exchange Commission to offer from time to time up to $200 million aggregate principal amount of unsecured notes. On September 17, 1996, Anixter issued $100 million of these notes due September 2003. The notes, which bear interest at 8%, contain various restrictions with respect to secured borrowings and are unconditionally guaranteed by the Company.
Certain debt agreements entered into by the Company's subsidiaries contain various restrictions including restrictions on payments to the Company. The Company has guaranteed substantially all of the debt of its subsidiaries. Restricted net assets of subsidiaries were approximately $404.5 million and $372.9 million at December 29, 2000 and December 31, 1999, respectively.
Aggregate annual maturities of debt at December 29, 2000, were as follows:
2001-$5.8 million; 2002-$4.9 million; 2003-$100.0 million; 2004-none; 2005-$131.5 million and $209.7 million thereafter. The amount due in 2001 was classified as long-term due to the Company's ability and intent to refinance through its long-term facilities.
Interest paid in 2000, 1999 and 1998, was $39.1 million, $34.5 million and $36.6 million, respectively.
The estimated fair value of the Company's debt at December 29, 2000, was $425.0 million, based on public quotations and current market rates. The carrying amount of the Company's debt at December 31, 1999, generally approximated fair value.
Note 8. Lease Commitments
Substantially all of the Company's office and warehouse facilities and equipment are leased under operating leases. Certain of these leases are long-term operating leases and expire at various dates through 2018. Minimum lease commitments under operating leases at December 29, 2000 are as follows:
2001 - $46.1 million; 2002 - $38.1 million; 2003 - $26.9 million; 2004 - $18.2 million; 2005 - $12.5 million; beyond 2005 - $48.3 million. Total rental expense was $52.3 million, $58.3 million and $39.6 million in 2000, 1999 and 1998, respectively.
Note 9. Income Taxes
The Company and its U.S. subsidiaries file their federal income tax return on a consolidated basis. As of December 29, 2000, the Company had no NOL or ITC carryforwards for federal income tax purposes. During the third quarter of 1998, the Internal Revenue Service completed its examination for the years 1993 to 1995, which included an examination of net operating losses and credit carryovers dating back to 1979. As a result of the lapsing, during the third quarter of 1999, of all relevant statutes of limitations on assessment relating to that 17-year period of time, the Company recorded a $24.3 million tax benefit in continuing operations for the reversal of previously established tax reserves which were determined to be no longer necessary.
At December 29, 2000, various foreign subsidiaries of the Company had aggregate cumulative NOL carryforwards for foreign income tax purposes of approximately $168.6 million, which are subject to various provisions of each respective country. Approximately $59.8 million of this amount expires between 2001 and 2010 and $108.8 million of the amount has an indefinite life.
Of the $168.6 million NOL carryforwards of foreign subsidiaries mentioned above, $89.8 million relates to losses that have already provided a tax benefit in the U.S. due to rules permitting flow-through of such losses in certain circumstances. Without such losses included, the cumulative NOL carryforwards at December 29, 2000, are approximately $78.8 million, which are subject to various provisions of each respective country. Approximately $45.9 million of this amount expires between 2001 and 2010 and $32.9 million of the amount has an indefinite life. The deferred tax asset and valuation allowance, shown below relating to foreign NOL carryforwards, have been adjusted to reflect only the carryforwards for which the Company has not taken a tax benefit in the U.S.
Domestic income from continuing operations before income taxes was $110.1 million, $76.0 million, and $84.0 million for 2000, 1999 and 1998, respectively. Foreign income (loss) from continuing operations before income taxes was $24.5 million, $2.2 million and $(7.5) million for 2000, 1999 and 1998, respectively.
The Company paid income taxes in 2000, 1999 and 1998 of $46.8 million, $64.9 million and $63.8 million, respectively.
Significant components of the Company's deferred tax assets and (liabilities) were as follows:

                                            December 29,          December 31,
(In millions)                                  2000                  1999
                                        -----------------     ------------------

Gross deferred tax liabilities                $(15.8)               $(17.8)

Foreign NOL carryforwards                       29.8                  29.9
Deferred compensation                           11.8                   9.4
Inventory reserves                              11.1                   8.4
Depreciation                                     1.3                   5.1
Investment reserves                               --                   4.5
Allowance for doubtful accounts                  5.8                   0.9
Other                                            5.5                   5.7
                                               -----                 -----
Gross deferred tax assets                       65.3                  63.9
Valuation allowance                            (25.5)                (26.3)
                                               -----                 -----
Net deferred tax asset                         $24.0                 $19.8
                                               =====                 =====	

Income tax expense (benefit) was comprised of:

                                                                                           Years ended
                                                                     ------------------------------------------------
                                                                       December 29,        December 31,       January 1,
                                                                           2000               1999              1999
                                                                     ---------------   ---------------     ---------------
(In millions)
Current--Foreign                                                        $ 11.8              $  7.6              $  7.6
         State                                                             8.1                 4.5                 1.9
         Federal                                                          36.7                25.0                22.4
                                                                        ------              ------              ------
                                                                          56.6                37.1                31.9

Deferred--Foreign                                                         (0.7)               (1.5)                4.5
          State                                                           (2.4)               (1.1)                3.1
          Federal                                                          2.4               (26.0)               (7.7)
                                                                        ------              ------              ------
                                                                          (0.7)              (28.6)              (0 .1)
                                                                         -----              ------              ------
                                                                       $  55.9              $  8.5              $ 31.8
                                                                       =======              ======              ======	

Reconciliation of income tax expense to the statutory corporate federal tax rate of 35% were as follows:

                                                                                           Years ended
                                                                   --------------------------------------------------
                                                                      December 29,        December 31,        January 1,
                                                                         2000                 1999               1999
                                                                   -----------------    ---------------     --------------
(In millions)
Statutory tax expense                                                   $47.1               $27.4              $26.8
Increase (reduction) in taxes resulting from:
  Amortization of goodwill                                                2.5                 2.2                2.1
  Losses on foreign operations                                            2.3                 2.5                8.4
  State income taxes                                                      3.7                 2.3                3.2
  Adjustment to prior year tax accounts                                    --               (24.3)              (9.4)
  Other, net                                                              0.3                (1.6)               0.7
                                                                        ------              ------             ------
                                                                        $55.9               $ 8.5              $31.8
                                                                        ======              ======             ======	

Note 10. Pension Plans, Post-Retirement Benefits and Other Benefits
The Company's various pension plans are non-contributory and cover substantially all full-time domestic employees and certain employees in other countries. Retirement benefits are provided based on compensation as defined in the plans. The Company's policy is to fund these plans as required by ERISA and the Code. Plan assets consisted primarily of equity securities and mutual fund investments.
In 2000, the Company incurred a $3.2 million loss on settlement of a supplemental employee retirement plan. In 1999, the Company completed the disposal of the Integration segment which resulted in a curtailment gain of $4.4 million, and accordingly, was classified as a gain on disposal of discontinued operations.

                                                                                      Pension Benefits
                                                                                  2000                  1999
                                                                                  ----                  ----
(In millions)
Change in projected benefit obligation:
     Beginning balance                                                         $ 104.2               $  110.4
     Service cost                                                                  6.2                    8.4
     Interest cost                                                                 6.9                    7.2
     Actuarial (gain) loss                                                        (2.3)                 (13.0)
     Settlement/Curtailment loss (gain)                                            3.4                   (4.8)
     Benefits paid                                                               (11.0)                  (4.0)
                                                                              --------                -------
     Ending balance                                                            $ 107.4                $ 104.2
                                                                               =======                =======
Change in plan assets at fair value:
     Beginning balance                                                         $  97.8                $  92.4
     Actual return on plan assets                                                  4.8                    9.3
     Company contributions                                                         1.0                    0.1
     Benefits paid                                                                (3.8)                  (4.0)
                                                                               -------                -------
     Ending balance                                                            $  99.8                $  97.8
                                                                               =======                =======

Reconciliation of funded status:
     Projected benefit obligation                                              $(107.4)               $(104.2)
     Plan assets at fair value                                                    99.8                   97.8
                                                                               -------                -------
     Funded status                                                                (7.6)                  (6.4)
     Unrecognized net actuarial gain                                             (11.7)                 (15.8)
     Unrecognized prior service cost                                               2.0                    2.1
     Unrecognized transition obligation                                           (0.4)                  (1.2)
                                                                             ---------                -------
     Accrued benefit cost                                                      $ (17.7)               $ (21.3)
                                                                               =======                =======

Weighted average assumptions:
     Discount rate                                                               7.25%                   7.15%
     Expected return on plan assets                                              8.63%                   8.63%
     Salary growth rate                                                          5.42%                   5.26%	

                                                                                    Pension Costs
                                                                         2000           1999           1998
                                                                         ----           ----           ----
(In millions)
Components of net periodic cost:
     Service cost                                                      $  6.2         $  8.4          $  8.0
     Interest cost                                                        6.9            7.2             6.7
     Expected return on plan assets                                      (8.4)          (7.9)           (7.5)
     Net amortization                                                    (0.7)          (0.2)           (0.9)
                                                                       -------        -------         -------
     Periodic benefit cost prior to settlement/curtailment                4.0            7.5             6.3
       Settlement/Curtailment loss (gain)                                 3.0           (4.4)             --
                                                                       ------         -------         -------
Net periodic benefit cost                                              $  7.0         $  3.1          $  6.3
                                                                       ======         =======         =======	

The Company has two plans where the fair value of assets are in excess of the projected benefit obligation. The fair value of the plans' assets were $8.6 million and $8.7 million and had projected benefit obligations of $7.1 million and $6.4 million in 2000 and 1999, respectively.
The Company has several savings plans. The Company's contributions to these plans are based upon various levels of employee participation. The total cost of these plans was $1.5 million in 2000, $1.5 million in 1999 and $1.9 million in 1998. The Company's liability for post-retirement benefits other than pensions is not material.
Note 11. Preferred Stock and Common Stock
Preferred Stock--
The Company has the authority to issue 15 million shares of preferred stock, par value $1.00 per share, none of which was outstanding at the end of 2000 and 1999.
Stock Options and Stock Grants--
At December 29, 2000, the Company has stock incentive plans, which authorize .7 million shares for additional stock option awards or stock grants. Options granted under these plans have been granted with exercise prices at or higher than the fair market value of the common stock on the date of grant. One-fourth of the employee options granted become exercisable each year after the year of grant. The director options fully vest in one year. All options expire ten years after the date of grant.
During 2000, the first year restricted stock was granted, the Company issued 281,173 shares. Restricted stock fully vests after four years from date of grant. Compensation expense associated with the restricted stock grants was $1.7 million in 2000.
The following table summarizes the 2000, 1999 and 1998 activity under the employee and director option plans:

                                                                             Weighted                             Weighted
                                                                              Average                              Average
                                                          Employee           Exercise          Director           Exercise
                                                           Options             Price            Options             Price
(Options in thousands)                                    ---------          ---------         --------           --------
Balance at January 2, 1998                                 3,207.7            $16.00            430.0              $13.94
Granted                                                    1,772.0             17.46               --                  --
Exercised                                                    (34.1)            17.80            (40.0)               9.94
Canceled                                                    (262.4)            17.09               --                  --
                                                           --------           --------         -------             -------
Balance at January 1, 1999                                 4,683.2             16.48            390.0               14.35

Granted                                                    1,115.5             12.70               --                  --
Exercised                                                   (452.0)            13.35            (30.0)              11.63
Canceled                                                    (163.1)            16.96               --                  --
                                                           --------           --------          -------            --------
Balance at December 31, 1999                               5,183.6             15.92            360.0               14.57

Granted                                                    1,127.5             20.59               --                  --
Exercised                                                 (2,003.0)            16.14           (100.0)              11.30
Canceled                                                    (147.2)            16.91               --                  --
                                                          ---------           --------         --------            -------
Balance at December 29, 2000                               4,161.0            $17.05             260.0             $15.83
                                                          =========           ========         ========            =======

Options Exercisable at year-end
  1998                                                     1,660.9            $14.78             390.0             $14.35
  1999                                                     2,679.3            $16.49             360.0             $14.57
  2000                                                     2,031.3            $16.75             260.0             $15.83	

The following table summarizes information relating to options outstanding and exercisable at December 29, 2000, using various ranges of exercise prices:
Employee Options
 (options in thousands)

                                           Options Outstanding                                 Options Exercisable

                                                Weighted          Weighted                                       Weighted
    Range of                                      Average          Average                                        Average
    Exercise                                     Exercise         Remaining                                      Exercise
    Prices                      Outstanding        Price            Years              Exercisable                 Price
$5.19-$9.11                          102.0        $ 9.04            2.0                  102.0                    $ 9.04
$12.69-$15.75                      1,510.4        $13.82            8.0                  754.5                    $14.48
$17.44-$21.13                      2,527.1        $19.21            8.4                1,174.8                    $18.88
$27.81-$32.00                         21.5        $28.60           10.0                     --                        --	

Director Options
 (options in thousands)

                                            Weighted                   Weighted
    Range of                                 Average                    Average
    Exercise    Outstanding &               Exercise                   Remaining
     Prices     Exercisable                    Price                      Years

$8.38-$8.46        60.0                     $  8.42                        1.5
$15.00-$20.69     200.0                     $ 18.05                        3.6	

Additionally, the Company has an Employee Stock Purchase Plan ("ESPP") covering most employees. Participants can request that up to 10% of their base compensation be applied toward the purchase of common stock under the Company's ESPP. The purchase price is the lower of 85% of the fair market value of the common stock at the beginning of the ESPP year, July 1, 2000, or at the end of the ESPP year, June 30, 2001. Under the ESPP, the Company sold 114,100 shares, 123,700 shares and 175,900 shares to employees in 2000, 1999 and 1998, respectively.
Stock Option Plans of Anixter--
In 1995 and prior, Anixter granted to key employees options to purchase the common stock of Anixter. Substantially all options were granted with exercise prices at the fair market value of the common stock on the date of grant. These options vest over four years and terminate seven to ten years from the date of grant. At December 29, 2000, the Company owned 99.7% of the approximately 32.3 million shares of outstanding Anixter common stock.
The following table summarizes the 2000, 1999 and 1998 option activity:

                                                     Weighted
                                                      Average
                                                     Exercise
                                   Options             Price
                                   -------            -------
(Options in thousands)

Balance at January 2, 1998        1,328.4             $11.33
Exercised                          (253.8)             10.13
Canceled                            (92.3)             11.77
                                   -------
Balance at January 1, 1999          982.3              11.57
Exercised                          (586.6)             11.21
Canceled                            (26.2)             12.28
                                   -------
Balance at December 31, 1999        369.5              12.08

Exercised                          (323.7)             11.92
Canceled                             (0.5)             14.50
                                   -------
Balance at December 29, 2000         45.3             $13.23

Options exercisable at year-end
  1998                              982.3             $11.57
  1999                              369.5             $12.08
  2000                               45.3             $13.23	

Exercise prices for options outstanding as of December 29, 2000, range from $11.40 to $14.50 per share and have a weighted average remaining life of 1 year.
Units--
The Company adopted a director stock unit plan ("DSUP") to pay its non-employee directors annual retainer fees in the form of stock units. These stock units convert to common stock of the Company at the pre-arranged time selected by each director. Stock units were granted to nine directors in 2000, having an aggregate value at grant date of $540,000.
The following table summarizes the 2000, 1999 and 1998, activity under the DSUP:
DSUP

                                          Stock Units
                                           ---------
Balance at January 2, 1998                   59.6
Granted                                      25.9
Converted                                    (3.9)
                                           ---------
Balance at January 1, 1999                   81.6
Granted                                      29.7
Converted                                    (3.5)
                                           ---------
Balance at December 31, 1999                107.8
Granted                                      20.4
Converted                                   (31.2)
                                           ---------
Balance at December 29, 2000                 97.0
                                           =========	

Accounting for Stock Based Compensation--
The Company adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock Based Compensation". Accordingly, no compensation expense has been recognized in the income statement for the stock option plans. Had compensation costs for the plans been determined based on the fair value at the grant date for awards beginning in 1995 and amortized over the respective vesting period, the Company's income from continuing operations would have been reduced to the pro forma amounts indicated below:

                                             2000          1999            1998
                                             ----          ----            ----
Basic income from continuing operations
    --as reported                            $78.7         $69.7          $44.7
    --proforma                               $72.7         $64.0          $40.1

Diluted income from continuing operations
  plus assumed conversion
    --as reported                            $83.0         $69.7          $44.7
    --proforma                               $77.0         $64.0          $40.1

Basic income per share from
  continuing operations
    --as reported                            $2.15         $1.86          $1.00
    --proforma                               $1.99         $1.71          $0.89

Diluted income per share from
  continuing operations
    --as reported                            $2.03         $1.83          $0.99
    --proforma                               $1.90            --             --	

Pro forma diluted income per share has not been presented for 1999 and 1998 as the conversion of stock options and warrants would have had an anti-dilutive effect.
The weighted average fair value for the Company's stock options (which was $11.74 per share in 2000, $5.50 per share in 1999 and $7.63 per share in 1998) was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions for 2000, 1999 and 1998, respectively:
expected stock price volatility of 45%, 39%, and 42%; expected dividend yield of zero; risk-free interest rate of 6.5%, 5.6% and 4.9% and an expected 7 year life for 2000 and 5 year life for 1999 and 1998.
The Black-Scholes option pricing model was developed for estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Company's stock options.
Note 12. Business Segments
The Company operates in one business segment which is engaged in the distribution of communications and specialty wire and cable products from top suppliers to contractors and installers and to end users, including manufacturers, natural resources companies, utilities and original equipment manufactures. The Company obtains and coordinates financing, legal and other related services, certain of which are rebilled to subsidiaries.
The following table is a geographic breakdown of the Company's operations. Sales to a single customer did not exceed 10 percent of total sales. Export sales are insignificant.

(In millions)                                     Worldwide Operations

                                         2000            1999            1998
                                         ----            ----            ----
Net sales
    United States                      $2,453.9        $1,833.4        $1,535.2
    Europe                                587.1           523.0           523.3
    Canada                                285.4           213.9           184.0
    Asia Pacific and Latin America        188.0           141.7           147.6
                                       ---------       ---------       ---------
                                       $3,514.4        $2,712.0        $2,390.1
                                       =========       =========       =========
Operating income
    United States                      $  144.6        $   93.3        $   85.3
    Europe                                 24.6            20.6            12.9
    Canada                                 19.6            12.9             9.4
    Asia Pacific and Latin America          1.0           (14.0)          (20.6)
                                       ---------       ---------       ---------

                                       $  189.8        $  112.8        $   87.0
                                       =========       =========       =========
Tangible long-lived assets
    United States                      $   88.0        $   66.8        $   64.5
    Europe                                  5.2             7.1             9.9
    Canada                                  4.0             3.9             3.6
    Asia Pacific and Latin America          4.2             5.0             7.6
                                       ---------       ---------       ---------
                                       $  101.4        $   82.8        $   85.6
                                       =========       =========       =========	

Note 13. Contingencies and Litigation
In the ordinary course of business, the Company and its subsidiaries become involved as plaintiffs or defendants in various legal proceedings. The claims and counterclaims in such litigation, including those for punitive damages, individually in certain cases and in the aggregate, involve amounts which may be material. However, it is the opinion of the Company's management, based upon the advice of its counsel, that the ultimate disposition of pending litigation will not be material.
 
Note 14. Selected Quarterly Financial Data (Unaudited)
The following is a summary of the unaudited interim results of operations and the price range of the common stock composite for each quarter in the years ended December 29, 2000, and December 31, 1999. The Company has not paid cash dividends on its common stock since 1979.

                                                            First                 Second               Third              Fourth
(In millions, except per share amounts)                    Quarter                Quarter             Quarter             Quarter
                                                           --------               -------             --------            -------
Year ended December 29, 2000

Net sales                                                  $758.8                $920.9               $971.8             $862.9
Cost of sales                                              (571.8)               (712.2)              (754.1)            (654.4)
Operating income                                             37.5                  50.0                 53.9               48.4
Income before income taxes                                   27.7                  39.2                 40.9               26.8
Income from continuing operations                            16.1                  22.7                 24.0               15.9
Net income                                                   16.1                  22.7                 24.0               15.9
Basic income per share:
   Continuing                                                0.45                  0.62                 0.65               0.42
   Net income                                                0.45                  0.62                 0.65               0.42

Diluted income per share:
   Continuing                                                0.44                  0.60                 0.59               0.41
   Net income                                                0.44                  0.60                 0.59               0.41
Composite stock price range:
       High                                                 29.94                 34.00                37.00              29.19
       Low                                                  18.69                 26.50                27.06              17.75
       Close                                                27.88                 26.52                29.13              21.63

Year ended December 31, 1999

Net sales                                                  $603.2                $669.1               $721.9             $717.8
Cost of sales                                              (445.8)               (502.6)              (548.5)            (545.8)
Operating income                                             22.0                  28.5                 33.2               29.1
Income before income taxes                                   13.3                  21.0                 24.2               19.7
Income from continuing operations                             7.7                  12.2                 38.3               11.5
Net income                                                   52.1                  13.2                 44.2               14.7
Basic income per share:
   Continuing                                                0.19                  0.33                 1.06               0.32
   Net income                                                1.25                  0.36                 1.23               0.41
Diluted income per share:
   Continuing                                                0.19                  0.33                 1.04               0.31
   Net income                                                1.25                  0.36                 1.20               0.40
Composite stock price range:
       High                                                 19.81                 18.69                23.25              23.44
       Low                                                  11.13                 13.56                18.13              19.00
       Close                                                12.38                 18.69                23.25              20.63	

In the first quarter of 1999, the Company realized a $45.9 million net gain on the disposal of discontinued operations from the sale of its North American and European Integration business. In the third quarter of 1999, the Company recorded a $24.3 million tax benefit in continuing operations for the reversal of previously established tax reserves determined to be no longer necessary. Net sales amounts were restated in accordance with EITF Issue 00-10. See Note 1 "Summary of Significant Accounting Policies" for further information.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
 
PART III
ITEM 10. Directors and Executive Officers of Registrant.
See Registrant's Proxy Statement for the 2001 Annual Meeting of Stockholders--"Election of Directors."
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists the name, age as of March 7, 2001, position, offices and certain other information with respect to the executive officers of the Company. The term of office of each executive officer will expire upon the appointment of his successor by the Board of Directors.

John A. Dul, 40          General  Counsel of the Company  since May 1998;  Assistant  Secretary of the Company since
                         May 1995;  General Counsel and Secretary of Anixter since January 1996;  Associate  General
                         Counsel and Secretary from July 1994 to January 1996.

Terrance A. Faber, 49    Vice-President  Controller of the Company since October 2000;  Chief  Financial  Officer of
                         International  Survey Research from January 2000 to October 2000;  Corporate  Controller of
                         BT Office Products  International  from August 1997 to January 2000;  Corporate  Controller
                         of The Bradford Exchange from October 1994 to August 1997.

Robert W. Grubbs Jr., 44 President and Chief  Executive  Officer of the Company since February  1998;  President and
                         Chief Executive Officer of Anixter since July 1994.

James E. Knox, 63        Senior Vice President--Law and Secretary of the Company since 1986.

Dennis J. Letham, 49     Chief  Financial  Officer,  Senior Vice  President--Finance  of the Company  since  January
                         1995; Chief Financial Officer, Executive Vice President of Anixter since July 1993.

Philip F. Meno, 42       Vice President--Taxes of the Company since May 1993.

Rodney A. Shoemaker, 43  Vice  President--Treasurer  of the Company and Anixter since July 1999; Assistant Treasurer
                         of the Company and Anixter from October 1994 to July 1999.

Samuel Zell, 59          Chairman of the Board of Directors of the Company since January 1985.	

ITEM 11. Executive Compensation.
See Registrant's Proxy Statement for the 2001 Annual Meeting of Stockholders--"Executive Compensation," "Compensation of Directors," "Employment Contracts and Termination of Employment and Changes in Control Arrangements," and "Compensation Committee Interlocks and Insider Participation."
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
See Registrant's Proxy Statement for the 2001 Annual Meeting of Stockholders--"Security Ownership of Management" and "Security Ownership of Principal Stockholders."
ITEM 13. Certain Relationships and Related Transactions.
See Registrant's Proxy Statement for the 2001 Annual Meeting of Stockholders--"Certain Relationships and Related Transactions."
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits. The exhibits listed below in Item 14(a)1, 2 and 3 are filed as part of this annual report. Each management contract or compensatory plan required to be filed as an exhibit is identified by an asterisk (*).
(b) Reports on Form 8-K.
None.
(a) Index to Consolidated Financial Statements and Financial Statement Schedules.
(1) Financial Statements.
The following Consolidated Financial Statements of Anixter International Inc. and Report of Independent Auditors are filed as part of this report.

                                                                          Page
Report of Independent Auditors                                             11
Consolidated Statements of Operations for the years ended
 December 29, 2000, December 31, 1999 and January 1, 1999                  12
Consolidated Balance Sheets at December 29, 2000 and December 31, 1999     13
Consolidated Statements of Cash Flows for the years ended
 December 29, 2000, December 31, 1999 and January 1, 1999                  14
Consolidated Statements of Stockholders' Equity for the years
 ended December 29, 2000, December 31, 2000 and January 1, 1999            15
Notes to the Consolidated Financial Statements                             16	

(2) Financial Statement Schedules.
The following financial statement schedules of Anixter International Inc. are filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Anixter International Inc.:

                                                                           Page
 I. Condensed financial information of Registrant                           36
II. Valuation and qualifying accounts and reserves                          39	

All other schedules are omitted because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
(3) Exhibit List.
Each management contract or compensation plan required to be filed as an exhibit is identified by an asterisk (*).
Exhibit
No. Description of Exhibit
(3) Articles of Incorporation and by-laws.
3.1 Restated Certificate of Incorporation of Anixter International Inc., filed with Secretary of State of Delaware on September 29, 1987 and Certificate of Amendment thereof, filed with Secretary of Delaware on August 31, 1995 (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 3.1)
3.2 By-laws of Anixter International Inc. as amended through November 9, 1995 (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 3.2)
(4) Instruments defining the rights of security holders, including indentures.
4.1 Indenture dated September 17, 1996, between Anixter Inc., Anixter International Inc. and the Bank of New York, as Trustee, providing for 8% Senior Notes due 2003. (Incorporated by reference from Amendment No. 1 to Anixter Inc.'s Registration Statement on Form S-3, Registration Number 333-09185, filed August 27, 1996, Exhibit 4.1)
4.2 Indenture dated as of June 28, 2000, by and between Anixter International Inc. and Bank of New York, as Trustee offering 7% zero-coupon convertible notes due 2020. (Incorporated by reference from Anixter International Inc.'s Registration Statement on Form S-3, Registration Number 333-42788, filed August 1, 2000, Exhibit 4.1.)
4.3 Five-Year, $390 million, Revolving Credit Agreement, dated October 6, 2000, among Anixter Inc., Bank of America, N.A., as Agent, and other banks named therein.
4.4 364-Day, $110 million, Revolving Credit Agreement, dated October 6, 2000, among Anixter Inc., Bank of America, N.A., as Agent, and other banks named therein.
4.5 Receivables Sale Agreement, dated October 6, 2000, between Anixter Inc. and Anixter Receivables Corporation.
4.6 Receivables Purchase Agreement, dated October 6, 2000, among Anixter Receivables Corporation, as Seller, Anixter Inc., as Servicer, Bank One, NA, as Agent, and the other financial institutions named therein.
(10) Material contracts.
10.1 (a) Asset Purchase Agreement, dated February 22, 1999 (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K dated April 2, 1999).
(b) First Amendment to Asset Purchase Agreement, dated March 29, 1999 (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K dated April 2, 1999).
10.2* Company's Management Incentive Plan, dated February 9, 1995. (Incorporated by reference from Itel Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Exhibit 10.2.) 10.3* Company's 1983 Stock Incentive Plan as amended and restated July 16, 1992. (Incorporated by reference from Itel Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Exhibit 10.3.)
10.4* Anixter International Inc. 1998 Stock Incentive Plan (Incorporated by reference from Anixter International Inc. Registration Statement on Form S-8, file number 333-56935. Exhibit 4a.)
10.5* Company's Key Executive Equity Plan, as amended and restated July 16, 1992. (Incorporated by reference from Itel Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Exhibit 10.8.)
10.6* Company's Director Stock Option Plan. (Incorporated by reference from Itel Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Exhibit 10.24.)
10.7* Warrant Agreement, dated August 22, 1990, between the Company and Bernard F. Brennan, William A. Buzick, Jr., F. Philip Handy, Harold Haynes, Jerome Jacobson, Melvyn Klein, John R. Petty and James D. Woods, individually. (Incorporated by reference from Itel Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Exhibit 10.25.)
10.8* (a) Agreement, dated February 9, 1995, with Rod F. Dammeyer (Incorporated by reference from Itel Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Exhibit 10.18(d).)
(b) Amended and Restated Agreement dated February 9, 1995 with Rod F. Dammeyer (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.17 (b))
10.9* Form of Stock Option Agreement. (Incorporated by reference from Itel Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Exhibit 10.24.)
10.10* Form of Indemnity Agreement with all directors and officers (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.24)
10.11* Anixter International Inc. 1996 Stock Incentive Plan (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.26) 10.12* Form of Stock Option Grant (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.27)
10.13* Anixter Excess Benefit Plan (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.28)
10.14* Forms of Anixter Stock Option, Stockholder Agreement and Stock Option Plan (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.29)
10.15* (a) Anixter Deferred Compensation Plan (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.30)
(b) Anixter 1999 Restated Deferred Compensation Plan
10.16* Anixter International Inc. Enhanced Management Incentive Plan for 1999-2000 (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q for the quarterly period ended July 2, 1999, Exhibit 10.20).
10.17* Financial Advisory Agreement, dated August 4, 1999 (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 1, 1999, Exhibit 10.21).
10.18* Employment Agreement with Robert W. Grubbs, dated July 22, 1999 (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 1, 1999, Exhibit 10.22).
10.19* Employment Agreement with Dennis J. Letham, dated July 22, 1999 (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 1, 1999, Exhibit 10.23).
10.20* Anixter International Inc. Management Incentive Plan (Incorporated by reference from Anixter International Inc. Quarterly Report on form 10Q for the quarterly period ended June 30, 2000, Exhibit 10.20).
10.21* Anixter International Inc. Enhanced Management Incentive Plan for 2001-2002.
10.22* Amendment to Anixter's Enhanced Management Incentive Plans for 1999-2000 and 2001-2002.
10.23* Amendment to Employee Agreements with Robert W. Grubbs and Dennis J. Letham, dated February 14, 2001.

     (21) Subsidiaries of the Registrant.                                  Page

     21.1 List of Subsidiaries of the Registrant.                           41

     (23) Consents of experts and counsel.

     23.1 Consent of Ernst & Young LLP                                      43

     (24) Power of attorney.

     24.1 Power of Attorney  executed  by Lord James  Blyth, Robert L.
Crandall, Robert W.  Grubbs, F. Philip Handy, Melvyn N. Klein,
John R. Petty, Sheli Rosenberg, Stuart M. Sloan, Thomas C. Theobald
and Samuel Zell                                                             44	

Copies of other instruments defining the rights of holders of long-term debt of the Company and its subsidiaries not filed pursuant to Item 601(b)(4)(iii) of Regulation S-K and omitted copies of attachments to plans and material contracts will be furnished to the Securities and Exchange Commission upon request.
 
ANIXTER INTERNATIONAL INC.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ANIXTER INTERNATIONAL INC. (PARENT COMPANY)
STATEMENTS OF OPERATIONS
 (In millions)

                                                  Years ended
                                 --------------------------------------------
                                  December 29,    December 31,    January 1,
                                     2000            1999            1999
                                 -------------   -------------   ------------

Operating loss                       $(4.1)        $ (2.5)         $ (1.5)
Other income (expenses):
    Interest income,
       including intercompany          6.6            3.1             7.2
    Gain on ANTEC investment            --             --            24.3
    Other                             (0.6)            --              --
                                     ------         ------          ------
  Income from operations before
    income taxes and equity in
    earnings of subsidiaries           1.9            0.6            30.0
Income tax benefit                     1.9           27.4             4.2
Equity in earnings of subsidiaries    74.9           96.2            31.4
                                     ------         ------          ------
Net income                           $78.7         $124.2          $ 65.6
                                     ======         ======          ======	

ANIXTER INTERNATIONAL INC.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ANIXTER INTERNATIONAL INC. (PARENT COMPANY)
BALANCE SHEETS
 (In millions)
ASSETS

                                                  December 29,    December  31,
                                                      2000            1999
                                                 -------------   --------------

Current assets:
  Cash                                             $    0.4        $    0.4
  Accounts receivable                                   2.5              --
  Amounts currently due from affiliates, net            3.4             6.3
  Other assets                                          0.1             0.1
                                                   ---------       ---------
         Total current assets                           6.4             6.8
Investment in and advances to subsidiaries            765.1           449.9
Other assets                                            7.0            12.3
                                                   ---------       ---------
                                                     $778.5         $ 469.0
                                                   =========       =========	

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses,
  due currently                                      $  2.8         $   9.7
Long-term debt                                        207.0              --
Income taxes, net, primarily deferred                  13.8             2.9
                                                    --------       --------
         Total liabilities                            223.6            12.6
Stockholders' equity:
  Common stock                                         37.7            35.9
  Capital surplus                                      46.9              --
  Accumulated other comprehensive income              (52.6)          (37.6)
  Retained earnings                                   522.9           458.1
                                                    --------       ---------
         Total stockholders' equity                   554.9           456.4
                                                    --------       ---------
                                                     $778.5          $469.0
                                                    ========       =========	

ANIXTER INTERNATIONAL INC.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ANIXTER INTERNATIONAL INC. (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
 (In millions)

                                                                                    Years ended
                                                            ------------------------------------------------------------
                                                                December 29,        December 31,           January 1,
                                                                    2000                1999                  1999
                                                            ----------------      ----------------      ----------------
Operating activities:
   Net income                                                   $   78.7             $  124.2             $   65.6
   Adjustments to reconcile net income to
     net cash provided by operating activities:
        Gain on ANTEC investment                                      --                   --                (24.3)
        Income tax benefit                                          (1.9)               (27.4)                (4.2)
        Equity in earnings of subsidiaries                         (74.9)               (96.2)               (31.4)
        Accretion of zero-coupon convertible notes                   7.0                   --                   --
        Intercompany transactions                                    2.9                 (1.7)                (1.0)
        Change in other operating items                             (3.2)                63.4                  4.9
                                                                ---------            ---------            ---------
            Net cash provided by activities                          8.6                 62.3                  9.6
Investing activities:
       Proceeds from sale of businesses                               --                 28.3                 14.2
       Proceeds from sale of ANTEC                                    --                   --                104.3
       Acquisition of businesses                                      --                   --                (38.1)
                                                                ---------            ---------            ---------
            Net cash provided by investing activities                 --                 28.3                 80.4
Financing activities:
       Proceeds from long-term debt                                200.0                   --                   --
       Loans (to) from subsidiaries, net                          (231.4)               (12.1)                12.0
       Purchase of treasury stock                                  (15.4)               (91.9)              (101.8)
       Proceeds from issuance of common stock                       44.6                 10.5                  3.1
       Debt issuance costs                                          (6.4)                  --                   --
                                                                ---------            ---------            ---------

            Net cash used in financing activities                   (8.6)               (93.5)               (86.7)
                                                                ---------            ---------            ---------
Cash (used) provided                                                  --                 (2.9)                 3.3
Cash at beginning of year                                            0.4                  3.3                   --
                                                                ---------            ---------            ----------
Cash at end of year                                             $    0.4             $    0.4             $    3.3
                                                                =========            =========            ==========	

ANIXTER INTERNATIONAL INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Years ended December 29, 2000, December 31, 1999 and January 1, 1999
 (In millions)

                                                                          Additions

                                                Balance at         Charged         Charged                    Balance at
                                               beginning of          to           to other                      end of
           Description                          the period         income         accounts     Deductions     the period
           -----------                          ----------         ------         --------     ----------     ----------
Year ended December 29, 2000:
  Allowance for
   doubtful accounts                                $10.3           $ 8.1         $ (0.4)          $ (3.2)        $14.8
  Allowance for
   deferred tax asset                               $26.3           $(0.8)            --               --         $25.5

Year ended December 31, 1999:
  Allowance for
   doubtful accounts                                $11.0           $ 5.7         $ (0.9)          $ (5.5)        $10.3
  Allowance for
   deferred tax asset                               $24.0           $ 2.3             --               --         $26.3

Year ended January 1, 1999:
  Allowance for
   doubtful accounts                               $ 10.0           $ 4.2        $    0.2          $ (3.4)        $11.0
  Allowance for deferred
   tax asset                                        $16.7            $7.3             --               --         $24.0	

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Skokie, State of Illinois, on the 7th day of March, 2001.
ANIXTER INTERNATIONAL INC.
DENNIS J. LETHAM

Dennis J. Letham Senior Vice President - Finance
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

ROBERT W. GRUBBS             Chief Executive Officer
----------------                 and President
Robert W. Grubbs         (Principal Executive Officer)            March 7, 2001

DENNIS J. LETHAM         Senior Vice President--Finance
----------------            (Chief Financial Officer)
Dennis J. Letham                                                  March 7, 2001

TERRANCE A. FABER          Vice President--Controller
-----------------          (Chief Accounting Officer)
Terrance A. Faber                                                 March 7, 2001

LORD JAMES BLYTH*                   Director                      March 7, 2001
-----------------
Lord James Blyth

ROBERT L. CRANDALL*                 Director                      March 7, 2001
------------------
Robert L. Crandall

ROBERT W. GRUBBS                    Director                      March 7, 2001
----------------
Robert W. Grubbs

F. PHILIP HANDY*                    Director                      March 7, 2001
----------------
F. Philip Handy

MELVYN N. KLEIN*                    Director                      March 7, 2001
----------------
Melvyn N. Klein

JOHN R. PETTY*                      Director                      March 7, 2001
--------------
John R. Petty

SHELI Z. ROSENBERG*                 Director                      March 7, 2001
-------------------
Sheli Z. Rosenberg

STUART M. SLOAN*                    Director                      March 7, 2001
---------------
Stuart M. Sloan

THOMAS C. THEOBALD*                 Director                      March 7, 2001
-------------------
Thomas C. Theobald

SAMUEL ZELL*                        Director                      March 7, 2001
------------
Samuel Zell	

*By DENNIS J. LETHAM Dennis J. Letham (Attorney in fact) Dennis J. Letham, as attorney in fact for each person indicated.
 
FIVE-YEAR
REVOLVING CREDIT AGREEMENT
Dated as of October 6, 2000
among
ANIXTER INC.
 and
THE BORROWING SUBSIDIARIES
FROM TIME TO TIME
PARTIES HERETO
 as Borrowers,
BANK OF AMERICA, N.A.,
 as Administrative Agent,
BANK ONE, NA,
 as Syndication Agent,
THE BANK OF NOVA SCOTIA,
 as Documentation Agent,
CREDIT LYONNAIS CHICAGO BRANCH and
SUNTRUST BANK,
 as Managing Agents,
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
 as
Sole Lead Arranger and Sole Book Manager

                                  Section Page

                                      iii

                                TABLE OF CONTENTS

                                  Section Page

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
         1.01     Defined Terms................................................1
         1.02     Other Interpretive Provisions...............................25
         1.03     Accounting Terms............................................26
         1.04     Rounding....................................................26
         1.05     References to Agreements and Laws...........................26
         1.06     Euro........................................................26

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
         2.01     Committed Loans.............................................26
         2.02     Borrowings, Conversions and Continuations of Committed Loans27
         2.03     Bid Loans...................................................28
         2.04     Foreign Currency Loan Commitment............................31
         2.05     Procedure for Foreign Currency Borrowings...................32
         2.06     Participations in Foreign Currency Loans....................33
         2.07     Prepayments.................................................34
         2.08     Reduction or Termination of Commitments.....................35
         2.09     Repayment of Loans..........................................35
         2.10     Interest....................................................35
         2.11     Fees........................................................36
         2.12     Computation of Interest and Fees............................37
         2.13     Evidence of Debt............................................37
         2.14     Payments Generally..........................................37
         2.15     Sharing of Payments.........................................39
         2.16     Borrowing Subsidiaries......................................40
         2.17     Currency Exchange Fluctuations..............................40
         2.18     Participation Obligations Unconditional.....................41

ARTICLE III.TAXES, YIELD PROTECTION AND ILLEGALITY
         3.01     Taxes.......................................................41
         3.02     Illegality..................................................43
         3.03     Inability to Determine Rates................................43
         3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves
                  on Eurocurrency Rate Loans..................................44
         3.05     Funding Losses..............................................45
         3.06     Matters Applicable to all Requests for Compensation.........45
         3.07     Survival....................................................46

ARTICLE IV.CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
         4.01     Conditions of Initial Credit Extension......................46
         4.02     Conditions to all Credit Extensions.........................48

ARTICLE V.REPRESENTATIONS AND WARRANTIES
         5.01     Organization; Corporate Powers..............................48
         5.02     Authority...................................................49
         5.03     Subsidiaries................................................49
         5.04     No Conflict.................................................49
         5.05     Governmental Consents.......................................49
         5.06     Governmental Regulation.....................................50
         5.07     Financial Position..........................................50
         5.08     Litigation; Adverse Effects.................................50
         5.09     No Material Adverse Change..................................51
         5.10     Payment of Taxes............................................51
         5.11     Performance.................................................51
         5.12     Securities Activities.......................................51
         5.13     Disclosure..................................................51
         5.14     Requirements of Law.........................................51
         5.15     Patents, Trademarks, Permits, Etc...........................52
         5.16     Environmental Matters.......................................52
         5.17     Employee Benefit Matters....................................52
         5.18     Solvency....................................................52
         5.19     Assets and Properties.......................................53
         5.20     Joint Venture; Partnership..................................53
         5.21     No Default..................................................53
         5.22     Restricted Payments.........................................53
         5.23     Subsequent Funding Representations and Warranties...........53

ARTICLE VI.
AFFIRMATIVE COVENANTS
         6.01     Financial Statements........................................53
         6.02     Environmental Notices.......................................56
         6.03     Corporate Existence, Etc....................................57
         6.04     Corporate Powers, Etc.......................................57
         6.05     Compliance with Laws........................................57
         6.06     Payment of Taxes and Claims.................................57
         6.07     Maintenance of Properties; Insurance........................57
         6.08     Inspection of Property; Books and Records; Discussions......58
         6.09     Maintenance of Permits......................................58
         6.10     Employee Benefit Matters....................................58
         6.11     Additional Guarantors.......................................59
         6.12     Use of Proceeds.............................................59

ARTICLE VII.
NEGATIVE COVENANTS
         7.01     Indebtedness................................................59
         7.02     Sales of Assets; Liens......................................60
         7.03     Investments.................................................61
         7.04     Accommodation Obligations...................................63
         7.05     Restricted Payments.........................................63
         7.06     Conduct of Business.........................................64
         7.07     Transactions with Affiliates................................64
         7.08     Restriction on Fundamental Changes..........................65
         7.09     Employee Benefit Matters....................................65
         7.10     Environmental Liabilities...................................66
         7.11     Margin Regulations..........................................66
         7.12     Change of Fiscal Year.......................................66
         7.13     Modification of the Subordinated LYONs Note, the Revolving
                  Subordinated Note or Senior Note Indenture; Issuance of
                  Additional Senior Notes.....................................66
         7.14     Hedging Contracts...........................................66
         7.15     Receivables Securitization Transactions.....................66
         7.16     Minimum Consolidated Net Worth..............................67
         7.17     Maximum Leverage Ratio......................................67
         7.18     Minimum Consolidated Fixed Charge Coverage Ratio............67
         7.19     Capital Expenditures........................................67
         7.20     Calculation of Financial Covenants..........................67

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
         8.01     Events of Default...........................................68
         8.02     Remedies Upon Event of Default..............................70

ARTICLE IX.ADMINISTRATIVE AGENT
         9.01     Appointment and Authorization of Administrative Agent.......71
         9.02     Delegation of Duties........................................71
         9.03     Liability of Administrative Agent...........................71
         9.04     Reliance by Administrative Agent............................72
         9.05     Notice of Default...........................................72
         9.06     Credit Decision; Disclosure of Information by Administrative
                  Agent.......................................................73
         9.07     Indemnification of Administrative Agent.....................73
         9.08     Administrative Agent in its Individual Capacity.............74
         9.09     Successor Administrative Agent..............................74
         9.10     Other Agents................................................75	

                                       ii

ARTICLE X.
MISCELLANEOUS
         10.01    Amendments, Etc.............................................75
         10.02    Notices and Other Communications; Facsimile Copies..........76
         10.03    No Waiver; Cumulative Remedies..............................77
         10.04    Attorney Costs, Expenses and Taxes..........................77
         10.05    Indemnification by the Borrowers............................77
         10.06    Payments Set Aside..........................................78
         10.07    Successors and Assigns......................................78
         10.08    Confidentiality.............................................81
         10.09    Set-off.....................................................82
         10.10    Interest Rate Limitation....................................82
         10.11    Counterparts................................................82
         10.12    Integration.................................................82
         10.13    Survival of Representations and Warranties..................83
         10.14    Severability................................................83
         10.15    Foreign Lenders.............................................83
         10.16    Removal and Replacement of Lenders..........................84
         10.17    Judgment Currency...........................................85
         10.18    Economic and Monetary Union in the European Community.......85
         10.19    Borrowers' Agent............................................86
         10.20    Governing Law...............................................86
         10.21    Waiver of Right to Trial by Jury............................87

SCHEDULES

        1.01    Associated Costs
        5.03    Existing Subsidiaries
        5.04    Conflicts
        5.08    Litigation
        5.16    Environmental Matters
        5.20    Joint Ventures and Partnerships
        6.07    Insurance
        7.01    (ii)Existing Indebtedness
        7.02    (b)Existing Liens
        7.03    Existing Investments
       10.02    Eurocurrency and Domestic Lending Offices, Addresses for Notices

EXHIBITS

        A-1    Form of Committed Loan Notice
        A-2    Form of Foreign Currency Loan Notice
        B-1    Form of Bid Request
        B-2    Form of Competitive Bid
        C-1    Form of Borrowing Subsidiary Agreement
        C-2    Form of Borrowing Subsidiary Termination
        D-1    Form of Committed Loan Note
        D-2    Form of Bid Loan Note
        D-3    Form of Foreign Currency Loan Note
        E      Form of Compliance Certificate
        F      Form of Assignment and Acceptance
        G      Form of Guaranty
        H      Form of Opinion of Counsel
        I       Form of Allocation Notice	

FIVE-YEAR
REVOLVING CREDIT AGREEMENT
This FIVE-YEAR REVOLVING CREDIT AGREEMENT ("Agreement") is entered into as of October 6, 2000, among ANIXTER INC., a Delaware corporation ("Anixter"), the BORROWING SUBSIDIARIES (as defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK ONE, NA, as Syndication Agent, THE BANK OF NOVA SCOTIA, as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent.
The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE 1.
DEFINITIONS AND ACCOUNTING TERMSARTICLE 2.
ARTICLE 2.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:
"Absolute Rate" means a fixed rate of interest expressed in multiples of 1/100th of one basis point.
"Absolute Rate Loan" means a Bid Loan that bears interest at a rate determined with reference to an Absolute Rate.
"Accommodation Obligation", as applied to any Person, means any contractual obligation, contingent or otherwise, of that Person with respect to any Indebtedness or other obligation or liability of another, including, without limitation, any such Indebtedness, obligation or liability directly or indirectly guaranteed, supported by letter of credit, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make payment other than for value received. For purposes of interpreting any provision of this Agreement which refers to the amount of Accommodation Obligations of any Person, such provision shall be deemed to mean the maximum amount of such Accommodation Obligations or, in the case of an Accommodation Obligation to maintain solvency, assets, level of income or other financial condition, the amount of Indebtedness to which such Accommodation Obligation relates, or if less, the stated maximum, if any, in the documents evidencing such Accommodation Obligation. Notwithstanding anything to the contrary contained herein, the term "Accommodation Obligation" shall not be interpreted to include any letter of credit Obligations or any other Obligations hereunder guaranteed by Anixter or any other Guarantor.
"Administrative Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
"Administrative Agent's Office" means the Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to Anixter and the Lenders.
"Affiliate" means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote 20% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
"Agent/Arranger Fee Letter" has the meaning specified in Section 2.11(b).
"Agent-Related Persons" means the Administrative Agent (including any successor administrative agent), together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
"Aggregate Commitments" means US$390,000,000, as such amount may be reduced or adjusted from time to time in accordance with this Agreement.
"Aggregate Foreign Currency Commitments" means $75,000,000, as such amount may be reduced or adjusted from time to time in accordance with this Agreement.
"Agreement" means this Five-Year Revolving Credit Agreement.
"Agreement Accounting Principles" means GAAP as of the date of this Agreement together with any changes in GAAP after the date hereof which are not "Material Accounting Changes" (as defined below). If any changes in GAAP are hereafter required or permitted and are adopted by AXE or Anixter with the agreement of its independent certified public accountants and such changes result in a material change in the method of calculation of any of the financial covenants, restrictions or standards herein or in the related definitions or terms used therein ("Material Accounting Changes"), the parties hereto agree to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating Anixter's consolidated financial condition shall be the same after such changes as if such changes had not been made; provided, however, that no Material Accounting Change shall be given effect in such calculations until such provisions are amended in a manner reasonably satisfactory to the Required Lenders. If such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean GAAP as of the date of such amendment together with any changes in GAAP after the date of such amendment which are not Material Accounting Changes.
"Allocation Notice" means a written notice from the Arranger and Anixter to a Lender substantially in the form of Exhibit I setting forth such Lender's Commitment.
"Anixter" has the meaning assigned to that term in the preamble hereto.
"Anixter Distribution Stock Plan" means the Anixter Distribution Stock Option Plan dated as of January 1, 1993.
"Applicable Currency" means, with respect to any Loan, the currency in which such Loan is denominated.
"Applicable Margin" means the following percentages per annum, based upon the Debt Rating:
Applicable Margin

 Pricing     Debt Ratings        Facility fee                 Base Rate

 Level       S&P/Moody's/Fitch                Eurocurrency       +
                                                                 -
                                              Rate +
---------   ------------------- ------------ ----------      ---------

   1         $A-/A3                0.175%     0.575%            zero
   -         ------                ------     ------            ----
   2         BBB+/Baa1             0.20%      0.675%            zero
   -         ---------             -----      ------            ----
   3         BBB/Baa2              0.225%     0.775%            zero
   -         --------              ------     ------            ----
   4         BBB-/Baa3             0.25%      0.875%            zero
   -         ---------             -----      ------            ----
   5         BB+/Ba1               0.275%     1.100%            zero
   -         -------               ------     ------            ----
   6         <BB+/Ba1              0.325%     1.300%            zero
   -         --------              ------     ------            ----	

"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), (ii) if there are three Debt Ratings and no two Debt Ratings are at the same level, the intermediate Debt Rating shall apply, or
(iii) if there are three Debt Ratings and two Debt Ratings are at the same level, then the level with the two Debt Ratings shall apply. Initially, the Applicable Margin shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii). 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(k) 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.
"Arranger" means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.
"Assignment and Acceptance" means an Assignment and Acceptance substantially in the form of Exhibit F.
"Attorney Costs" means and includes all reasonable fees and disbursements of any law firm or other external counsel.
"Attributable Indebtedness" means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.
"Audited Financial Statements" means the audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 1999, and the related consolidated statements of income and cash flows for such fiscal year of the Consolidated Group.
"Available Foreign Currency" means (i) British Pounds Sterling, (ii) Euros and (iii) any other freely available currency which is freely transferable and freely convertible into US Dollars and in which dealings in deposits are carried on in the London interbank market, which shall be requested by Anixter and approved by each Lender.
"AXE" means Anixter International Inc., a Delaware corporation.
"Bank of America" means Bank of America, N.A.
"Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate." Such rate is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
"Base Rate Committed Loan" means a Committed Loan that is a Base Rate Loan.
"Base Rate Loan" means a Loan that bears interest based on the Base Rate.
"Benefit Plan" shall mean a defined benefit plan as defined in
Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which Anixter or any ERISA Affiliate is, or within the immediately preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA.
"Bid Borrowing" means a borrowing consisting of simultaneous Bid Loans of the same Type from each of the Lenders whose offer to make one or more Bid Loans as part of such borrowing has been accepted under the auction bidding procedures described in Section 2.03.
"Bid Loan" has the meaning specified in Section 2.03(a).
"Bid Loan Note" means a promissory note made by Anixter in favor of a Lender evidencing Bid Loans made by such Lender, substantially in the form of Exhibit D-2.
"Bid Request" means a written request for one or more Bid Loans substantially in the form of Exhibit B-1.
"Board" means the Board of Governors of the Federal Reserve System of the United States of America.
"Borrower" means Anixter and each Borrowing Subsidiary.
"Borrowing" means a Committed Borrowing, a Bid Borrowing or a Foreign Currency Borrowing, as the context may require.
"Borrowing Subsidiary" means any Foreign Subsidiary of Anixter named as such on the signature pages hereto or designated as a Borrowing Subsidiary by Anixter pursuant to Section 2.16.
"Borrowing Subsidiary Agreement" means a Borrowing Subsidiary Agreement substantially in the form of Exhibit C-1.
"Borrowing Subsidiary Termination" means a Borrowing Subsidiary Termination substantially in the form of Exhibit C-2.
"British Pounds Sterling" means the lawful currency of the United Kingdom of Great Britain and Northern Ireland. "Business Day" means any day other than a Saturday or Sunday or a day on which commercial banking institutions located in Charlotte, Chicago, New York or San Francisco are authorized or required by law or other governmental action to close and with respect to all notices, determinations, fundings and payments in connection with any Eurocurrency Rate Loan, any day that is also a day for trading by and between banks in the Applicable Currency in the applicable interbank eurocurrency market.
"Capital Lease" as applied to any Person, means any lease of any property (whether real, personal, or mixed) by that Person as lessee which, in conformity with Agreement Accounting Principles, is or should be accounted for as a capital lease on the balance sheet of that Person.
"Cash Equivalents" shall mean (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days after the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, then from such other nationally recognized rating services acceptable to the Administrative Agent) and not listed in Credit Watch published by S&P (or a similar publication of S&P or another nationally recognized rating service); (iii) commercial paper (other than commercial paper issued by AXE, Anixter or any Subsidiary of Anixter or any of their Affiliates), domestic and Eurodollar certificates of deposit, time deposits or bankers' acceptances, in any such case maturing no more than ninety
(90) days after the date of acquisition thereof and, at the time of the acquisition thereof, the issuer's rating on its commercial paper is at least A-1 or P-1 from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, then the highest rating from other nationally recognized rating services acceptable to the Administrative Agent); and (iv) commercial paper (other than commercial paper issued by AXE, Anixter or any Subsidiary of Anixter or any of their Affiliates), domestic and Eurodollar certificates of deposit, time deposits or bankers' acceptances, in any such case maturing no more than ninety (90) days after the date of acquisition thereof and, at the time of the acquisition thereof, the issuer is a Lender and has a rating on its commercial paper of at least A-2 or P-2 from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, then the equivalent rating from other nationally recognized rating services acceptable to the Administrative Agent), provided the amount of Cash Equivalents under this clause (iv) shall not at any time exceed US$5,000,000.
"Change of Control" shall occur if any "person," as such term is defined in
Section 13(d)(3) of the Securities Exchange Act, other than the Samuel Zell Group, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act), directly or indirectly, of 20% or more of the combined voting power of AXE's or Anixter's outstanding securities ordinarily having the right to vote at elections of directors, and such person at such time owns more of such combined voting power than the Samuel Zell Group. "Class" means the character of certain Loans as Committed Loans, Bid Loans or Foreign Currency Loans.
"Closing Date" means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of
Section 4.01(b), waived by the Person entitled to receive the applicable payment).
"Code" means the Internal Revenue Code of 1986.
"Commission" means the Securities and Exchange Commission or any Governmental Authority succeeding to the functions thereof.
"Commitment" means, as to each Lender, its obligation to (a) make Committed Loans to Anixter pursuant to Section 2.01 or (b) purchase participations in Foreign Currency Loans Obligations, and in an aggregate principal amount at any one time outstanding not to exceed the amount of such Commitment set forth in the Allocation Notice sent to such Lender.
"Committed Borrowing" means a borrowing consisting of simultaneous Committed Loans of the same Type and having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
"Committed Loan" has the meaning specified in Section 2.01.
"Committed Loan Note" means a promissory note made by Anixter in favor of a Lender evidencing Committed Loans made by such Lender, substantially in the form of Exhibit D-1.
"Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Committed Loans as the same Type, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1.
"Competitive Bid" means a written offer by a Lender to make one or more Bid Loans, substantially in the form of Exhibit B-2, duly completed and signed by such Lender.
"Compliance Certificate" means a certificate substantially in the form of Exhibit E.
"Computation Date" means the last Business Day of each calendar month, each date on which a Borrower borrows, converts or continues any Loan hereunder and each date on which the Dollar Equivalent principal amount of a Loan is required to be determined under this Agreement.
"Consolidated EBITDA" shall mean, for any period, for the Consolidated Group calculated in accordance with Agreement Accounting Principles, (i) Consolidated Net Income for such period taken as a single accounting period, plus (ii) the provision for depreciation and amortization expense of the Consolidated Group for such period, plus (iii) income taxes of the Consolidated Group for such period, and plus (iv) net interest expense of the Consolidated Group for such period; provided that there shall be excluded from Consolidated EBITDA any non-cash, non-operating gains or losses (including, without limitation, extraordinary or unusual gains or losses, gains or losses arising from the sale of capital assets or the sale of owned buildings and properties and other non-recurring gains or losses) during such period.
"Consolidated Fixed Charge Coverage Ratio" shall mean, for any period, the ratio of (a) the sum of Consolidated EBITDA and Rental Expense for such period to (b) the amount of Consolidated Fixed Charge Expense of the Consolidated Group for such period.
"Consolidated Fixed Charge Expense" shall mean, for any period, the cash interest expense (including the interest component of capital leases, the interest component of Synthetic Lease Obligations, facility fees, and fees for standby letters of credit, but excluding the interest accretion relating to the Subordinated LYONs Note) plus consolidated yield or discount accrued on the outstanding aggregate investment or principal amount of claims held by purchasers, assignees or other transferees of (or of interests in) receivables of Anixter and its Subsidiaries in connection with any Receivables Securitization Transaction (regardless of the accounting treatment of such Receivables Securitization Transaction) and Rental Expense of the Consolidated Group for such period calculated in accordance with Agreement Accounting Principles.
"Consolidated Funded Indebtedness" means, as of any date of determination, for the Consolidated Group on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations and liabilities, whether current or long-term, for borrowed money (including Obligations hereunder but excluding the Subordinated LYONs Note), (b) that portion of obligations with respect to capital leases that are capitalized in the consolidated balance sheet of the Consolidated Group, (c) the principal portion of Synthetic Lease Obligations,
(d) the outstanding aggregate investment or principal amount of claims held by purchasers, assignees or transferees of (or of interests in) receivables under Receivables Securitization Transactions, and (e) without duplication, all Accommodation Obligations with respect to Indebtedness of the type specified in subsections (a), (b), (c) and (d) above of Persons other than any Borrower or any Subsidiary.
"Consolidated Group" shall mean Anixter and each of its Subsidiaries.
"Consolidated Net Income" means, for any period, for the Consolidated Group on a consolidated basis, the net income of the Consolidated Group for that period, determined in accordance with Agreement Accounting Principles.
"Consolidated Net Worth" means, at a particular date, all amounts which would be included under shareholders' equity for the Consolidated Group determined in accordance with Agreement Accounting Principles. "Contaminant" means any pollutant, hazardous substance, hazardous chemical, toxic substance, hazardous waste or special waste, as those terms are defined in federal, state or local laws and regulations, radioactive material, petroleum, including crude oil or any petroleum-derived substance, or breakdown or decomposition product thereof, or any constituent of any such substance or waste, including but not limited to polychlorinated biphenyls and asbestos.
"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
"Credit Extension" means each of the following: a Committed Borrowing, Bid Borrowing or Foreign
Currency Borrowing.
"Customary Permitted Liens" means:
(A) Liens (other than Environmental Liens, Liens imposed under ERISA or Enforceable Judgments) for claims, taxes, assessments or charges of any Governmental Authority not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;
(B) statutory Liens of landlords, bankers, carriers, warehousemen, mechanics, materialmen and other Liens (other than Environmental Liens, Liens imposed under ERISA or Enforceable Judgments) imposed by law, arising in the ordinary course of business and for amounts which (A) are not yet due, (B) are not more than thirty (30) days past due as long as no notice of default has been given or other action taken to enforce such Liens, or (C) (1) are not more than thirty (30) days past due and a notice of default has been given or other action taken to enforce such Liens, or (2) are more than thirty (30) days past due, and, in the case of clause (1) or (2), are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;
(C) Liens (other than Environmental Liens, Liens imposed under ERISA or Enforceable Judgments) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of employment benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts;
(D) easements (including, without limitation, reciprocal easement agreements and utility agreements) rights-of-way, covenants, consents, rights of landlords, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property, which do not materially interfere with the ordinary conduct of the business of Anixter or any Subsidiary of Anixter;
(E) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and
(F) precautionary filings of financing statements in connection with assets that are not owned by Anixter or its Subsidiaries (including in connection with Operating Leases entered into in the ordinary course of business).
"Debt Rating" has the meaning set forth in the definition of "Applicable Margin."
"Debtor Relief Laws" means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
"Default" means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
"Default Rate" means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that (i) with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws, and (ii) with respect to a Foreign Currency Loan following the end of the relevant Interest Period therefor, the Default Rate shall be an interest rate equal to (a) the Foreign Overnight Rate plus (b) 2% per annum.
"Disposition" or "Dispose" means the sale, transfer, license or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
"Dollar Equivalent" means, with respect to a specified amount of any currency, the amount of US Dollars into which such amount of such currency would be converted, based on the applicable Spot Rate of Exchange.
"Domestic Subsidiaries" means Anixter-Real Estate, Inc., an Illinois corporation, Anixter Information Systems Corporation, an Illinois corporation, and Anixter Financial Inc., a Delaware corporation. "Eligible Assignee" has the meaning specified in Section 10.07(h).
"Enforceable Judgment" means a judgment or order as to which (a) Anixter has not demonstrated to the reasonable satisfaction of the Required Lenders that the Borrowers are covered by third-party insurance (other than retro-premium insurance) therefor and (b) the period, if any, during which the enforcement of such judgment or order is stayed shall have expired, it being understood that a judgment or order which is under appeal or as to which the time in which to perfect an appeal has not expired shall not be deemed an "Enforceable Judgment" so long as enforcement thereof is effectively stayed pending the outcome of such appeal or the expiration of such period, as the case may be; provided that if enforcement of a judgment or order has been stayed on condition that a bond or collateral equal to or greater than US$20,000,000 be posted or provided, such judgment or order shall immediately be an "Enforceable Judgment."
"Environmental Laws" means all Laws relating to environmental, health, safety and land use matters applicable to any property.
"Environmental Lien" means a Lien in favor of any Governmental Authority for (i) any liability of Anixter or any Subsidiary of Anixter under federal or state environmental laws or regulations, or (ii) damages from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.
"ERISA" means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto.
"ERISA Affiliate" means any (i) corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as Anixter or any of its Subsidiaries, (ii) partnership or other trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with Anixter or any of its Subsidiaries, and
(iii) member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as Anixter or any of its Subsidiaries, any corporation described in clause (i) above or any partnership or trade or business described in clause (ii) above.
"ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder (other than an event for which the 30-day notice period is waived), with respect to a Plan; (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by Anixter or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan;
(e) any Termination Event; or (f) the receipt by Anixter or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Anixter or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.
"Euro" has the meaning set forth in Section 10.18.
"Eurocurrency Bid Margin" means the margin above or below the Eurocurrency Rate to be added to or subtracted from the Eurocurrency Rate, which margin shall be expressed in multiples of 1/100th of one basis point.
"Eurocurrency Rate" means, for any Eurocurrency Rate Loan for any Interest Period,
(a) in the case of a Foreign Currency Loan in British Pounds Sterling, (i) the rate per annum which appears on the Reuters Screen LIBO Page as the London interbank offered rate for deposits in British Pounds Sterling at approximately 11:00 a.m. (London, England time) on the first day of such Interest Period for a term comparable to such Interest Period; provided that if more than one rate is specified on the Reuters Screen LIBO Page, the rate shall be the arithmetic mean of all such rates; or (ii) if for any reason the rate described in clause (i) is not available, the rate per annum (carried to five decimal places) determined by the Administrative Agent as the rate at which deposits in British Pounds Sterling in the approximate amount of such Foreign Currency Loan, and having a maturity comparable to such Interest Period, are offered by the Administrative Agent to major banks in the interbank market at approximately 11:00 a.m. (London, England time) on the first day of such Interest Period; and
(b) in the case of any other Eurocurrency Rate Loan, the rate per annum determined by the Administrative Agent as (i) the rate which appears on Telerate Page 3750 or the other appropriate Telerate Page (or any successor page) as the London interbank offered rate for deposits in the Applicable Currency at approximately 11:00 a.m. (London, England time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; or (ii) if for any reason the rate described in clause (i) is not available, the rate per annum which appears on the Reuters Screen LIBO Page as the London interbank offered rate for deposits in the Applicable Currency at approximately 11:00 a.m. (London, England time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided that if more than one rate is specified on the Reuters Screen LIBO Page, the rate shall be the arithmetic mean of all such rates (carried to five decimal places).
"Eurocurrency Rate Committed Loan" means a Committed Loan that bears interest at a rate based on the Eurocurrency Rate.
"Eurocurrency Rate Loan" means a Eurocurrency Rate Committed Loan, a Eurocurrency Rate Margin Bid Loan or Foreign Currency Loan bearing interest at a rate based on the Eurocurrency Rate.
"Eurocurrency Rate Margin Bid Loan" means a Bid Loan that bears interest a rate based upon the Eurocurrency Rate. "Event of Default" means any of the events or circumstances specified in Article VIII.
"Existing Credit Facility" means that certain Second Amended and Restated Credit Agreement dated as of September 6, 1996, as amended, among the Borrowers, the Guarantors, The Chase Manhattan Bank, as administrative agent, and a syndicate of lenders.
"Existing Indebtedness" means the Indebtedness of Anixter and any of its Subsidiaries reflected on Schedule 7.01(ii), but in any event excluding the Indebtedness evidenced by the Revolving Subordinated Notes.
"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
"Financial Officer" means, with respect to any Person, any of the chief financial officer, controller or treasurer of such Person and, with respect to Anixter shall include its Vice President-Finance.
"Financial Statement Delivery Date" means the 90th day following the end of the fourth Fiscal Quarter and the 45th day following the end of each other Fiscal Quarter, in each Fiscal Year.
"Fiscal Quarter" means a 13-week accounting period of the Borrowers ending on or about March 31, June 30, September 30 or December 31 of any Fiscal Year.
"Fiscal Year" means the fiscal year of the Borrowers, which shall be the annual accounting period of the Borrowers ending on the Friday closest to December 31 of each year.
"Fitch" means Fitch IBCA, Inc.
"Foreign Currency Borrowing" means a borrowing consisting of simultaneous Foreign Currency Loans of the same Available Foreign Currency from the Foreign Currency Lenders pursuant to Section 2.04.
"Foreign Currency Commitment" means, as to each Foreign Currency Lender, its obligation to make Foreign Currency Loans to the Borrowing Subsidiaries pursuant to Section 2.04, in an aggregate principal Dollar Equivalent amount at any one time outstanding not to exceed the amount of such Lender's Foreign Currency Commitment set forth in the Allocation Notice sent to such Foreign Currency Lender.
"Foreign Currency Lender" means each of Bank of America, Bank One, NA and The Bank of Nova Scotia.
"Foreign Currency Loan" means has the meaning specified in Section 2.04.
"Foreign Currency Loan Note" means a promissory note made by a Borrowing Subsidiary in favor of a Foreign Currency Lender evidencing Foreign Currency Loans made by such Foreign Currency Lender, substantially in the form of Exhibit D-3.
"Foreign Currency Loan Notice" means a notice of (a) a Foreign Currency Borrowing, or (b) a continuation of Foreign Currency Loans for a new Interest Period, pursuant to Section 2.05, which, if in writing, shall be substantially in the form of Exhibit A-2.
"Foreign Currency Participation Funding Notice" means a written notice from a Foreign Currency Lender informing the Administrative Agent that an Event of Default has occurred and is continuing and directing the Administrative Agent to notify all Lenders to fund their participations in the Foreign Currency Loans as provided in Section 2.06.
"Foreign Currency Pro Rata Share" means, with respect to each Foreign Currency Lender, the percentage (carried out to the ninth decimal place) of the Aggregate Foreign Currency Commitments set forth on such Lender's Allocation Notice, as such share may be adjusted as contemplated herein.
"Foreign Employee Benefit Plan" means any plan, program, policy, agreement or contract maintained or contributed to or for the benefit of employees or Anixter, any of its Subsidiaries or any ERISA Affiliate which is governed by the laws of a jurisdiction outside the United States of America.
"Foreign Lender" has the meaning specified in Section 10.15.
"Foreign Overnight Rate" means, for any day with respect to any amount in any currency (other than US Dollars), the rate of interest per annum at which overnight deposits in such currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day to major banks in the London or other applicable offshore interbank market by Bank of America's London Branch.
"Foreign Pension Plan" means any pension plan or other deferred compensation plan, program or arrangement maintained or contributed to or for the benefit of employees of Anixter, any of its Subsidiaries or any ERISA Affiliate, which, under the applicable local law, is required to be funded through a trust or other funding vehicle and which is governed by the laws of a jurisdiction outside the United States of America. "Foreign Subsidiaries" means Anixter Puerto Rico, Inc., Anixter Venezuela Inc., Anixter Thailand Inc., Anixter Philippines Inc. and any of Anixter's Subsidiaries which are incorporated in any jurisdiction outside of the United States, and their respective successors and assigns.
"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied.
"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.
"Guarantors" means (a) Anixter, AXE, and each Domestic Subsidiary, and (b) each Subsidiary that becomes a Guarantor as provided in Section 6.11.
"Guaranty" means the Guaranty made by the Guarantors in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit G (other than the Receivables Securitization SPV).
"Hedging Contracts" means interest rate, foreign currency or commodity exchange, swap, collar, cap, option, forward, futures or similar agreements entered into by Anixter or any of its Subsidiaries pursuant to which Anixter or such Subsidiary has hedged its interest rate, foreign currency or commodity exposure.
"Indebtedness" means, as to any Person at a particular time, all of the following (without duplication):
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) any direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), banker's acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations under any Hedging Contract in an amount equal to (i) if such Hedging Contract has been closed out, the termination value thereof, or
(ii) if such Hedging Contract has not been closed out, the mark-to-market value thereof determined on the basis of readily available quotations provided by any recognized dealer in such Hedging Contract;
(d) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(e) Capital Leases and Synthetic Lease Obligations;
(f) the outstanding aggregate investment or principal amount of claims held by purchasers, assignees or transferees of (or of interests in) receivables of such Person in connection with any Receivables Securitization Transaction; and
(g) all Accommodation Obligations of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person except for customary exceptions acceptable to the Required Lenders. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
"Indemnified Liabilities" has the meaning set forth in Section 10.05.
"Indemnitees" has the meaning set forth in Section 10.05.
"Interest Payment Date" means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.
"Interest Period" means (a) as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or (in the case of any Eurocurrency Rate Committed Loan) converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the related Borrower in its Committed Loan Notice, Bid Request or Foreign Currency Loan Notice, as the case may be; and (b) as to each Absolute Rate Loan, a period of not less than 14 days and not more than 180 days as selected by Anixter in its Bid Request; provided that:
(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(ii) any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(iii) no Interest Period shall extend beyond the scheduled Maturity Date.
"Investment" has the meaning assigned to that term in Section 7.03.
"IRS" means the United States Internal Revenue Service.
"Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
"Lender" has the meaning specified in the introductory paragraph hereto.
"Lending Office" means, as to any Lender, the office or offices of such Lender described as such on Schedule 10.02, or such other office or offices as a Lender may from time to time notify Anixter and the Administrative Agent.
"Leverage Ratio" means, as of any date of determination, for Anixter and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four Fiscal Quarters ending on such date, provided that, for purposes of calculating the Leverage Ratio, Consolidated EBITDA shall be calculated on a pro forma basis (in accordance with Article 11 of Regulation S-X of the Securities and Exchange Commission) to the extent necessary to give effect to (a) any acquisition made by Anixter or any Subsidiary during such period (without giving effect to any increase in Consolidated EBITDA reflecting projected synergies resulting from such acquisition) so long as, and to the extent that, (i) Anixter delivers to the Administrative Agent (which shall promptly deliver to each Lender) a summary in reasonable detail of the assumptions underlying, and the calculations made, in computing Consolidated EBITDA on a pro forma basis and
(ii) the Required Lenders do not object to such assumptions and/or calculations within 10 Business Days after receipt thereof; and (b) any divestiture of a Subsidiary, division or other operating unit made during such period.
"Liabilities and Costs" means all liabilities, claims, obligations, responsibilities, losses, damages, punitive damages, consequential damages, treble damages, charges, costs and expenses (including, without limitation, attorneys', experts' and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), Environmental Lien, Enforceable Judgment, charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable.
"Loan" means an extension of credit by a Lender to a Borrower under Article II in the form of a Committed Loan, Bid Loan or Foreign Currency Loan.
"Loan Documents" means this Agreement, each Note, the Guaranty, the Agent/Arranger Fee Letter, each Request for Credit Extension and each Compliance Certificate.
"Loan Parties" means, collectively, the Borrowers and the Guarantors.
"Margin Stock" has the meaning assigned to such term in Regulation G and Regulation U.
"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, assets, liabilities (actual or contingent), business, properties, financial condition or prospects of AXE, Anixter and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties (taken as a whole) to perform the obligations of all Loan Parties under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party or the rights and remedies of the Lenders under the Loan Documents.
"Material Transaction" means any sale, assignment, transfer, conveyance or other disposition of (i) assets of any member of the Consolidated Group or (ii) capital stock of any member of the Consolidated Group which, when combined with all such other sales, assignments, transfers, conveyances or other dispositions in the immediately preceding twelve-month period represents the disposition of an amount which is greater than ten percent (10.0%) of the Consolidated Group's
(x) assets or (y) revenues.
"Maturity Date" means (a) October 6, 2005, (b) such earlier date upon which the Commitments may be terminated in accordance with the terms hereof, or (c) such earlier date on or before which Anixter shall have repaid in cash US$50,000,000 or more in the aggregate of the principal amount of the Subordinated LYONs Note.
"Minimum Tranche" means (a) in the case of US Dollars, US$5,000,000 or a higher integral multiple of US$1,000,000; and (b) in the case of any Available Foreign Currency, an amount equal to US$5,000,000 or a higher integral multiple of 1,000,000 units of such currency.
"Moody's" means Moody's Investors Service, Inc.
"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years was, contributed to by Anixter or any ERISA Affiliate.
"Notes" means, collectively, the Committed Loan Notes, the Bid Loan Notes and the Foreign Currency Loan Notes.
"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding.
"Officers' Certificate" means, as to any corporation, a certificate executed on behalf of such corporation by a Financial Officer of such corporation.
"Operating Lease" means, as applied to any Person, any lease of any Property by that Person as lessee which is not a Capital Lease.
"Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the articles of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state of its formation, in each case as amended from time to time.
"Outstanding Amount" means with respect to Committed Loans, Bid Loans and Foreign Currency Loans on any date, the aggregate outstanding principal Dollar Equivalent amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans, Bid Loans and Foreign Currency Loans, as the case may be, occurring on such date.
"Participant" has the meaning specified in Section 10.07(d).
"PBGC" means the Pension Benefit Guaranty Corporation.
"Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Anixter or any ERISA Affiliate or to which Anixter or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.
"Permits" means any permit, approval, consent, authorization, license, variance, or permission required from a Governmental Authority under an applicable Requirement of Law.
"Permitted Existing Liens" means the Liens on any property of Anixter or any Subsidiary of Anixter, in each case reflected on Schedule 7.02(b).
"Person" means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, unincorporated organization, bank, business association, firm, joint venture or Governmental Authority.
"Plan" means an employee benefit plan defined in Section 3(3) of ERISA in respect of which either Anixter or any ERISA Affiliate is, or within the immediately preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA.
"Pro Rata Share" means, with respect to each Lender, the percentage (carried out to the ninth decimal place) that such Lender's Commitment comprises of the Aggregate Commitments, as such share may be adjusted as contemplated herein.
"Property" means with respect to any Person, any real or personal property, plant, building, facility, structure, equipment or unit, or other asset (tangible or intangible) owned, leased or operated by such Person.
"Put Event" means a "Put Event" under and as defined in Section 1010 of the Senior Note Indenture.
"Receivables Securitization SPV" means a special purpose entity that is a Subsidiary established for a Receivables Securitization Transaction.
"Receivables Securitization Transaction" means any sale, assignment or other transfer by Anixter or any Subsidiary of accounts receivable, lease receivables or other payment obligations owing to Anixter or such Subsidiary or any interest in any of the foregoing, together in each case with any collections and other proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or other property or claims in favor of Anixter or such Subsidiary supporting or securing payment by the obligor thereon of, or otherwise related to, any such receivables.
"Register" has the meaning set forth in Section 10.07(c).
"Release" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration from any Property into the indoor or outdoor environment, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Property.
"Remedial Action" means any action required to (i) clean up, remove, treat or in any other way address Contaminants in the indoor or outdoor environment;
(ii) prevent a Release or threat of Release or minimize the further Release of Contaminants so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care.
"Rental Expense" means, for any period, the total rental expense for Operating Leases of the Consolidated Group on a consolidated basis, as determined in accordance with Agreement Accounting Principles.
"Reportable Event" means any of the events set forth in Section 4043 of 
ERISA.
"Request for Credit Extension" means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to a Bid Loan, a Bid Request and (c) with respect to a Borrowing or continuation of Foreign Currency Loans, a Foreign Currency Loan Notice.
"Required Lenders" means, as of any date of determination, Lenders whose Voting Percentages aggregate more than 50%.
"Requirements of Law" means, as to any Person, the Organization Documents or other organizational or governing documents of such Person, and any law, rule or regulation, Permit, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its property is subject, including, without limitation, the Securities Act, the Securities Exchange Act, Regulation T, Regulation U and Regulation X, and any certificate of occupancy, zoning ordinance, building, environmental or land use, law, rule, regulation, ordinance or Permit or occupational safety or health law, rule or regulation.
"Responsible Officer" means the president, chief financial officer, treasurer or assistant treasurer of a Loan Party or such other person designated as such by any of the foregoing officers of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
"Restricted Payment" means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Anixter or any of its Subsidiaries, except a distribution of stock as part of a stock split and except a dividend payable solely in shares of that class of stock or in any junior class of stock to the holders of that class, provided that the issuance of such stock or junior class of stock is not an incurrence of Indebtedness, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Anixter or any of its Subsidiaries now or hereafter outstanding, (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Anixter or any of its subsidiaries now or hereafter outstanding, (iv) any payment of a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of any shares of the capital stock of Anixter or any of its Subsidiaries or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages or rescission, (v) any payment of tax-sharing payments, allocated corporate overhead (other than expenses paid to third parties by AXE on behalf of Anixter), guaranty fees or management fees to AXE or any of its Affiliates, and (vi) any payment in the nature of a loan from Anixter or any of its Subsidiaries to AXE or any of AXE's Subsidiaries (other than intercompany loans between Anixter or any of Anixter's Subsidiaries with each other as expressly permitted pursuant to this Agreement); provided, however, Restricted Payment shall not include (x) any payment of dividends by any Subsidiary of Anixter to Anixter or any other Subsidiary of Anixter, or (y) any redemption, retirement, purchase or other acquisition for value, direct or indirect, of any shares of capital stock of Anixter issued to its employees under and pursuant to the provisions of the Anixter Distribution Stock Plan pursuant to Section 7.03(iv)(b).
"Revolving Subordinated Note" means the demand promissory note from Anixter to AXE dated October 6, 2000, as the same may be amended, modified or supplemented.
"Same Day Funds" means (i) with respect to disbursements and payments in US Dollars, immediately available funds, and (ii) with respect to disbursements and payments in any other currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in such currency.
"Samuel Zell Group" means Samuel Zell or any of his affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act) or associates (as such term is defined in Rule 12b-2 of the Securities Exchange Act), and his heirs and beneficiaries.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
"Securities Act" means the Securities Act of 1933.
"Securities Exchange Act" means the Securities Exchange Act of 1934.
"Senior Note Indenture" means that certain Indenture dated as of September 9, 1996 among Anixter, AXE and The Bank of New York, as Trustee.
"Senior Notes" shall mean Anixter's Senior Notes due 2003, issued pursuant to the Senior Note Indenture in an amount not to exceed US$100,000,000.
"Solvent" means, when used with respect to any Person, that at the time of determination:
(i) the fair value of its assets (both at fair valuation and at present fair saleable value) is equal to or in excess of the total amount of its liabilities, including, without limitation, contingent liabilities; and
(ii) it is then able and expected to be able to pay its debts as they mature; and
(iii) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.
With respect to contingent liabilities (such as litigation, guarantees and pension plan liabilities), such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represent the amount which can reasonably be expected to become an actual or matured liability.
"Spot Rate of Exchange" means for any amount denominated in any currency other than US Dollars, an amount of US Dollars into which the Administrative Agent could convert such currency by using the applicable quoted spot rate as reported on the appropriate page of the Reuters Screen at 11:00 a.m. (London, England time) two Business Days preceding the day such determination is requested to be made.
"Subordinated LYONs Note" means the zero-coupon, convertible subordinated note dated October 6, 2000 of Anixter payable to AXE in the original principal amount of US$200,035,440.
"Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of Anixter.
"Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
"Tax Allocation Agreement" means that certain Tax Allocation Agreement between AXE and Anixter dated as of January 1, 1987 as initially supplemented by that certain Tax Allocation Agreement Supplement dated as of May 6, 1987, which Supplement has been superseded by that certain Tax Allocation Agreement Supplement dated as of May 20, 1992, as the same may be amended, restated, supplemented or otherwise modified from time to time (i) in any respect which does not (a) require Anixter to make any greater payments thereunder either in absolute amounts or percentage terms or (b) does not reduce either in absolute amounts or percentage terms the benefits to Anixter, without consent of all of the Lenders or (ii) otherwise with the consent of the Required Lenders.
"Termination Event" means a (i) Reportable Event with respect to any Benefit Plan; (ii) the withdrawal of Anixter of any ERISA Affiliate from a Benefit Plan during a plan year in which Anixter or such ERISA Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of ERISA; (iii) the imposition of an obligation of Anixter or any ERISA Affiliate under Section 4041 of ERISA to provide affected parties written notice of intent to terminate a Benefit Plan in a distress termination described in Section 4041(c) of ERISA;
(iv) the institution by the PBGC or any similar foreign governmental authority of proceedings to terminate a Benefit Plan or a Foreign Pension Plan, (v) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan; (vi) a foreign governmental authority shall appoint or institute proceedings to appoint a trustee to administer any Foreign Pension Plan; or
(vii) the partial or complete withdrawal of Anixter of any ERISA Affiliate from a Multiemployer Plan or a Foreign Pension Plan.
"364-Day Credit Agreement" means the 364-Day Revolving Credit Agreement dated as of the date hereof among the Borrowers, the lenders party thereto and Bank of America, as administrative agent.
"Total Outstandings" means at any time the aggregate principal amount (or Dollar Equivalent principal amount, as applicable) of all Loans.
"Transaction Costs" means the reasonable fees, costs and expenses payable by Anixter or any of its Subsidiaries pursuant hereto or in connection herewith or in respect hereof or of the other Loan Documents. "Transaction Documents" means the Loan Documents, the Tax Allocation Agreement, the Revolving Subordinated Note and the Subordinated LYONs Note.
"Type" means (a) with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan, (b) with respect to a Bid Loan, its character as an Absolute Rate Loan or a Eurocurrency Rate Margin Bid Loan and
(c) with respect to a Foreign Currency Loan, its character as a Loan in a particular currency bearing interest at a rate based on the Eurocurrency Rate or on the Foreign Overnight Rate.
"US Dollar Eurocurrency Rate Loans" means Committed Loans which are Eurocurrency Rate Loans and are denominated in US Dollars.
"US Dollars" or "US$" means dollars constituting legal tender for the payment of public and private debts in the United States of America.
"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 and Bid Loans, plus (B) such Lender's Pro Rata Share of the Outstanding Amount of Foreign Currency Loans, 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 Foreign Currency Loans required to be funded by it hereunder, such Lender's Voting Percentage shall be deemed to be -0-, and the respective Pro Rata Shares and Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of "Required Lenders" without regard to such Lender's Commitment or the outstanding amount of its Committed Loans, as the case may be.
ARTICLE 1.02 Other Interpretive Provisions .
(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(i) The words "herein" and "hereunder" and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(ii) Unless otherwise specified herein, Article, Section, Exhibit and Schedule references are to this Agreement.
(iii) The term "including" is by way of example and not limitation.
(iv) The term "documents" includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced. (b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including."
(c) Section headings herein and the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
ARTICLE 1.03 Accounting Terms . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
ARTICLE 1.04 Rounding . Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
ARTICLE 1.05 References to Agreements and Laws . Unless otherwise expressly provided herein, (a) references to agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
ARTICLE 1.06 Euro . In the event that pursuant to Section 10.18 hereof any amount is borrowed and repaid in the Euro rather than any particular Applicable Currency, then references to such Applicable Currency and all definitions related to or derived from a reference to such Applicable Currency shall be deemed to be, or be related to or derived from, references to the Euro, in the sole discretion of the applicable Lender, and shall be deemed modified to the extent necessary to effect the intent of this Agreement with respect to borrowings in such Applicable Currency.
ARTICLE 2. THE COMMITMENTS AND CREDIT EXTENSIONSARTICLE 3.
ARTICLE 3.01 Committed Loans.
Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a "Committed Loan") to Anixter 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 Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Foreign Currency Loans, shall not exceed such Lender's Commitment. Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, Anixter may borrow under this Section 2.01, prepay under Section 2.07, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
ARTICLE 3.02 Borrowings, Conversions and Continuations of Committed Loans .
(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Loans as the same Type shall be made upon Anixter's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, and (ii) on the requested date of any Committed Borrowing of Base Rate Loans. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of Anixter. Each Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Loans shall be in a principal amount of US$500,000 or a whole multiple of US$100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether Anixter is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Committed Loans as the same Type, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Anixter fails to specify a Type of Committed Loan in a Committed Loan Notice or if Anixter fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If Anixter requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by Anixter 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 Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 1:00 p.m., New York time, 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 Anixter in like funds as received by the Administrative Agent either by (i) crediting the account of Anixter 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 Anixter.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurocurrency Rate Loan. During the existence of a Default or Event of Default, no Committed Loans may be requested as, converted to or continued as Eurocurrency Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans be converted immediately to Base Rate Loans.
(d) The Administrative Agent shall promptly notify Anixter and the Lenders of the interest rate applicable to any Eurocurrency Rate Committed Loan upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Administrative Agent shall notify Anixter and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.
ARTICLE 3.03 Bid Loans.
(a) General. Subject to the terms and conditions set forth herein, each Lender agrees that Anixter may from time to time request the Lenders to submit offers to make loans (each such loan, a "Bid Loan") to Anixter prior to the Maturity Date pursuant to this Section 2.03; provided, however, that after giving effect to any Bid Borrowing, the aggregate Outstanding Amount of all Loans (including Bid Loans) shall not exceed the Aggregate Commitments. There shall not be more than ten different Interest Periods in effect with respect to Bid Loans at any time.
(b) Requesting Competitive Bids. Anixter may request the submission of Competitive Bids by delivering a Bid Request to the Administrative Agent not later than 12:00 noon, New York time, (i) one Business Day prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, or (ii) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Rate Margin Bid Loans. Each Bid Request shall specify (i) the requested date of the Bid Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of Bid Loans requested (which must be US$10,000,000 or a whole multiple of US$1,000,000 in excess thereof), (iii) the Type of Bid Loans requested, and (iv) the duration of the Interest Period with respect thereto, and shall be signed by a Responsible Officer of Anixter. No Bid Request shall contain a request for (i) more than one Type of Bid Loan or (ii) Bid Loans having more than three different Interest Periods. Unless the Administrative Agent otherwise agrees in its sole and absolute discretion, Anixter may not submit a Bid Request if it has submitted another Bid Request within the prior five Business Days.
(c) Submitting Competitive Bids.
(i) The Administrative Agent shall promptly notify each Lender of each Bid Request received by it from Anixter and the contents of such Bid Request.
(ii) Each Lender may (but shall have no obligation to) submit a Competitive Bid containing an offer to make one or more Bid Loans in response to such Bid Request. Such Competitive Bid must be delivered to the Administrative Agent not later than 9:30 a.m., New York time, (A) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, and (B) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Rate Margin Bid Loans; provided, however, that any Competitive Bid submitted by Bank of America in its capacity as a Lender in
response to any Bid Request must be submitted to the Administrative Agent not later than 9:15 a.m., New York time, on the date on which Competitive Bids are required to be delivered by the other Lenders in response to such Bid Request. Each Competitive Bid shall specify (A) the proposed date of the Bid Borrowing; (B) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the bidding Lender, (y) must be US$5,000,000 or in a whole multiple of US$1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (C) if the proposed Bid Borrowing is to consist of Absolute Rate Bid Loans, the Absolute Rate offered for each such Bid Loan and the Interest Period applicable thereto; (D) if the proposed Bid Borrowing is to consist of Eurocurrency Rate Margin Bid Loans, the Eurocurrency Bid Margin with respect to each such Eurocurrency Rate Margin Bid Loan and the Interest Period applicable thereto; and (E) the identity of the bidding Lender.
(iii) Any Competitive Bid shall be disregarded if it (A) is received after the applicable time specified in clause (ii) above, (B) is not substantially in the form of a Competitive Bid as specified herein, (C) contains qualifying, conditional or similar language, (D) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (E) is otherwise not responsive to such Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time required for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a revocation of the Competitive Bid that contained the manifest error. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in a Lender's Competitive Bid.
(iv) Subject only to the provisions of Sections 3.02, 3.03 and 4.02 and clause (iii) above, each Competitive
Bid shall be irrevocable.
(d) Notice to Anixter of Competitive Bids. Not later than 10:00 a.m., New York time, (i) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, or (ii) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Rate Margin Bid Loans, the Administrative Agent shall notify Anixter of the identity of each Lender that has submitted a Competitive Bid that complies with Section 2.03(c) and of the terms of the offers contained in each such Competitive Bid.
(e) Acceptance of Competitive Bids. Not later than 10:30 a.m., New York time, (i) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, and (ii) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Rate Margin Bid Loans, Anixter shall notify the Administrative Agent of its acceptance or rejection of the offers notified to it pursuant to Section 2.03(d). Anixter shall be under no obligation to accept any Competitive Bid and may choose to reject all Competitive Bids. In the case of acceptance, such notice shall specify the aggregate principal amount of Competitive Bids for each Interest Period that is accepted. Anixter may accept any Competitive Bid in whole or in part; provided that:
(i) the aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Bid Request;
(ii) the principal amount of each Bid Loan must be US$10,000,000 or in a whole multiple of US$1,000,000 in excess thereof;
(iii) the acceptance of offers may be made only on the basis of ascending Absolute Rates or Eurocurrency Bid Margins within each Interest Period; and
(iv) Anixter may not accept any offer that is described in Section 2.03(c)(iii) or that otherwise fails to comply with the requirements hereof.
(f) Procedure for Identical Bids. If two or more Lenders have submitted Competitive Bids at the same Absolute Rate or Eurocurrency Bid Margin, as the case may be, for the same Interest Period, and the result of accepting all of such Competitive Bids in whole (together with any other Competitive Bids at lower Absolute Rates or Eurocurrency Bid Margins, as the case may be, accepted for such Interest Period in conformity with the requirements of Section 2.03(e)(iii)) would be to cause the aggregate outstanding principal amount of the applicable Bid Borrowing to exceed the amount specified therefor in the related Bid Request, then, unless otherwise agreed by Anixter, the Administrative Agent and such Lenders, such Competitive Bids shall be accepted as nearly as possible in proportion to the amount offered by each such Lender in respect of such Interest Period, at such Absolute Rate or Eurocurrency Bid Margin, without regard to the requirements of Section 2.03(e)(ii).
(g) Notice to Lenders of Acceptance or Rejection of Bids. The Administrative Agent shall promptly notify each Lender having submitted a Competitive Bid whether or not its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof that is not accepted by Anixter by the applicable time specified in Section 2.03(e) shall be deemed rejected.
(h) Notice of Eurocurrency Rate. If any Bid Borrowing is to consist of Eurocurrency Margin Loans, the Administrative Agent shall determine the Eurocurrency Rate for the relevant Interest Period, and promptly after making such determination, shall notify Anixter and the Lenders that will be participating in such Bid Borrowing of such Eurocurrency Rate.
(i) Funding of Bid Loans. Each Lender that has received notice pursuant to
Section 2.03(g) that all or a portion of its Competitive Bid has been accepted by Anixter shall make the amount of its Bid Loan(s) available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 1:00 p.m., New York time, on the date of the requested Bid Borrowing. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to Anixter in like funds as received by the Administrative Agent.
(j) Notice of Range of Bids. After each Competitive Bid auction pursuant to this Section 2.03, the Administrative Agent shall notify each Lender that submitted a Competitive Bid in such auction of the ranges of bids submitted (without the bidder's name) and accepted for each Bid Loan and the aggregate amount of each Bid Borrowing.
ARTICLE 3.04 Foreign Currency Loan Commitment . Subject to the terms and conditions of this Agreement, each Foreign Currency Lender agrees to make loans
(each a "Foreign Currency Loan" and collectively the "Foreign Currency Loans")
in Available Foreign Currencies to the Borrowing Subsidiaries during the period from the Closing Date to the Maturity Date in a Dollar Equivalent amount at any time outstanding not to exceed the Aggregate Foreign Currency Commitments; provided that (i) the Total Outstandings shall not at any time exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of all Foreign Currency Loans of any Foreign Currency Lender shall not at any time exceed the Foreign Currency Commitment of such Foreign Currency Lender. Subject to the terms and conditions hereof, each Borrowing Subsidiary may borrow under this
Section 2.03, prepay under Section 2.07 and reborrow under this Section 2.03 from time to time.
ARTICLE 3.05 Procedure for Foreign Currency Borrowings .
(a) Each Foreign Currency Borrowing and each continuation of Foreign Currency Loans for a new Interest Period shall be made upon the applicable Borrowing Subsidiary's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, four Business Days prior to the requested date of any Foreign Currency Borrowing of, or continuation of Foreign Currency Loans. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Foreign Currency Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrowing Subsidiary. Each Foreign Currency Borrowing of, or continuation of Foreign Currency Loans shall be in a principal amount of the applicable Minimum Tranche. Each Foreign Currency Loan Notice (whether telephonic or written) shall specify
(i) whether such Borrowing Subsidiary is requesting a Foreign Currency Borrowing or a continuation of Foreign Currency Loans for a new Interest Period, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount and Available Foreign Currency of Foreign Currency Loans to be borrowed or continued, and (iv) the duration of the Interest Period with respect thereto. If such Borrowing Subsidiary fails to specify a new Interest Period in a Committed Loan Notice, then the applicable Foreign Currency Loans shall be continued for a new Interest Period of one month's duration.
(b) Following receipt of a Foreign Currency Loan Notice, the Administrative Agent shall promptly notify each Foreign Currency Lender of its Foreign Currency Pro Rata Share of the applicable Foreign Currency Loans. In the case of a Foreign Currency Borrowing, each Foreign Currency Lender shall make the amount of its Foreign Currency Loan available to the Administrative Agent in immediately available funds at the applicable office of the Administrative Agent specified for such Foreign Currency on Schedule 10.02 not later than 1:00 p.m., local time of such office, on the Business Day specified in the applicable Foreign Currency 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 Borrowing Subsidiary in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrowing Subsidiary 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 Borrowing Subsidiary.
(c) During the existence of a Default or Event of Default, the Required Lenders may demand that any or all of the then outstanding Foreign Currency Loans be converted immediately to Loans bearing interest at the applicable Foreign Overnight Rate.
(d) The Administrative Agent shall promptly notify Anixter and the Lenders of the interest rate applicable to any Foreign Currency Loan upon determination of such interest rate. The determination of the Eurocurrency Rate and Foreign Overnight Rate by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Foreign Currency Borrowings, and all continuations of Foreign Currency Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Foreign Currency Loans.
ARTICLE 3.06 Participations in Foreign Currency Loans.
(a) Each Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Foreign Currency Participation Funding Notice, to fund (or to cause an Affiliate to fund) its participation in, each outstanding Foreign Currency Loan in an amount equal to its Pro Rata Share of the amount of such Foreign Currency Loan.
(b) The Administrative Agent shall promptly notify each Lender of its receipt of a Foreign Currency Participation Funding Notice. Promptly (and in any event within three Business Days) upon receipt of such Notice, each Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of the Foreign Currency Lenders an amount in the applicable currencies and in Same Day Funds equal to its Pro Rata Share of all outstanding Foreign Currency Loans. If any Lender so notified fails to make available to the Administrative Agent for the account of the Foreign Currency Lenders the full amount of such Lender's participations in all Foreign Currency Loans by the date which is three Business Days after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Lender's obligations to fund such participations, from such date to the date such Lender pays such obligations in full, at a rate per annum equal to the Foreign Overnight Rate in effect from time to time during such period.
(c) From and after the date on which a Foreign Currency Lender has delivered to the Administrative Agent a Foreign Currency Participation Funding Notice, all funds received by the Foreign Currency Lenders in payment of the Foreign Currency Loans, interest accrued thereon and other amounts payable in respect thereof shall be delivered by each Foreign Currency Lender to the Administrative Agent, in the same funds as those received by such Foreign Currency Lender, to be distributed to all Lenders in accordance with their Pro Rata Shares (i.e., giving effect to the funding of participations pursuant to this Section 2.06), except that (i) the Pro Rata Share of such funds of any Lender that has not funded its participations as provided herein shall be retained by such Foreign Currency Lender, and (ii) interest accrued on any portion of any Foreign Currency Loan prior to the Lenders' funding of their respective participations therein shall be retained by such Foreign Currency Lender.
(d) If the Administrative Agent or any Foreign Currency Lender is required at any time to return to a Borrower, or to a trustee, receiver, liquidator or custodian, or any official in any bankruptcy or insolvency proceeding, any portion of any payment made by such Borrower to the Administrative Agent or such Foreign Currency Lender in respect of any Foreign Currency Loan or any interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of such Foreign Currency Lender the amount of its Pro Rata Share of the amount so returned by the Administrative Agent or such Foreign Currency Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Lender to the Administrative Agent, at a rate per annum equal to the Foreign Overnight Rate from time to time in effect.
(e) The Required Lenders, the Foreign Currency Lenders and the Administrative Agent may agree on any other reasonable method (such as making assignments of Foreign Currency Loans) for sharing the risks of Foreign Currency Loans ratably among all Lenders according to their Pro Rata Shares so long as such method does not materially disadvantage any Lender.
ARTICLE 3.07 Prepayments.
(a) Anixter may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed 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., New York time, (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 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 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 Pro Rata Share of such prepayment. If such notice is given by Anixter, Anixter 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 Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares.
(b) No Bid Loan may be prepaid without the prior consent of the applicable Lender. The Borrowing Subsidiaries may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Foreign Currency 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., New York time, four Business Days prior to any date of prepayment of Foreign Currency Loans; and (ii) any prepayment of Foreign Currency Loans shall be in a principal amount of the applicable Minimum Tranche. Each such notice shall specify the date and amount of such prepayment and the Foreign Currency Loans to be prepaid. The Administrative Agent will promptly notify each Foreign Currency Lender of its receipt of each such notice, and of such Foreign Currency Lender's Foreign Currency Pro Rata Share of such prepayment. If such notice is given by a Borrowing Subsidiary, such Borrowing Subsidiary 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 Foreign Currency Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Foreign Currency Loans of the Foreign Currency Lenders in accordance with their respective Foreign Currency Pro Rata Shares.
(c) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.
ARTICLE 3.08 Reduction or Termination of Commitments . Anixter may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or permanently reduce the Aggregate Commitments to an amount not less than the then Outstanding Amount of all Loans; 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 Commitments. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All facility fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
ARTICLE 3.09 Repayment of Loans.
(a) Anixter shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.
(b) Anixter shall repay each Bid Loan on the last day of the Interest Period in respect thereof. Each Borrowing Subsidiary shall repay to the Foreign Currency Lenders on the Maturity Date the aggregate principal amount of Foreign Currency Loans of such Borrower outstanding on such date.
ARTICLE 3.010 Interest.
(a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Committed Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Margin; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin; (iii) each Bid Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus (or minus) the Eurocurrency Bid Margin, or at the Absolute Rate for such Interest Period, as the case may be; and (iv) each Foreign Currency Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate for such Interest Period plus (B) the Applicable Margin.
(b) While any Event of Default exists or after acceleration, the Borrowers shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
ARTICLE 3.011 Fees.
(a) Facility Fee. Anixter shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a facility fee equal to the Applicable Margin times the actual daily amount of the Aggregate Commitments, regardless of usage. The facility fee 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. The facility fee 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 fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met.
(i) Arrangement and Agency Fees. Anixter shall pay an arrangement fee to the Arranger for the Arranger's own account, and shall pay an agency fee to the Administrative Agent for the Administrative Agent's own account, in the amounts and at the times specified in the letter agreement, dated July 26, 2000 (the "Agent/Arranger Fee Letter"), among Anixter, the Arranger and the Administrative Agent. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.
(ii) In addition, Anixter shall pay to the Administrative Agent for its own account an administration fee of US$3,000 for each Bid Request submitted to the Administrative Agent (whether or not any bids are submitted or accepted), which fee shall be due and payable on the date such Bid Request is submitted.
(b) Upfront Fee. Anixter shall pay to the Administrative Agent for the account of each Lender on the Closing Date an upfront fee equal to the amount provided for such Lender in its Allocation Notice. Such fee shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.
ARTICLE 3.012 Computation of Interest and Fees . Computation of interest on Base Rate Loans computed based on Bank of America's "prime rate" shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of interest on Foreign Currency Loans in British Pounds Sterling shall be calculated on the basis of a year of 365 days, and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day.
ARTICLE 3.013 Evidence of Debt . The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Loans. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of such Lender shall control. Upon the request of any Lender made through the Administrative Agent, such Lender's Loans may be evidenced by a Committed Loan Note and/or a Competitive Bid Note, as applicable, in addition to such accounts or records. Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of the applicable Loans and payments with respect thereto.
ARTICLE 3.014 Payments Generally.
(a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 12:00 noon, New York time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 12:00 noon, New York time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
(b) Subject to the definition of "Interest Period," if any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(d) Unless any Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if such Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and
(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the applicable Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Committed Loan, Bid Loan or Foreign Currency Loan, as the case may be, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon such Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder.
A notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error.
Upon any Lender failing to make such payment required to be made by such Lender under this Agreement, Anixter may remove or replace such Lender in accordance with Section 10.16.
(e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.
(f) The obligations of the Lenders hereunder to make Committed Loans and to fund participations in Foreign Currency Loans are several and not joint. The failure of any Lender to make any Committed Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan or purchase its participation.
(g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
ARTICLE 3.015 Sharing of Payments . If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans of any Class made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans of such Class made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Class of Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.
ARTICLE 3.016 Borrowing Subsidiaries . (a) Anixter may designate any Foreign Subsidiary as a Borrowing Subsidiary with the consent of the Administrative Agent. Upon the receipt and execution by the Administrative Agent of a Borrowing Subsidiary Agreement in the form of Exhibit C-1 executed by such Subsidiary and Anixter, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement.
(b) The obligation of each Foreign Currency Lender to make a Foreign Currency Loan on the occasion of the first Borrowing by each Borrowing Subsidiary is subject to the satisfaction of the condition that the Administrative Agent shall have received the following:
(i) a Foreign Currency Loan Note payable to each Foreign Currency Lender signed by such Borrowing Subsidiary;
(ii) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into and the validity with respect to such Borrowing Subsidiary of this Agreement and the other Loan Documents and any other matters relevant hereto (including an opinion 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 Agreement by such Borrowing Subsidiary.
(c) Any Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no Loans shall be outstanding to such Subsidiary and such Subsidiary and Anixter shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in the form of Exhibit C-2. Upon a Borrowing Subsidiary's liquidation, dissolution or disposal of to a person other than Anixter or any Subsidiary, all Loans outstanding to any Borrowing Subsidiary shall be due and payable and such Subsidiary shall no longer be entitled to obtain any extensions of credit hereunder.
ARTICLE 3.017 Currency Exchange Fluctuations . If on any Computation Date the Administrative Agent shall have determined that the then outstanding Dollar Equivalent principal amount of the Total Outstandings exceeds the Aggregate Commitments due to a change in applicable rates of exchange between US Dollars, on the one hand, and any Applicable Currency, on the other hand by an amount equal to or in excess of US$1,000,000, then the Administrative Agent shall give notice to Anixter that a prepayment is required under this Section, and the Borrowers agree thereupon to make prepayments of Loans such that, after giving effect to such prepayment, the Total Outstandings will not exceed the Aggregate Commitments.
ARTICLE 3.018 Participation Obligations Unconditional.
(a) Each Lender's obligation to purchase participation interests in Foreign Currency Loans pursuant to Section 2.06 shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, any Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default, a Default or a Material Adverse Effect; (c) any breach of this Agreement by any Borrower or any other Lender; (d) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which any Foreign Currency Loan is to be refunded or any participation interest in any Loan is to be purchased; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(b) Notwithstanding the provisions of subsection (a) above, no Lender shall be required to purchase a participation interest in a Foreign Currency Loan pursuant to Section 2.06 if, at least two Business Days prior to the making of such Foreign Currency Loan, the Administrative Agent and the Foreign Lenders received written notice from such Lender specifying that such Lender believed in good faith that one or more of the conditions precedent to the making of such Loan were not satisfied (and detailing its basis for such good faith belief) and, in fact, such conditions precedent to the making of such Loan were not satisfied at the time of the making of such Loan; provided that the obligation of such Lender to make such Loan and/or to purchase such participation interest shall be reinstated upon the earlier of (i) the date on which such Lender notifies the Administrative Agent that its prior notice has been withdrawn or
(ii) the date on which all conditions precedent to the making of such Foreign Currency Loan have been satisfied (or waived by the Required Lenders or all Lenders, as applicable).
ARTICLE 4. TAXES, YIELD PROTECTION AND ILLEGALITY
ARTICLE 4.01 Taxes.
(a) Any and all payments by any Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, such Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.
(b) In addition, each Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "Other Taxes").
(c) If any Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, such Borrower shall also pay to the Administrative Agent (for the account of such Lender) or to such Lender, at the time interest is paid, such additional amount that such Lender specifies as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have received if such Taxes or Other Taxes had not been imposed.
(d) Each Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection
(d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor. With respect to such deduction or withholding for or on account of Taxes and to confirm that all such Taxes have been paid to the appropriate Governmental Authorities, each Borrower shall promptly (and in any event not later than 30 days after receipt) furnish to each Lender and the Administrative Agent such certificates, receipts and other documents as may be required (in the judgment of such Lender or the Agent) to establish any tax credit to which such Lender or the Administrative Agent may be entitled. If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes as to which it has been indemnified by any Borrower pursuant to this Section 3.01, it shall promptly notify Anixter of such refund and shall, within 30 days after receipt of a request by Anixter (or promptly upon receipt, if Anixter has requested application for such refund pursuant hereto), repay such refund to the applicable Borrower (to the extent of amounts that have been paid by such Borrower under this Section 3.01 with respect to such refund and to the extent such refund has been received by such Lender or the Administrative Agent), net of all out-of-pocket expenses of such Lender and without interest (except to the extent such refund includes any interest); provided that the applicable Borrower, upon the request of such Lender or the Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent if such Lender or the Administrative Agent is required to repay such refund. Nothing contained in this clause (d) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
ARTICLE 4.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, US Dollars in the applicable offshore US Dollar market, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to Anixter through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and Anixter that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrowers shall also pay interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.
ARTICLE 4.03 Inability to Determine Rates . If the Administrative Agent determines (or in the case of clause (c) below, the Required Lenders determine) in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) US Dollar deposits are not being offered to banks in the applicable offshore US Dollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for such Eurocurrency Rate Loan, or (c) the Eurocurrency Rate for such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the Required Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly notify Anixter and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, any Borrower may revoke any pending request for a Committed Borrowing, conversion or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.
ARTICLE 4.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans .
(a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any material increase in the cost to such Lender of agreeing to make or making, funding or maintaining applicable Loans, or a material reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection
(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the applicable Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.
(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of materially reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the applicable Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.
(c) Each Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional costs on the unpaid principal amount of each Eurocurrency Rate Loan to such Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided such Borrower shall have received at least 15 days' prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.
(d) Concurrently with each payment of interest on any Eurocurrency Rate Loan, the applicable Borrower shall pay each Lender the Associated Costs referred to in Schedule 1.01, as applicable.
ARTICLE 4.05 Funding Losses . Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Loan of such Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or
(c) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by such Borrower pursuant to Section 10.16.
Such compensation shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, refinanced or not borrowed (which in the case of a Eurocurency Rate Loan will be assumed to be the Eurocurrency Rate applicable thereto) for the period from the date of such payment, prepayment, refinancing or failure to borrow or refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow or refinance, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed or refinanced for such period or Interest Period, as the case may be. The Borrowers shall pay each Lender the amount shown as due on any certificate delivered by such Lender claiming such compensation within ten (10) Business Days after the Borrowers' receipt of the same. Such Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by any Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore US Dollar interbank market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded.
ARTICLE 4.06 Matters Applicable to all Requests for Compensation.
(a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. Such certificate shall provide in reasonable detail the amount payable and the calculations used to determine such amount. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.
(b) Upon any Lender's making a claim for compensation under Section 3.01 or
Section 3.04, Anixter may remove or replace such Lender in accordance with
Section 10.16.
(c) Any Lender claiming any additional amounts payable pursuant to Section 3.01 or Section 3.04, or exercising its rights under Section 3.02, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by Anixter or to change the jurisdiction of its Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.
(d) If any Lender fails to notify Anixter and the Administrative Agent within 120 days of its actual knowledge of any such additional amount payable by a Borrower pursuant to Section 3.01 or 3.04(a) or (b) (the "Notice Date"), the Borrowers shall not be obligated to pay such additional amounts accruing during the period from the Notice Date until the date of delivery of such notice, provided, further, that the failure to give such notice shall not affect any Borrower's obligation to pay such additional amounts accrued prior to the Notice Date or after delivery of such notice.
ARTICLE 4.07 Survival . All of the Borrowers' obligations under this Article III shall survive termination of the Commitments and payment in full of all the other Obligations.
ARTICLE 5. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
ARTICLE 5.01 Conditions of Initial Credit Extension . The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders, the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrowers;
(ii) Committed Loan Notes executed by the Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) Bid Loan Notes executed by Anixter in favor of each Lender requesting such a Note, each in the principal amount of the Aggregate Commitments;
(iv) Foreign Currency Loan Notes executed by the Borrowers in favor of each Foreign Currency Lender requesting such a Note, each in the principal amount of the Aggregate Foreign Currency Commitments;
(v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party and authorizing the execution, delivery and performance by such Loan Party of the Loan Documents to which such Loan Party is a party;
(vi) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of formation (to the extent applicable in such jurisdiction), including certified copies of each Loan Party's Organization Documents and certificate of good standing (if applicable) and tax clearance certificates;
(vii) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 4.02(a) and
(b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;
(viii) an opinion of counsel to each Loan Party substantially in the form of Exhibit H;
(ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all outstanding obligations thereunder have been paid or are being paid in full; and
(x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
ARTICLE 5.02 Conditions to all Credit Extensions . The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Committed Loans as the same Type) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrowers contained in Article V, or which are contained in any document furnished at any time under or in connection herewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension.
(c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require.
Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Committed Loans as the same Type) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES
Each Borrower represents and warrants to the Administrative Agent and the Lenders that:
ARTICLE 6.01 Organization; Corporate Powers . AXE, Anixter and each Subsidiary of Anixter (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except those jurisdictions where the failure to be in good standing or to so qualify has not had or could not reasonably be expected to have a Material Adverse Effect, and
(iii) has all requisite corporate power and authority to own, operate and encumber its property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by the Transaction Documents.
ARTICLE 6.02 Authority.
(a) AXE, Anixter and each Subsidiary of Anixter party to any of the Transaction Documents has the requisite corporate power and authority to execute, deliver and perform its obligations under each of the Transaction Documents executed by it, or to be executed by it.
(b) The execution, delivery and performance (or filing or recording, as the case may be) of each of the Transaction Documents to which its party and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of AXE, Anixter and each Subsidiary of Anixter party thereto and no other corporate proceedings on the part of any such Person are necessary to consummate such transactions.
(c) Each of the Transaction Documents to which it is a party has been duly executed and delivered (or filed or recorded, as the case may be) by AXE, Anixter and each Subsidiary of Anixter party thereto, constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except as enforceabiltiy may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles), and is in full force and effect (unless terminated in accordance with the terms thereof).
ARTICLE 6.03 Subsidiaries . Anixter has no Subsidiaries other than those described in Schedule 5.03 and those, if any, which are permitted by Section 7.03 to be created after the Closing Date.
ARTICLE 6.04 No Conflict . The execution, delivery and performance of each Transaction Document to which it is party by AXE, Anixter and each Subsidiary of Anixter and each of the transactions contemplated thereby, do not and will not
(i) conflict with any Contractual Obligation of any such Person, any liability resulting from which would have or could be reasonably expected to have a Material Adverse Effect, or (ii) conflict with or violate such Person's certificate or articles of incorporation or by-laws or similar charter and constituting documents, or (iii) except as set forth on Schedule 5.04, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of any such Person, or require termination of any Contractual Obligation of any such Person, or (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the properties or assets of any such Person (other than Liens permitted pursuant to Section 7.02(b)), or (v) require any approval of stockholders of any such Person, unless such approval has been obtained.
ARTICLE 6.05 Governmental Consents . The execution, delivery and performance of each Transaction Document to which it is a party by AXE, Anixter and each Subsidiary of Anixter, and the transactions contemplated thereby do not and will not require any registration with, consent or approval of, or notice to, or other action with or by, any Governmental Authority, except filings, consents or notices which have been made, obtained or given and are in full force and effect. ARTICLE 6.06 Governmental Regulation . Neither AXE nor Anixter nor any of Anixter's Subsidiaries is subject to regulation under the Public Utility Holdings Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other statute or regulation of any Governmental Authority such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated hereby or by the other Transaction Documents is materially impaired.
ARTICLE 6.07 Financial Position.
(a) As of the Closing Date, all quarterly and annual financial statements of Anixter or of Anixter and any of its Subsidiaries delivered to the Administrative Agent and the Lenders (including the Audited Financial Statements) were prepared in conformity with GAAP (except as otherwise noted therein) and fairly present the financial position of Anixter or the consolidated financial position of Anixter and such Subsidiaries, as the case may be, as at the respective dates thereof and the results of operations and changes in cash flows for each of the periods covered thereby, subject, in the case of any unaudited interim financial statements to changes resulting from audit and normal year-end adjustments.
(b) All quarterly and annual financial statements of Anixter or of Anixter and any of its Subsidiaries delivered to the Administrative Agent on or prior to the date this representation is made or deemed made were prepared in conformity with GAAP (except as otherwise noted there) and fairly present the financial position of Anixter or the consolidated financial position of Anixter and such Subsidiaries, as the case may be as at the respective dates thereof and the results of operations and changes in cash flows for each of the periods covered thereby, subject, in the case of any unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments.
ARTICLE 6.08 Litigation; Adverse Effects.
(a) Except as set forth in Schedule 5.08 there is no action, suit, proceeding, investigation of any Governmental Authority or arbitration at law or in equity, or before or by any Governmental Authority, pending, or, to the best knowledge of such Borrower, threatened against AXE, Anixter or any Subsidiary of Anixter or any Property of any of them, which could be reasonably expected to result in any Material Adverse Effect.
(b) Neither AXE nor Anixter nor any Subsidiary of Anixter is (A) in violation of any applicable law which violation has or could reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, decree, order, rule or regulation of any court or Governmental Authority which has or could reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding or investigation pending or, to the knowledge of such Borrower, threatened against or affecting AXE, Anixter or any Subsidiary of Anixter which challenges the validity or the enforceability of any of the Transaction Documents.
ARTICLE 6.09 No Material Adverse Change . With respect to each of AXE, Anixter and Anixter and its Subsidiaries taken as a whole, there has occurred no event since December 31, 1999 which has or could reasonably be expected to have a Material Adverse Effect.
ARTICLE 6.010 Payment of Taxes . All United States Federal income and other material tax returns and reports of each Borrower and each Borrower's Subsidiaries required to be filed (including extensions) have been timely filed and all taxes, assessments, fees and other charges of Governmental Authorities thereupon and upon their respective properties, assets, income and franchises which are shown on such returns as being due and payable, have been paid when due and payable, except (i) taxes being contested in good faith by appropriate proceedings and that are reserved against in accordance with GAAP, (ii) taxes which are not yet delinquent, (iii) taxes which are payable in installments so long as paid before any penalty accrues with respect thereto and (iv) other taxes, assessments, fees and other charges or Governmental Authorities which do not exceed US$250,000 in the aggregate. Except as set forth in clauses (i) through (iv) above, such Borrower has no knowledge of any proposed tax assessment against Anixter or any of Anixter's Subsidiaries which could reasonably be expected to have a Material Adverse Effect.
ARTICLE 6.011 Performance . Neither AXE nor Anixter nor any Subsidiary of Anixter is in default in the performance, observance or fulfilment of any of the obligations, covenants or conditions contained in any Contractual Obligation applicable to it the effect of which could reasonably be expected to have a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute a default under such Contractual Obligation, except where the consequences, direct or indirect, of such default or defaults, if any, would not have and could not reasonably be expected to have a Material Adverse Effect.
ARTICLE 6.012 Securities Activities . Neither AXE nor Anixter nor any of Anixter's Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock and none will use, directly or indirectly, the proceeds of any Loan to purchase or carry Margin Stock.
ARTICLE 6.013 Disclosure . Subject to changes in facts or conditions which are required or permitted under this Agreement, the representations and warranties of AXE, each Borrower and each Subsidiary of each Borrower contained in the Transaction Documents, and all certificates and other documents delivered to the Administrative Agent in connection therewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.
ARTICLE 6.014 Requirements of Law . Each of AXE, Anixter and each Subsidiary of Anixter is in compliance with all Requirements of Law (including, without limitation, the Securities Act and the Securities Exchange Act, the applicable rules and regulations thereunder, and state securities laws) applicable to it and its business, where the failure to so comply would have or could be reasonably expected to have a Material Adverse Effect. ARTICLE 6.015 Patents, Trademarks, Permits, Etc. Anixter and each Subsidiary of Anixter owns, is licensed or otherwise has the lawful right to use, or has all permits and other approvals of Governmental Authorities, patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes used in or necessary for the conduct of its business as currently conducted which are material to its financial condition, business, operations, assets and prospects, individually or taken as a whole. The use of such permits and other approvals of Governmental Authorities, patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes by each Borrower or any such Subsidiary does not infringe on the rights of any Person, subject to such claims and infringements the existence of which do not have or could not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Transaction Documents will not impair the ownership of or rights under (or the license or other right to use, as the case may be) any permits and governmental approvals, patents, trademarks, service marks, trade names, copyrights, technology, know-how or processes by Anixter or any such Subsidiary in any manner which has or could reasonably be expected to have a Material Adverse Effect.
ARTICLE 6.016 Environmental Matters . Except as disclosed in Schedule 5.16 and except to the extent that a failure of any of the following representations to be true could not be reasonably expected to have a Material Adverse Effect,
(i) each of the operations of AXE, Anixter and its Subsidiaries comply in all respects with all applicable environmental, health and safety Requirements of Law; (ii) each of AXE, Anixter and its Subsidiaries has obtained all environmental, health and safety Permits necessary for its operations, all such Permits are in good standing and AXE, Anixter and its Subsidiaries are in compliance with all terms and conditions of such Permits; and (iii) (A) neither AXE, Anixter nor any Subsidiary of Anixter, nor any of their present Property or operations and (B) none of AXE's, Anixter's or its Subsidiaries' previously-owned Property or past operations is subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment.
ARTICLE 6.017 Employee Benefit Matters . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, the present value of all accumulated benefit obligations under all Pension Plans (based on the assumptions used by the Plans to determine benefit obligations on an ongoing basis) does not exceed the fair market value of all assets of such Plans. As of each date that this representation is made or deemed made, the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used by the Plans to determine benefit obligations on an ongoing basis) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than US$5,000,000 the fair market value of all of the assets of all such underfunded Plans.
ARTICLE 6.018 Solvency . Each Loan Party is Solvent after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents and the payment and accrual of all Transaction Costs with respect to any of the foregoing. ARTICLE 6.019 Assets and Properties . AXE, Anixter and each Subsidiary of Anixter has good title to all of the assets (tangible and intangible) owned by it, except for imperfections of title (including Liens to the extent permitted under Section 7.02(b)) which in the aggregate could not reasonably be expected to have a Material Adverse Effect, and all such assets are free and clear of all Liens, except as otherwise specifically permitted by the terms and provisions of this Agreement and the other Loan Documents. Substantially all of the assets and properties owned by, leased to or used by each Borrower or any Domestic Subsidiary of Anixter are in good repair, working order and condition, excepting ordinary wear and tear and are free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations.
ARTICLE 6.020 Joint Venture; Partnership . Except as set forth in Schedule 5.20 or as otherwise permitted in this Agreement, neither AXE nor Anixter nor any Subsidiary of Anixter is engaged in any partnership or material joint venture with any other Person.
ARTICLE 6.021 No Default . No Default or Event of Default exists.
ARTICLE 6.022 Restricted Payments . On or after the Closing Date, neither Anixter nor any Subsidiary of Anixter has directly or indirectly declared, ordered, paid or made or set apart any sum or property for any Restricted Payment or agreed to do so, except to the extent permitted pursuant to Section 7.05.
ARTICLE 6.023 Subsequent Funding Representations and Warranties . To induce each Lender and the Administrative Agent to enter into this Agreement and to make the Loans, each Borrower represents and warrants to each Lender and the Administrative Agent that the statements set forth in the preceding Sections of this Article V (except to the extent that such statements expressly are made only as of the Closing Date), are true, correct and complete in all material respects on and as of the date of each Borrowing after the Closing Date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are expressly required or permitted under this Agreement.
ARTICLE 7. AFFIRMATIVE COVENANTSARTICLE 8.
So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation shall remain unpaid or unsatisfied,
ARTICLE 8.01 Financial Statements . Each Borrower shall, and shall cause each of its material Subsidiaries to, maintain or cause to be maintained a system of accounting established and administered in accordance with sound business practices and consistent with past practice to permit preparation of financial
statements in conformity with GAAP and, if required by the terms of this Agreement, in conformity with Agreement Accounting Principles, and each of the financial statements described below shall be prepared from such system and records. Anixter shall deliver or cause to be delivered to the Administrative Agent and each Lender:
(a) Quarterly Reports. As soon as practicable, and in any event within forty-five (45) days after the end
of each of Anixter's Fiscal Quarters, on a consolidated basis for the Consolidated Group, each of the following:
(i) a balance sheet as of the end of such Fiscal Quarter and as of the end of the previous Fiscal Year; and
(ii) an income statement and a cash flow statement of such Fiscal Quarter and for the period from the beginning of the current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form and in reasonable detail the figures for the corresponding periods of the previous Fiscal Year;
all prepared by Anixter, together with a certification by one of Anixter's Financial Officers that they fairly represent the financial condition of the Persons covered thereby as at the dates indicated in accordance with GAAP, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes.
(b) Annual Reports. As soon as practicable, and in any event within ninety
(90) days after the end of each Fiscal Year on a consolidated basis for the Consolidated Group, annual financial statements consisting of a balance sheet, income statement and cash flow statement, setting forth in comparative form in each case the consolidated figures for the previous Fiscal Year all in reasonable detail, and accompanied by an opinion (unqualified as to scope or going concern and which is not adverse) thereon of Ernst & Young LLP or other firm of independent certified public accountants of recognized national standing regularly retained by Anixter and acceptable to the Administrative Agent, which report shall state that such financial statements present fairly the financial position of the Persons covered thereby as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (or, in the event of a change in accounting principles, such accountants' concurrence with such change) and that such firm's audit has been conducted in accordance with generally accepted auditing standards.
(c) Budget and Business Plan. Promptly upon completion, but in any event not later than seventy-five (75) days after the end of each Fiscal Year, on a consolidated basis for the Consolidated Group, a copy of the operating budget and projections by Anixter of the income statement, balance sheet and cash flow of the Consolidated Group, taken as a whole, for the next succeeding Fiscal Year of Anixter, all in form customarily prepared by Anixter's management, such operating budget and projected financial statements to be accompanied by a certificate of one of Anixter's Financial Officers to the effect that such operating budget and projected financial statements have been prepared on the basis believed by Anixter to be reasonable.
(d) Compliance Certificate; MD&A. Together with each delivery of the financial statements pursuant to subsections (a) and (b) above, (i) an Officers' Certificate of Anixter stating that the signers have reviewed the terms of this Agreement and the Loan Documents, and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Anixter and its Subsidiaries, during the accounting period covered by such financial statements, and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence, as at the date of the Officers' Certificate, of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Anixter has taken, is taking and proposes to take with respect thereto; (ii) a Compliance Certificate (A) demonstrating in reasonable detail compliance during and at the end of such accounting periods with the provisions set forth in Sections 7.05, and 7.15 through 7.19 and (B) reporting the Debt Ratings and based upon its calculations the Applicable Margin; and (iii) a written discussion and analysis by the management of Anixter of such financial statements.
(e) Accountant's Compliance Certificate. Simultaneously with the delivery of the financial statements referred to in subsection (b) above, a statement of the firm of independent certified public accountants which reported on such financial statements whether anything has come to their attention to cause them to believe that there existed on the date of such statements any Event of Default or Default.
(f) Report of Material Events. Promptly upon Anixter obtaining knowledge (A) of any condition or event which constitutes an Event of Default or Default, (B) of any condition or event which constitutes an event of default or which, with the giving of notice or lapse of time or both, would constitute an event of default under the Subordinated LYONs Note, the Senior Notes, the Senior Note Indenture or the Subordination Agreement, (C) of any condition or event which is required to be disclosed in a current report filed by Anixter with the Commission on Form 8-K, or (D) of any condition or event which has or could reasonably be expected to have a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition or event and what action Anixter has taken, is taking and proposes to take with respect thereto.
(g) Notice of Claims and Proceedings. (i) Promptly after learning thereof, notice of the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Anixter or any Subsidiary of Anixter involving claims in excess of US$10,000,000 except where the same is fully covered (other than any applicable co-insurance or deductible) by insurance (other than insurance in the nature of retro-premium insurance or other self insurance programs); and (ii) promptly upon learning thereof, notice of any investigation or proceeding before or by any Governmental Authority, the effect of which might limit, prohibit or restrict materially the manner in which Anixter or any Subsidiary of Anixter currently conducts its business or to declare any substance contained in the products manufactured or distributed by it to be dangerous, if such investigation or proceeding has or could reasonably be expected to have a Material Adverse Effect. (h) ERISA Matters. Prompt written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect, such written notice to describe such ERISA Event or Events and the action, if any, which Anixter or such ERISA Affiliate has taken, is taking and proposes to take with respect thereto.
(i) Publicly Distributed Information. On a timely basis, copies of all financial statements, reports and notices, if any, sent or made available generally by AXE or Anixter to the holders of its publicly-held securities, if any, or filed with the Commission, and of all press releases made available generally by AXE or Anixter to the public, if any, concerning material developments in the business of AXE, Anixter or any of Anixter's Subsidiaries.
(j) Notices regarding the Senior Note Indenture. (i) A copy of each notice or other written communication delivered by or on behalf of Anixter to any holder of Senior Notes or to the trustee under the Senior Note Indenture, such delivery to be made at the same time and by the same means as such notice or other written communication is delivered to such Person, (ii) a copy of each notice or other written communication is received by Anixter from the holders of or trustee for the Senior Notes, such delivery to be made promptly after such notice or other written communication is received by Anixter and (iii) notice of any material amendment or modification of, or supplement to, the Senior Note Indenture, including, without limitation, any supplement governing the issuance of any additional notes under the Senior Note Indenture.
(k) Debt Ratings. Promptly after learning thereof, (i) notice of the initial establishment of any of the Debt Ratings for Anixter and thereafter any change therein and (ii) a copy of each notice or other written communication received by Anixter from S&P, Moody's, Fitch or any other nationally recognized rating agency relating to any of the Debt Ratings.
(l) Other Information. Such other information respecting the financial condition of Anixter or any Subsidiary of Anixter, or their respective business, operations, assets, performance or prospects, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request, including, without limitation, financial projections, business plans and any information such Person's accountants may have prepared with respect to such Person's financial condition, its business, operations, assets, performance and prospects. The Administrative Agent and the Lenders shall treat any non-public information so obtained as confidential in accordance with Section 10.08 hereof.
ARTICLE 8.02 Environmental Notices . Anixter shall notify the Administrative Agent and each Lender in writing, promptly upon Anixter's learning thereof, of any of the following which, in each case or together, could reasonably be expected to result in a Material Adverse Effect:
(a) notice that any Property of Anixter or any Subsidiary of Anixter is subject to an Environmental Lien; or
(b) notice to Anixter or any Subsidiary of Anixter or awareness by Anixter or any Subsidiary of Anixter of a condition which could reasonably be expected to result in (1) a notice of violation of any environmental health or safety Requirement of Law or (2) any Liabilities and Costs with respect to any Release or threatened Release of any Contaminant into the environment.
ARTICLE 8.03 Corporate Existence, Etc. Each Borrower shall, and Anixter shall cause each of its Subsidiaries to, at all times, maintain its corporate existence and preserve and keep in full force and effect its rights and franchises, except as otherwise expressly permitted in Section 7.08 and except with respect to any Subsidiary which has no material assets or liabilities. Anixter shall promptly provide the Administrative Agent and each of the Lenders with a complete list of its Subsidiaries upon the occurrence of any change in the list set forth on Schedule 5.03 hereto with respect to Subsidiaries having assets in excess of US$1,000,000 individually or US$5,000,000 in the aggregate.
ARTICLE 8.04 Corporate Powers, Etc. Each Borrower shall, and Anixter shall cause each of its Subsidiaries to, qualify and remain qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified, except in those jurisdictions where the failure to so qualify does not have or could not reasonably be expected to have a Material Adverse Effect.
ARTICLE 8.05 Compliance with Laws . Each Borrower shall, and Anixter shall cause each of its Subsidiaries to, comply with all Requirements of Law, and all material contractual obligations affecting it or its business, properties, assets or operations, except where the failure so to comply does not have or could not reasonably be expected to have a Material Adverse Effect.
ARTICLE 8.06 Payment of Taxes and Claims . Each Borrower shall, and Anixter shall cause each of its Subsidiaries to, pay (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all material claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Customary Permitted Lien) upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above need to be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.
ARTICLE 8.07 Maintenance of Properties; Insurance . Each Borrower shall, and Anixter shall cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage, due to casualty or condemnation, all Property material to its operations and will make or cause to be made all appropriate repairs, renewals and replacements thereof. Each Borrower shall, and Anixter shall cause each of its Subsidiaries to, maintain with financially sound insurance companies, the insurance policies and programs, including, self-insurance retention levels, listed on Schedule 6.07 hereto (or substantially similar programs or policies and amounts or other programs, policies and amounts acceptable to the Required Lenders) insuring all Property and other assets material to the operations of Anixter and its Subsidiaries against loss or damage by fire, theft, burglary, pilferage and loss in transit and business interruption, together with such other hazards as are reasonably consistent with prudent industry practice, and maintain product and other liability insurance consistent with prudent industry practice with financially sound insurance companies licensed to do business in the states where such Property is located. Not later than sixty (60) days after the renewal, replacement or material modification of any policy or program, Anixter shall deliver or cause to be delivered to the Administrative Agent (in sufficient quantity for each of the Lenders, which the Administrative Agent shall promptly distribute to each Lender) a detailed schedule setting forth for each such policy or program: (a) the amount of such policy, (b) the risks insured against by such policy, (c) the name of the insurer and each insured party under such policy, and (d) the policy number of such policy.
ARTICLE 8.08 Inspection of Property; Books and Records; Discussions . Each Borrower shall permit, and Anixter shall cause each of its Subsidiaries to permit, any authorized representative(s) designated by any Lender or the Administrative Agent to visit and inspect any of its properties, including financial and accounting records, and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with its officers, employees, representatives, agents or independent certified public accountants, all upon reasonable notice and at such reasonable time and as often as may be reasonably requested. Each such visitation and inspection made by or on behalf of the Administrative Agent shall be at the Borrowers' expense. Any visitation and inspection made by or on behalf any Lender shall be at such Lender's expense.
ARTICLE 8.09 Maintenance of Permits . Each Borrower shall obtain and maintain, and Anixter shall cause each of its Subsidiaries to obtain and maintain, in full force and effect all licenses, franchises, Permits or other rights necessary for the operation of its business, except where the failure to obtain or maintain such licenses, franchises, Permits or rights does not have and could not reasonably be expected to have a Material Adverse Effect.
ARTICLE 8.010 Employee Benefit Matters . Each Borrower shall establish, maintain and operate, and Anixter shall cause each of its Subsidiaries to establish, maintain and operate, all Plans in all material respects in compliance with the applicable provisions of ERISA, the Code and all other applicable laws, and the regulations and interpretations thereunder, and the respective requirements of the governing documents for such Plans. Each Borrower shall, and Anixter shall cause each of its Subsidiaries and other ERISA Affiliates to, establish, maintain and operate all Foreign Employee Benefit Plans to comply in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such Foreign Employee Benefit Plans.
ARTICLE 8.011 Additional Guarantors . Upon the request of the Administrative Agent and/or the Required Lenders, Anixter will promptly cause each material Subsidiary that shall not then be a Guarantor under the Guaranty (other than (a) any Foreign Subsidiary (except as provided below), (b) any Receivables Securitization SPV or (c) any Subsidiary with no significant assets or operations) to execute and deliver to the Administrative Agent: an instrument satisfactory in form and substance to the Administrative Agent under which it shall undertake the obligations of a Guarantor, together with such evidence as the Administrative Agent may reasonably request as to the corporate power and authority of such Subsidiary to execute the foregoing instrument and perform its obligations thereunder. Notwithstanding the foregoing, if at any time the Administrative Agent, in its reasonable judgment, determines that the assets or operations of Anixter Puerto Rico, Inc., Anixter Philippines Inc., Anixter Thailand Inc. or Anixter Venezuela Inc. have become material, such Subsidiary shall execute and deliver the aforementioned documents to the Administrative Agent.
ARTICLE 8.012 Use of Proceeds . The proceeds of the Loans may be used for working capital, capital expenditures and other corporate purposes and to refinance Indebtedness under the Existing Credit Facility.
ARTICLE 9. NEGATIVE COVENANTSARTICLE 10.
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied:
ARTICLE 10.01 Indebtedness . No Borrower shall, and Anixter shall not permit any member of the Consolidated Group to, directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:
(i) the Obligations and the "Obligations" as defined in the 364-Day Credit Agreement;
(ii) the Existing Indebtedness;
(iii) the Senior Notes in an aggregate principal amount not to exceed US$100,000,000;
(iv) Indebtedness in respect of Accommodation Obligations permitted by
Section 7.04;
(v) Indebtedness of any Subsidiary to Anixter or any other Subsidiary;
(vi) Indebtedness of Anixter to any Subsidiary;
(vii)other unsecured Indebtedness of Anixter and its Subsidiaries, including without limitation subordinated indebtedness, which does not exceed in the aggregate US$375,000,000 at any one time outstanding.
(viii) the Subordinated LYONs Note;
(ix) Indebtedness arising under Receivables Securitization Transactions in an aggregate amount not exceeding US$350,000,000; and
(x) Indebtedness under Hedging Contracts permitted under Section 7.14;
provided that the aggregate principal amount of Indebtedness of all Subsidiaries owing to Persons other than to Anixter or another Subsidiary at any time (other than Indebtedness (i) in respect of the Obligations and the "Obligations" as defined in the 364-Day Credit Agreement and (ii) arising under Receivables Securitization Transactions) shall not exceed US$100,000,000.
ARTICLE 10.02 Sales of Assets; Liens.
(a) Limitation on Sales. No Borrower shall, and Anixter shall not permit any Subsidiary of Anixter to, directly or indirectly sell, assign, transfer, lease, convey or otherwise dispose of any properties or assets, including, without limitation, any capital stock of any Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, except for:
(i) sales of inventory in the ordinary course of business;
(ii) the disposition of obsolete equipment in the ordinary course of business;
(iii) sales by Anixter of stock of a Subsidiary held by it, in any transaction or series of related transactions not constituting a Material Transaction, individually or taken together;
(iv) sales, assignments, transfers, leases, conveyances or other dispositions of other assets, other than the stock of any Subsidiary, for cash consideration and for not less than fair market value which do not constitute a Material Transaction individually or in the aggregate (together with all sales of stock of any Subsidiary under clause (iii) above);
(v) sales, assignments, transfers, leases, conveyances or other dispositions of assets to Anixter or a Subsidiary;
(vi) transfers of assets to any Affiliate for less than fair market value to the extent such transfer constitutes a permitted Investment pursuant to
Section 7.03; and (vii) Receivables Securitization Transactions as to which the outstanding aggregate investment or principal amount of claims held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Receivables Securitization Transactions shall not at any time exceed in the aggregate US$350,000,000.
(b) Liens. No Borrower shall, and Anixter shall not permit any Subsidiary of Anixter to, directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any of its Property (including all capital stock of any Subsidiary of Anixter) except:
(i) Customary Permitted Liens;
(ii) Permitted Existing Liens;
(iii) Liens on assets of any joint venture described in Section 7.03(vi);
(iv) (A) Liens on Property existing at the time of acquisition thereof by Anixter or any of its Subsidiaries and not created in contemplation of such acquisition; and (B) Liens securing purchase money Indebtedness for Property to the extent the aggregate outstanding principal amount of such Indebtedness does not exceed US$20,000,000, is permitted under Section 7.01 and the value of the Property securing such Indebtedness approximates the amount of such Indebtedness;
(v) Liens with respect to judgments or attachments which do not result in an Event of Default or Default hereunder;
(vi) Liens on the assets of Foreign Subsidiaries which are not Borrowers; provided, the aggregate amount of Indebtedness secured by such Liens shall not exceed the Dollar Equivalent of US$50,000,000; and
(vii) Liens arising in connection with Receivables Securitization Transactions; provided that the outstanding aggregate investment or principal amount of claims held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Receivables Securitization Transactions shall not at any time exceed in the aggregate US$350,000,000.
ARTICLE 10.03 Investments . No Borrower shall, and Anixter shall not permit any of its Subsidiaries to, directly or indirectly make or commit to make any advance, loan, extension of credit or capital contribution, or purchase of any stock, bonds, notes, debentures or other securities or evidences of indebtedness of, or make any other investment in, any Person, including, without limitation, any Affiliate of Anixter (all such transactions being referred to as "Investments") except:
(i) Investments by Anixter or any of its Subsidiaries in Cash Equivalents;
(ii) Investments made prior to the date hereof and set forth on Schedule 7.03;
(iii) Investments arising from sales in the ordinary course of business on customary trade terms;
(iv) Investments constituting (a) loans by Anixter or any Subsidiary of Anixter to its employees in each case in the ordinary course of business not in excess of an aggregate amount of US$10,000,000 outstanding at any one time and
(b) in addition to the loans permitted pursuant to clause (a), loans by Anixter to its employees concurrent with the exercise of an option for the purchase of capital stock of Anixter pursuant to the Anixter Distribution Stock Plan, which loans shall: (1) be in an amount not to exceed the lesser of (A) US$15,000,000 in the aggregate and (B) the sum of (i) the exercise price with respect to the stock being purchased plus (ii) the amount of tax withheld on the difference between ---- the exercise price with respect to such stock and the fair market value of such stock on the date of exercise of such option; and (2) be secured by a pledge in favor of Anixter of the capital stock so purchased;
(v) Investments in connection with the acquisition by Anixter or any Subsidiary of substantially all of the assets or all of the capital stock of any Person not in excess of an individual amount of US$75,000,000 or an aggregate amount of US$150,000,000 over the term of this Agreement (in each case, exclusive of the value of any capital stock of Anixter or AXE given in connection with any such acquisition);
(vi) Investments in any joint ventures and Investments in connection with the purchase of any other Person's interest in any such joint ventures, which do not exceed US$25,000,000 in the aggregate outstanding at any one time;
(vii) Investments (other than those set forth on Schedule 7.03) in notes receivable received in connection with transactions permitted pursuant to
Section 7.02(a)(vii); provided, the aggregate amount of such Investments at any one time outstanding shall not exceed US$275,000,000;
(viii) Investments by Anixter in any Subsidiary of Anixter;
(ix) Investments by any Subsidiary of Anixter in Anixter or in any other Subsidiary of Anixter;
(x) Investments constituting loans permitted by Section 7.01(vi) or Accommodation Obligations permitted under Section 7.04; and
(xi) other Investments not to exceed US$10,000,000 in the aggregate outstanding at any time.
Notwithstanding anything to the contrary contained in this Section 7.03, neither Anixter nor any Subsidiary of Anixter shall acquire more than twenty percent (20%) of the capital stock of any Person in a transaction that has not been approved by such Person's board of directors.
ARTICLE 10.04 Accommodation Obligations . No Borrower shall, and Anixter shall not permit any Subsidiary of Anixter to, directly or indirectly, create or become or be liable with respect to any Accommodation Obligation involving Indebtedness of AXE or any Affiliate of AXE which is not a Subsidiary of Anixter. In addition, no Borrower shall, and Anixter shall not permit any Subsidiary to, directly or indirectly, create or become or be liable with respect to any Accommodation Obligation except:
(i) guaranties resulting from endorsement of negotiable instruments for collection in the ordinary course of business;
(ii) Accommodation Obligations arising in connection with the Transaction Documents;
(iii) Accommodation Obligations of Anixter arising in connection with the issuance of Canadian rate reset bonds by a Canadian Subsidiary of Anixter in an aggregate principal amount not to exceed the Dollar Equivalent of US$5,000,000;
(iv) Accommodation Obligations by Anixter with respect to lessees' obligations to third-party lessors under leases of Property purchased from Anixter and its Subsidiaries, in an aggregate amount not to exceed US$5,000,000;
(v) Accommodation Obligations of Anixter and its Subsidiaries arising in connection with Hedging Contracts entered into with any of the Lenders; and
(vi) other Accommodation Obligations by Anixter and its Subsidiaries in an aggregate amount outstanding at any time not to exceed the Dollar Equivalent of Seventy Five Million Dollars (US$75,000,000); provided, however, that no such Accommodation Obligations shall be entered into or incurred after the occurrence and during the continuance of an Event of Default or Default.
ARTICLE 10.05 Restricted Payments . No Borrower shall, and Anixter shall not permit any Subsidiary of Anixter to, directly or indirectly declare or make any Restricted Payment, except:
(i) payments of dividends by Anixter to AXE or redemption, retirement, purchase or other acquisition for value, direct or indirect, of any shares of capital stock of Anixter issued to AXE or prepayments, redemption or defeasance of subordinated debt, provided: (a) at the time thereof and after taking into account the payment thereof, no Event of Default or Default exists or is pending, whether or not such Event of Default or Default has been reported to the Administrative Agent; and (b) the aggregate amount of such dividends, redemptions, retirements, purchases or other acquisitions, prepayments, redemptions and defeasance does not exceed US$100,000,000 plus fifty percent (50%) of the Consolidated Net Income for the period from September 30, 2000 to the date of such calculation; and
(ii) payments by Anixter to AXE under the Tax Allocation Agreement provided: (a) no such payments shall be made at any time with respect to the income (whether trade or business income or passive income) of Anixter's Foreign Subsidiaries unless Anixter has received a like amount from such Foreign Subsidiaries, (b) no such payments shall be made at any time to the extent such payments are not in an amount substantially the same as the amount of federal and state taxes which would be due and payable by Anixter and the corporations (with Anixter, collectively the "Borrower Group") which would be members of the "affiliated group" (as defined in Section 1504 of the Code) of which Anixter would be the common parent if Anixter were not a member of the AXE affiliated group (as so defined) (the "AXE Group") if the Borrower Group filed a separate consolidated federal income tax return and separate consolidated or combined state income tax returns, (c) no such payments shall be made at any time an Event of Default or Default exists or is pending, whether or not such Event of Default or Default has been reported to the Administrative Agent, to the extent such payments exceed the lesser of (1) the amount of federal and state taxes which would be due and payable by the Borrower Group, if the Borrower Group filed a separate consolidated federal income tax return and separate consolidated or combined state income tax returns and (2) the amount of the tax liability actually incurred and paid by the AXE Group; and (d) no such payment shall be made after the occurrence of an Event of Default under Section 8.01(f) or 8.01(g).
ARTICLE 10.06 Conduct of Business . No Borrower shall, and Anixter shall not permit any of its Subsidiaries to, directly or indirectly engage in any business other than the business engaged in by Anixter and all of its Subsidiaries on the date hereof and any business activities substantially similar or related thereto. No Borrower shall, and Anixter shall not permit any of its Subsidiaries to, enter into any interest rate, commodity, or foreign currency exchange, swap, collar, cap, option, forward, futures or similar agreements other than Hedging Contracts.
ARTICLE 10.07 Transactions with Affiliates . No Borrower shall, and Anixter shall not permit any other Subsidiary to, directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any of its Affiliates that are not Subsidiaries of Anixter on terms that are less favorable to it than those fair and reasonable terms that might be obtained in a comparable arms-length transaction at the time (other than payments to AXE in respect of directors' fees and reasonable allocated expenses not to exceed US$3,000,000 per year in the aggregate).
ARTICLE 10.08 Restriction on Fundamental Changes.
(a) No Borrower shall, and Anixter shall not permit any of its Subsidiaries to, directly or indirectly enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or Property, whether now or hereafter acquired, except:
(i) as otherwise permitted under Section 7.02(a); and
(ii) any Subsidiary may merge into or convey, sell, lease or transfer all or substantially all of its assets to Anixter or any other Subsidiary of Anixter.
(b) No Borrower shall, and Anixter shall not permit its Subsidiaries to, acquire by purchase or otherwise any property or assets of, or stock or other evidence of beneficial ownership of, any Person, except in the ordinary course of its business or to the extent permitted pursuant to Section 7.03.
ARTICLE 10.09 Employee Benefit Matters . No Borrower shall, and Anixter shall not permit any of its ERISA Affiliates to do any of the following which, individually, or in the aggregate, could reasonably be expected to result in a Material Adverse Effect:
(i) Engage in any prohibited transaction described in Section 406 of ERISA or 4975 of the Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the DOL;
(ii) permit to exist any accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 of the Code), whether or not waived;
(iii) fail to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any Benefit Plan;
(iv) terminate any Benefit Plan in a distress termination under Section 4041(c) of ERISA which would result in any liability to Anixter or any ERISA Affiliate;
(v) fail to make any contribution or payment to any Multiemployer Plan which Anixter or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any law pertaining thereto;
(vi) fail to pay any required installment or any other payment required under Section 412 of the Code on or before the due date for such installment or other payment;
(vii) amend a Plan resulting in an increase in current liability for the plan year such that Anixter or any ERISA Affiliate is required to provide security to such Plan under Section 401(a)(29) of the Code;
(viii) permit any unfunded liabilities with respect to any Foreign Pension Plan to exist; or
(ix) fail to pay any required contribution or payment to a Foreign Pension Plan on or before the date for such required installment or payment.
ARTICLE 10.010 Environmental Liabilities . No Borrower shall, and Anixter shall not permit any of its Subsidiaries to, become subject to any Liabilities and Costs which could reasonably be expected to have a Material Adverse Effect and which arise out of or are related to (a) the Release or threatened Release at any location of any Contaminant into the environment, or any Remedial Action in response thereto, or (b) any violation of any environmental, health and safety Requirements of Law.
ARTICLE 10.011 Margin Regulations . No portion of the proceeds of any credit extended under this Agreement shall be used in any manner which might cause the extension of credit or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other regulation of the Federal Reserve Board or to violate the Securities Exchange Act or the Securities Act, in each case as in effect on the date or dates of such Borrowing and the use of such proceeds.
ARTICLE 10.012 Change of Fiscal Year . No member of the Consolidated Group shall change its fiscal year, except that any Subsidiary of Anixter may conform its fiscal year to Anixter's Fiscal Year.
ARTICLE 10.013 Modification of the Subordinated LYONs Note, the Revolving Subordinated Note or Senior Note Indenture; Issuance of Additional Senior Notes
. Anixter shall not amend, modify or supplement the Subordinated LYONs Note, the Revolving Subordinated Note or the Senior Note Indenture without five Business Days' prior written notice to the Administrative Agent or in any manner materially adverse to the Lenders, or issue additional senior notes pursuant to the Senior Note Indenture which have covenants or other undertakings by Anixter that are materially less favorable to Anixter than the covenants and undertakings set forth in the Senior Note Indenture.
ARTICLE 10.014 Hedging Contracts . No Borrower shall, and Anixter shall not permit any of its Subsidiaries to, enter into any Hedging Contract other than in the ordinary course of its business to hedge actual interest rate, foreign currency or commodity exposure.
ARTICLE 10.015 Receivables Securitization Transactions . No Borrower shall, and Anixter shall not permit any Subsidiary to, permit the outstanding aggregate investment or principal amount of claims held by purchasers, assignees or transferees of (or of interests in) receivables of Anixter and its Subsidiaries in connection with Receivables Securitization Transactions to exceed a Dollar Equivalent amount of US$350,000,000.
ARTICLE 10.016 Minimum Consolidated Net Worth . No Borrower shall permit Consolidated Net Worth at any time to be less than (i) US$375,000,000 plus (ii) fifty percent (50%) of Consolidated Net Income of the Consolidated Group in each Fiscal Quarter ending after September 30, 2000 (with no deduction for a net loss in any such Fiscal Quarter).
ARTICLE 10.017 Maximum Leverage Ratio . No Borrower shall permit the Leverage Ratio as of the end of any Fiscal Quarter set forth below to be greater than the ratio set forth below opposite such Fiscal Quarter:
Fiscal Quarters Ending Maximum Leverage Ratio
Closing Date through Sept. 30, 2001 3.50:1 December 31, 2001 through March 31, 2003 3.25:1 June 30, 2003 and each Fiscal Quarter thereafter 3.00:1
| ARTICLE 1.01 Minimum Consolidated Fixed Charge Coverage Ratio . No Borrower shall permit the Consolidated Fixed Charge Coverage Ratio calculated at the end of each Fiscal Quarter for the period of the immediately preceding four Fiscal Quarters to be less than (a) 2.00 to 1 for any period ending prior to December 31, 2001, (b) 2.50 to 1 for any period ending on or after December 31, 2001 but prior to June 30, 2003, and (c) 3.0 to 1 for any period ending on or after June 30, 2003.
ARTICLE 1.02 Capital Expenditures . No Borrower shall and Anixter shall not permit any of its Subsidiaries to, in any Fiscal Year, purchase, invest in or otherwise acquire, including by Capital Leases, additional Property, plant and equipment or other fixed assets which capital expenditures, net of dispositions of fixed assets during such Fiscal Year (determined based upon the lesser of the book value of such disposed assets or the net cash proceeds received), exceed the sum of US$50,000,000 in the aggregate plus the difference, if positive, between (1) the maximum aggregate amount of such capital expenditures permitted pursuant to this Section 7.19 for the immediately preceding Fiscal Year and (2) the aggregate amount of actual capital expenditures for such preceding Fiscal Year.
ARTICLE 1.03 Calculation of Financial Covenants . All financial covenants in this Article VII shall be calculated after the elimination of the minority interest in any Subsidiaries which are not wholly-owned Subsidiaries.
ARTICLE 2. EVENTS OF DEFAULT AND REMEDIES ARTICLE 3.
ARTICLE 3.01 Events of Default. Any of the following shall constitute an
Event of Default:
(a) Failure to Make Payments When Due. Any Borrower shall fail (i) to pay when due any principal of any Obligation, or (ii) to pay when due any interest on any Obligation, or any fee or other amount payable under this Agreement or any of the other Loan Documents and such failure under this clause (ii) shall continue for three (3) calendar days.
(b) Breach of Certain Covenants. Any Borrower or any Subsidiary of any Borrower shall fail duly and punctually to perform or observe any agreement, covenant or obligation under Sections 6.01 (other than clauses (c), (e), (h), and (i) thereof), 6.03, 6.07, 6.12 or under Article VII (other than Section 7.09 thereof).
(c) Breach of Representation or Warranty. Any representation or warranty made or deemed made by any Borrower or any Guarantor to the Administrative Agent or any Lender herein or by Anixter or any Subsidiary of Anixter in any of the other Loan Documents or in any written statement or certificate at any time given by Anixter or any Subsidiary of Anixter pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made or deemed made.
(d) Other Defaults. Anixter or any Subsidiary of Anixter shall fail duly and punctually to perform or observe any agreement, covenant or obligation arising under this Agreement (except those described in Sections 8.01(a), (b) and (c)) or under any of the other Loan Documents, and such failure shall continue for fifteen (15) days (or, in the case of Loan Documents other than this Agreement, any longer period of grace expressly set forth therein).
(e) Default as to Other Indebtedness. AXE, Anixter or any Subsidiary of Anixter shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any Indebtedness of such Person, other than any of the Obligations, if the aggregate outstanding amount of all such Indebtedness owed by all such parties (without duplication) is US$25,000,000 or more, or any breach, default or event of default shall occur, or any other event shall occur or condition shall exist, under any instrument, agreement or indenture pertaining thereto, if the effect thereof is to accelerate, or permit the holder(s) of such Indebtedness to accelerate, the maturity of any such Indebtedness, or any such Indebtedness shall be declared to be due and payable or required to be prepaid or mandatorily redeemed (other than by a regularly scheduled required prepayment prior to the stated maturity thereof); or the holder of any Lien, in any amount, shall commence foreclosure of such Lien upon property of AXE, Anixter or any Subsidiary of Anixter having a book or fair market value in excess of US$25,000,000 in the aggregate.
(i) Involuntary Bankruptcy; Appointment of Receiver, Etc. An involuntary case shall be commenced against AXE, Anixter or any Borrowing Subsidiary, or against any Subsidiary of Anixter with assets in excess of US$5,000,000, and the petition shall not be dismissed within sixty (60) days after commencement of the case, or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of AXE, Anixter, any Borrowing Subsidiary or any Subsidiary of Anixter with assets in excess of US$5,000,000 in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect, or any other similar relief shall be granted under any applicable federal, state or foreign law.
(ii) A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any of AXE, Anixter, any Borrowing Subsidiary or any Subsidiary of Anixter with assets in excess of US$5,000,000, or over all or a substantial part of the property of any such Person, shall be entered, or an interim receiver, trustee or other custodian of AXE, Anixter, any Borrowing Subsidiary or any Subsidiary of Anixter with assets in excess of US$5,000,000, or of all or a substantial part of any such Person's Property, shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the Property of AXE, Anixter, any Borrowing Subsidiary or any Subsidiary of Anixter with assets in excess of US$5,000,000, shall be issued and any such event shall not be stayed, vacated, dismissed, bonded or discharged within sixty (60) days of entry, appointment or issuance.
(f) Voluntary Bankruptcy; Appointment of Receiver, Etc. AXE, Anixter, any Borrowing Subsidiary or any Subsidiary of Anixter with assets in excess of US$5,000,000 shall have an order for relief entered with respect to it or commence a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking of possession by a receiver, trustee or other custodian for all or a substantial part of its property. AXE, Anixter, any Borrowing Subsidiary or any Subsidiary of Anixter with assets in excess of US$5,000,000 shall make any assignment for the benefit of creditors or shall be unable or generally fail, or admit in writing its inability, to pay its debts as such debts become due, or the Board of Directors (or any committee thereof) of AXE, Anixter, any Borrowing Subsidiary or any Subsidiary of Anixter with assets in excess if US$1,000,000 shall adopt any resolution to authorize or approve any of the foregoing.
(g) Judgments. (i) An Enforceable Judgment (other than an Enforceable Judgment described in the proviso contained in the definition of Enforceable Judgment) for the payment of money in excess of US$25,000,000 shall be rendered against Anixter or any Subsidiary of Anixter and such Enforceable Judgment shall continue unsatisfied or unstayed for a period of thirty (30) days or action shall have been commenced to foreclose on such Enforceable Judgment, or (ii) an Enforceable Judgment described in the proviso contained in the definition of Enforceable Judgment shall be rendered against any Borrower.
(h) Dissolution. Any order, judgment or decree shall be entered against AXE, Anixter or any Subsidiary of Anixter with assets in excess if US$5,000,000 decreeing its involuntary dissolution or split-up and such order shall remain undischarged and unstayed for a period in excess of thirty (30) days, or AXE, Anixter or any Subsidiary of Anixter with assets in excess if US$5,000,000 shall otherwise dissolve or cease to exist, in each case except as expressly permitted pursuant to Section 7.08.
(i) Change of Control. (i) Any Change of Control occurs, or any Put Event occurs and holders of Senior Notes notify Anixter of their election to require Anixter to purchase Senior Notes having an aggregate outstanding principal balance of US$10,000,000 or more; (ii) Anixter shall cease to own directly or indirectly all of the capital stock of the Borrowing Subsidiaries, (other than director's qualifying shares); (iii) except as permitted in Section 7.02(a), Anixter shall cease to own at least 51% of each class of the capital stock of each Subsidiary of Anixter; or (iv) AXE shall cease to own at least 51% of each class of the capital stock of Anixter.
(j) Employee Benefit Related Liabilities. (i) Any one or more Termination Events occur which could reasonably be expected to subject Anixter or an ERISA Affiliate to a liability to pay more than US$10,000,000 in the aggregate, (ii) the plan administrator of any Plan applies under Section 412(d) of the Code for a waiver of the minimum funding standards of Section 412(a) of the Code and the substantial business hardship upon which the application for the waiver is based could reasonably be expected to subject either Anixter or any ERISA Affiliate to a liability of more than US$10,000,000 in the aggregate.
(k) Subordination Default. Any breach or other violation by any holder of the Subordinated LYONs Note or Revolving Subordinated Note of the subordination or enforcement restrictions shall occur.
(l) Guaranty Default. Any party to the Guaranty, or any Person on behalf of such party, shall terminate
or revoke any of its obligations thereunder or breach any of the terms thereof, or the Guaranty shall otherwise become unenforceable for any reason.
For purposes of this Agreement and each of the other Loan Documents, an Event of Default shall be deemed "continuing" until cured or waived in writing in accordance with Section 10.01.
ARTICLE 3.02 Remedies Upon Event of Default . If any Event of Default occurs, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Borrower;
(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;
provided, however, that upon the occurrence of any event specified in subsection (f) or (g) of Section 8.01, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender or notice of any kind, all of which are hereby expressly waived.
ARTICLE 4.
ADMINISTRATIVE AGENT
ARTICLE 4.01 Appointment and Authorization of Administrative Agent . Each Lender hereby irrevocably (subject to Section 9.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
ARTICLE 4.02 Delegation of Duties . The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
ARTICLE 4.03 Liability of Administrative Agent . No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.
ARTICLE 4.04 Reliance by Administrative Agent.
(a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders.
(b) For purposes of determining compliance with the conditions specified in
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.
ARTICLE 4.05 Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default." The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.
ARTICLE 4.06 Credit Decision; Disclosure of Information by Administrative Agent . Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.
ARTICLE 4.07 Indemnification of Administrative Agent . Whether or not the transactions contemplated hereby are consummated, the Lenders shall severally indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Person's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.
ARTICLE 4.08 Administrative Agent in its Individual Capacity . Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent and the terms "Lender" and "Lenders" include Bank of America in its individual capacity.
ARTICLE 4.09 Successor Administrative Agent . The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by Anixter at all times other than during the existence of an Event of Default (which consent of Anixter shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and Anixter, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.
ARTICLE 4.010 Other Agents . None of the Lenders identified on the facing page or signature pages of this Agreement as a "syndication agent" or "documentation agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.
ARTICLE 5. MISCELLANEOUSARTICLE 6.
ARTICLE 6.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the applicable Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the applicable Borrowers, and acknowledged by the Administrative Agent, do any of the following:
(a) extend or increase the commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02);
(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of a Borrower to pay interest at the Default Rate;
(d) change the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder;
(e) change the definition of "Required Lenders" or the Pro Rata Share or Voting Percentage (or the definitions used therein) of any Lender or amend
Section 2.14(c) or 2.15; (f) amend this Section or any provision herein providing for consent or other action by all the Lenders; or
(g) release any material Guarantor from the Guaranty;
and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Agent/Arranger Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of the Loans required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased without the consent of such Lender.
ARTICLE 6.02 Notices and Other Communications; Facsimile Copies.
(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (c) below) electronic mail address specified for notices on Schedule 10.02; or, in the case of the Borrowers or the Administrative Agent, to such other address as shall be designated by such party in a notice to the other parties, and in the case of any other party, to such other address as shall be designated by such party in a notice to Anixter and the Administrative Agent. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person. Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified on Schedule 10.02, it being understood and agreed that a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder.
(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. (c) Limited Use of Electronic Mail. Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.
(d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of such Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
ARTICLE 6.03 No Waiver; Cumulative Remedies . No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
ARTICLE 6.04 Attorney Costs, Expenses and Taxes . Anixter agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.
ARTICLE 6.05 Indemnification by the Borrowers . Whether or not the transactions contemplated hereby are consummated, the Borrowers jointly and severally agree to indemnify, save and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Loan Party, any Affiliate of any Loan Party or any of their respective officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Credit Extension, or the relationship of any Loan Party, the Administrative Agent and the Lenders under this Agreement or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any claim caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.
ARTICLE 6.06 Payments Set Aside . To the extent that a Borrower makes a payment to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.
ARTICLE 6.07 Successors and Assigns.
(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than US$5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Anixter otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of outstanding Bid Loans, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of US$3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.07, 10.04 and 10.05). Upon request, the Borrowers shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent's Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d) Any Lender may, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release all or substantially all the Guarantors from the Guaranty. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender.
(e) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Anixter's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless Anixter is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 10.15 as though it were a Lender.
(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(g) If the consent of Anixter to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the proviso to the first sentence of Section 10.07(b)), Anixter shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by Anixter prior to such fifth Business Day.
(h) As used herein, the following terms have the following meanings:
"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural Person) approved by the Administrative Agent, in the case of any assignment of a Committed Loan and, unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or
(y) an Event of Default has occurred and is continuing, Anixter (each such approval not to be unreasonably withheld or delayed).
"Fund" means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
ARTICLE 6.08 Confidentiality . Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of any Borrower;
(g) with the consent of any Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than any Borrower; or (i) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender's or its Affiliates' investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates. For the purposes of this Section, "Information" means all information received from a Borrower relating to a Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such Borrower; provided that, in the case of information received from a Borrower after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
ARTICLE 6.09 Set-off . In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to any Borrower or any other Loan Party, any such notice being waived by each Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document. Each Lender agrees promptly to notify Anixter and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.
ARTICLE 6.010 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.
ARTICLE 6.011 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ARTICLE 6.012 Integration . This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.
ARTICLE 6.013 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied.
ARTICLE 6.014 Severability . Any provision of this Agreement and the other Loan Documents to which any Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
ARTICLE 6.015 Foreign Lenders . Each Lender that is a "foreign corporation, partnership or trust" within the meaning of the Code (a "Foreign Lender") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by a Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by a Borrower pursuant to this Agreement) or such other evidence satisfactory to Anixter and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, US withholding tax. Thereafter and from time to time, each such Person shall (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Anixter and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by a Borrower pursuant to this Agreement, (b) promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that a Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.
ARTICLE 6.016 Removal and Replacement of Lenders.
(a) Under any circumstances set forth herein providing that Anixter shall have the right to remove or replace a Lender as a party to this Agreement, Anixter may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by Anixter; provided, however, that if Anixter elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04. The Borrowers shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05) and (y) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender's Commitment and outstanding Credit Extensions. The Arranger shall distribute amended Allocation Notices to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.
(b) In order to make all the Lenders' interests in any outstanding Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrowers shall pay or prepay, if necessary, on the effective date thereof, all outstanding Committed Loans of all Lenders, together with any amounts due under Section 3.05. The Borrowers may then request Committed Loans from the Lenders in accordance with their revised Pro Rata Shares. The Borrowers may net any payments required hereunder against any funds being provided by any Lender or Eligible Assignee replacing a terminating Lender. The effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect thereto.
(c) This Section shall supersede any provision in Section 10.01 to the contrary.
ARTICLE 6.017 Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from a Borrower hereunder in the currency expressed to be payable herein (the "specified currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's applicable office on the Business Day preceding that on which final judgment is given. The obligation of any Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent, as the case may be, of any sum adjudged to be so due in such other currency, such Lender or the Administrative Agent, as the case may be, may in accordance with normal banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the applicable Borrower shall, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds the total of (a) the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amount shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.15, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the applicable Borrower.
ARTICLE 6.018 Economic and Monetary Union in the European Community .
(a) If, as a result of the implementation of the European economic and monetary union ("EMU"), (i) any currency available for borrowing under this Agreement (a "national currency") ceases to be lawful currency of the state issuing the same and is replaced by a European single or common currency (the "Euro") or (ii) any national currency and the Euro are at the same time both recognized by the central bank or comparable Governmental Authority of the state issuing such currency as lawful currency of such state, then any amount borrowed hereunder by any Borrower in such national currency shall be payable in such national currency and any amount borrowed hereunder in the Euro shall be payable in the Euro. After the European Central Bank and/or the comparable Government Authority ceases to recognize any national currency, then the amount so payable shall be determined by redenominating or converting such national currency into the Euro at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU. Prior to the occurrence of the event or events described in clause (i) or (ii) above, each amount payable hereunder in any such national currency will, except as otherwise provided herein, continue to be payable only in that national currency.
(b) The applicable Borrower shall from time to time, at the request of any Lender, pay to such Lender the amount of any losses, damages, liabilities, claims, reduction in yield, additional expense or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or any decrease or delay in the payment of interest or other return foregone by, such Lender or any of its Affiliates as a result of any political, tax, liquidity, currency exchange or market risk resulting from the introduction of, changeover to or operation of the Euro in any applicable nation or eurocurrency market.
(c) In addition, this Agreement will be amended to the extent determined by the applicable Lender or Lenders and the Administrative Agent (acting reasonably and in consultation with Anixter) to be necessary to reflect such implementation of the EMU and change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if such implementation and change in currency had not occurred. Except as provided in the foregoing provisions of this Section 10.18, no such implementation or change in currency nor any economic consequences resulting therefrom shall (i) give rise to any right to terminate prematurely, contest, cancel, rescind, alter, modify or renegotiate the provisions of this Agreement or (ii) discharge, excuse or otherwise affect the performance of any obligation of any Borrower under this Agreement or any Note.
ARTICLE 6.019 Borrowers' Agent.
Each Borrower hereby irrevocably appoints and authorizes Anixter to take such action and deliver and receive notices hereunder as agent on its behalf and to exercise such powers under this Agreement as delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereto. In furtherance of and not in limitation of the foregoing, for administrative convenience of the parties hereto, the Administrative Agent and the Lenders shall send all notices and communications to be sent to any Borrower solely to Anixter and may rely solely upon Anixter to receive all such notices and other communications for and on behalf of each Borrower. Neither Anixter nor any of its respective directors, officers, agents or employees shall be liable to any other Borrower for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of such Borrower or (ii) in the absence of its own gross negligence or willful misconduct. No Person other than Anixter (and its authorized officers and employees) may act as agent for the Borrowers hereunder without the written consent of the Administrative Agent.
ARTICLE 6.020 Governing Law.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY, ILLINOIS, OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.
ARTICLE 6.021 Waiver of Right to Trial by Jury . EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ARTICLE 1.01
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
ANIXTER INC., as Borrower
By:
Name:
Title:
ANIXTER INTERNATIONAL N.V./S.A., as a Borrowing Subsidiary
By:
Name:
Title:
ANIXTER U.K. LTD., as a Borrowing Subsidiary
By:
Name:
Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:
BANK OF AMERICA, N.A., as a Lender
By:
Name:
Title:
BANK ONE, NA, as Syndication Agent and Lender
By:

Name:
Title:
THE BANK OF NOVA SCOTIA, as Documentation Agent and Lender
By:
Name:
Title:
SUNTRUST BANK, as Managing Agent and as a Lender
By:
Name:
Title:
CREDIT LYONNAIS CHICAGO BRANCH, as Managing Agent and as a Lender
By:

Name:
Title:
BANCA COMMERCIALE ITALIANA CHICAGO BRANCH, as a Lender
By:
Name:
Title:
BANCA NAZIONALE DEL LAVORO S.P.A. - NEW YORK BRANCH, as a
Lender
By:
Name:
Title:
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as a
Lender
By:
Name:
Title:
By:
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By:
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., as a Lender
By:
Name:
Title:
FIRSTAR BANK, N.A., as a Lender
By:
Name:
Title:
THE FUJI BANK, LIMITED, as a Lender
By:
Name:
Title:
NATIONAL CITY BANK, as a Lender
By:
Name:
Title:
NATIONAL WESTMINSTER BANK, PLC NEW YORK AND/OR NASSAU
BRANCHES, as a Lender
By:
Name:
Title:
THE NORTHERN TRUST COMPANY, as a Lender
By:
Name:
Title:
PNC BANK, N.A., as a Lender
By:
Name:
Title:
THE SAKURA BANK, LIMITED, as a Lender
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
WACHOVIA BANK, N.A., as a Lender
By:
Name:
Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
By:
Name:
Title:
SCHEDULE 1.01
ASSOCIATED COSTS
1. For the purposes of this Agreement, the cost of compliance with existing requirements of the Bank of England and/or the Financial Services Authority in respect of Loans will be calculated by the Administrative Agent in relation to relevant Borrowing on the basis of rates supplied by the Administrative Agent (or such Lender as it may from time to time determine) by reference to the circumstances existing on the first day of each Interest Period in respect of such Borrowing and, if any such Interest Period exceed three months, at three calendar monthly intervals from the first day of such Interest Period during its duration in accordance with the following formula:
a. In relation to Loans denominated in British Pounds Sterling:
AB + C(B - D) + E x 0.01 per cent. per annum 100 - (A + C)
b. In relation to Loans denominated in any other currency:
E x 0.01 per cent. per annum 300 Where:
A is the percentage of eligible liabilities (assuming these to be in excess of any stated minimum) which the Administrative Agent (or such Lender as it may determine) is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
B is the percentage rate per annum at which sterling deposits are offered by the Administrative Agent (or such Lender as it may determine), in accordance with its normal practice, for a period equal to (a) the relevant Interest Period (or, as the case may be, remainder of such Interest Period) in respect of the relevant Loan or (b) three months, whichever is the shorter, to a leading bank in the London interbank market at or about 11.00 a.m. in a sum approximately equal to the amount of such Loan.
C is the percentage of eligible liabilities which the Administrative Agent (or such Lender as it may determine) is required from time to time to maintain as interest bearing special deposits with the Bank of England.
D is the percentage rate per annum payable by the Bank of England to the Administrative Agent (or such Lender as it may determine) on interest bearing special deposits. E is the rate payable by the Administrative Agent (or such Lender as it may determine) to the Financial Services Authority pursuant to the Fees Regulations (but, for this purpose, ignoring any minimum fee required pursuant to the Fees Regulations) and expressed in pounds per (pound)1,000,000 of the Fee Base of the Administrative Agent (or such Lender as it may determine).
2. For the purposes of this Schedule:
i. "eligible liabilities" and "special deposits" shall bear the meanings ascribed to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
ii. "Fee Regulations" means the Banking Supervision (Fees) Regulations 1998 or such other regulation as may be in force from time to time in respect of the payment of fees for banking supervision; and
iii. "Fee Base" shall bear the meaning ascribed to it, and shall be calculated in accordance with, the Fees Regulations.
iv. "Associated Costs" means, with respect to any Loan, for any Interest Period, the cost, as calculated by the Agent in accordance with Schedule 1.01 imputed to each applicable Lender, of compliance with the mandatory liquid assets requirements of the Bank of England and the Financial Services Authority during that Interest Period, expressed as a percentage.
3. The percentages used in A and C above shall be those required to be maintained on the first day of the relevant period as determined in accordance with B above.
4. In application of the above formula, A, B, C and D will be included in the formula as figures and not as percentages e.g. if A is 0.5 per cent. and B is 12 per cent., AB will be calculated as 0.5 x 12 and not as 0.5 per cent. x 12 per cent.
5. Calculations will be made on the basis of a 365 day year (or, if market practice differs, in accordance with market practice).
6. A negative result obtained by subtracting D from B shall be taken as zero.
7. The resulting figures shall be rounded upwards, if not already such a multiple, to the nearest whole multiple of one-thirty-second of one per cent. per annum.
8. Additional amounts calculated in accordance with this Schedule are payable on the last day of the Interest Period to which they relate.
9. The determination of the Associated Costs Rate by the Administrative Agent in relation to any period shall, in the absence of manifest error, be conclusive and binding on all of the parties hereto.
10. The Administrative Agent may from time to time, after consultation with Anixter and the Lenders, determine and notify to all parties any amendments or variations which are required to be made to the formula set out above in order to comply with any requirements from time to time imposed by the Bank of England or the Financial Services Authority in relation to Loans denominated in sterling (including any requirements relating to sterling primary liquidity) and any such determination shall, in the absence of manifest error, be conclusive and binding on all the parties hereto.
SCHEDULE 5.03
EXISTING SUBSIDIARIES
SCHEDULE 5.04
CONFLICTS
SCHEDULE 5.08
LITIGATION
SCHEDULE 5.16
ENVIRONMENTAL MATTERS
SCHEDULE 5.20
JOINT VENTURES AND PARTNERSHIPS
SCHEDULE 6.07
INSURANCE
SCHEDULE 7.01(ii)
EXISTING INDEBTEDNESS
SCHEDULE 7.02(b)
EXISTING LIENS
SCHEDULE 7.03
EXISTING INVESTMENTS
SCHEDULE 10.02
EUROCURRENCY AND DOMESTIC LENDING OFFICES,
ADDRESSES FOR NOTICES
ANIXTER INC. AND BORROWING SUBSIDIARIES
 c/o Anixter Inc.
4711 Golf Rd.
Skokie, IL 60076
Attn: Rod Shoemaker
Telephone: (847) 677-2600
Facsimile: (847) 677-8557
Electronic Mail: rod.shoemaker@anixter.com
BANK OF AMERICA, N.A.
Administrative Agent's Office and Bank of America's Lending Office (for payments and Requests for Credit Extensions): Bank of America, N.A. 1850 Gateway Blvd., 5th Floor CA4-706-05-09 Concord, CA 94520 Attn: Myrna Lara Tel: (925) 675-8931 Fax: (925) 969-2819 Electronic Mail: myrna.lara@bankofamerica.com Account No.: 3750836479 Ref: Anixter Inc. ABA# 111000012
Other Notices as Administrative Agent:
Bank of America, N.A., Agency Management
1455 Market Street, 12th Floor
CA5-701-12-09
San Francisco, CA 94103
Attn: Liliana Claar
Tel: (415) 436-2770
Fax: (415) 503-5003
Electonic Mail: liliana.claar@bankofamerica.com
With a copy to:

Bank of America, N.A.
231 South LaSalle St.
9th Floor
IL1-231-09-38
Chicago, IL 60697
Attn: Raju Patel
Vice President
Telephone: (312) 828-7225
Facsimile: (312) 987-0303
Electronic Mail: raju.n.patel@bankofamerica.com
BANK ONE, NA, as Documentation Agent and a Lender
Requests for Credit Extensions:
Bank One, NA
1 Bank One Plaza
Suite 0088
Chicago, IL 60670
Attn: Kathy Blomquist
Telephone: (312) 732-2683
Facsimile: (312) 732-2715
Account No. 481152860000
Ref: Anixter
ABA# 071000013
Eurocurrency Lending Office:
Bank One, NA, Frankfurt
BLZ Code 503 304 00
Attn: Loans
Account Name: Bank One, NA,
Account No. 1001701
Ref: Anixter
Notices (other than Requests for Credit Extensions): Bank One, NA 1 Bank One Plaza Suite 0364 Chicago, IL 60670 Attn: Richard Howard Vice President Telephone: (312) 732-3179 Facsimile: (312) 732-1117
THE BANK OF NOVA SCOTIA, as Documentation Agent and a Lender
Requests for Credit Extensions:
The Bank of Nova Scotia
600 Peachtree Street N.E.
Suite 2700
Atlanta, GA 30308
Attn: Allyson Mohan
Telephone: (404) 877-1549
Facsimile: (404) 888-8998
Account No. 0606634
Ref: Atlanta Agency
ABA# 026002532
Notices (other than Requests for Credit Extensions):

The Bank of Nova Scotia
181 West Madison Street
Suite 3700
Chicago, IL 60602
Attn: Keith Rauschenberger
Director
Telephone: (312) 201-4183
Facsimile: (312) 201-4108
Electronic Mail: krauschenberger@scotiabank.com
BANCA COMMERCIALE ITALIANA
Requests for Credit Extensions:
Banca Commerciale Italiana
1 William Street
New York, NY 10004
Attn: Jonathan Sahr
Telephone: (212) 607-3814
Facsimile: (212) 607-3897
Account No.
Ref:
ABA#026005319
Notices (other than Requests for Credit Extensions Banca Commerciale Italiana 1 William Street New York, 10004 Attn: Frank Maffei Telephone: (212) 607-3880 Facsimile: (212) 809-2124
BANCA NAZIONALE DEL LAVORO S.P.A. - NEW YORK BRANCH
Requests for Credit Extensions:
Banca Nazionale del Lavoro S.p.A. - New York Branch 25 West 51st Street New York, NY 10019 Attn: Ana Hernandez Telephone: (212) 314-0679 Facsimile: (212) 765-2978 Account No. 001-1-465457 Ref: Anixter Inc. 
ABA# 021000021
Notices (other than Requests for Credit Extensions):
Banca Nazionale del Lavoro S.p.A. - New York Branch 25 West 51st Street New York, NY 10019 Attn: Giulio Giovine Vice President Telephone: (212) 314-0239 Facsimile: (212) 765-2978 Electronic Mail: comdiv@bnlny.com
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
Requests for Credit Extensions:
Bank Austria Creditanstalt
Two Greenwich Plaza
Greenwich, CT 30346
Attn: Christina Sapounakis
Telephone: (203) 861-1518
Facsimile: (203) 861-6594
Account No. 400921944
ABA#021000021
Notices (other than Requests for Credit Extensions):

Bank Austria Creditanstalt
Two Ravinia Drive, Suite 1680
Atlanta, GA 30346
Attn: Gary Andresen
Vice President
Telephone: (770) 390-1846
Facsimile: (770) 390-1851
Electronic Mail: Gary.Andresen@us.bacai.com
THE BANK OF NEW YORK
Requests for Credit Extensions:
The Bank of New York
101 Barclay Street
New York, NY 10286
Attn: Millie
Telephone: (212) 635-6687
Facsimile: (212) 635-7923
Account No. 111556
Ref: Anixter Inc.
ABA# 021000018
Notices (other than Requests for Credit Extensions):

The Bank of New York
101 Barclay Street
New York, NY 10286
Attn: M. Scott Donaldson
Assistant Treasurer
Telephone: (212) 635-1243
Facsimile: (212) 635-1208
CREDIT LYONNAIS CHICAGO BRANCH
Requests for Credit Extensions:
Credit Lyonnais
1301 Avenue of the Americas
New York, NY 10019
Attn: Jai Sanachar
Telephone: (212) 261-7644
Facsimile: (212) 459-3180
Account No. 01.00688.0001.00
ABA# 026008073
Notices (other than Requests for Credit Extensions):

Credit Lyonnais Chicago Branch
227 W. Monroe St.
Suite 3800
Chicago, IL 60606
Attn: Mary Ann Klemm
Vice President
Telephone: (312) 220-7308
Facsimile: (312) 641-0527
THE DAI-ICHI KANGYO BANK, LTD.
Requests for Credit Extensions:
The Dai-Ichi Kangyo Bank, Ltd.
One World Trade Center
Suite 4911
New York, NY 10048
Attn: Merine Geerwar
Telephone: (212) 432-8458
Facsimile: (212) 524-0049
Account No. H10-740-014132
ABA# 026004307
Notices (other than Requests for Credit Extensions):

The Dai-Ichi Kangyo Bank, Ltd.
10 South Wacker Drive
26th Floor
Chicago, IL 60606
Attn: J. Richard Cummings
Vice President
Telephone: (312) 715-6386
Facsimile: (312) 876-2011
FIRSTAR BANK, N.A.
Requests for Credit Extensions:
Firstar Bank, N.A.
Attn: Connie Sweeney
Telephone: (920) 426-7604
Facsimile: (920) 426-7655
Account No. 3811005184
Ref: Commercial Exceptions
ABA#081000210
Notices (other than Requests for Credit Extensions):

Firstar Bank, N.A.
30 N. Michigan Avenue
Chicago, IL 60602
Attn: Ed Cheney
Vice President
Telephone: (312) 696-1474
Facsimile: (312) 641-0494
Electronic Mail: Edward.A.Cheney@firstar.com
THE FUJI BANK, LIMITED
Requests for Credit Extensions:
The Fuji Bank, Limited
Two World Trade Center
New York, NY 10048
Attn: Tina Catapano
Telephone: (212) 898-2099
Facsimile: (212) 775-1460
Account No. 515060
ABA#026009700
Notices (other than Requests for Credit Extensions):

The Fuji Bank, Limited
225 W. Wacker Dr.
Suite 2000
Chicago, IL 60606
Attn: Kenneth S. Zeglin
Vice President
Telephone: (312) 621-0503
Facsimile: (312) 621-3386
Electronic Mail: fujicgoksz@aol.com
NATIONAL CITY BANK
Requests for Credit Extensions:
National City Bank
1900 E. 9th Street
Locator 2077
Cleveland, OH 44114
Attn: Revette Vickerstaff
Telephone: (216) 488-7080
Facsimile: (216) 488-7110
Account No. 151804
Ref: Anixter Inc.
ABA#041000124
Notices (other than Requests for Credit Extensions):

National City Bank
1900 E. 9th Street
Locator 2077
Cleveland, OH 44114
Attn: James Ritchie
Account Officer
Telephone: (216) 575-9918
Facsimile: (216) 222-0003
Electronic Mail: james.ritchie@national-city.com
NATIONAL WESTMINSTER BANK PLC,
NEW YORK AND NASSAU BRANCHES
Requests for Credit Extensions:
National Westminster Bank Plc
65 East 55th Street
24th Floor
New York, NY 10022
Attn: Sheila Shaw
Telephone: (212) 401-1406
Facsimile: (212) 401-1494
Account No. 0011012440
Ref: National Westminster Bank Plc New York.

ABA#021000021
Notices (other than Requests for Credit Extensions):

National Westminster Bank Plc
PO Box 12264
3rd Floor
1 Princess Street
London EC2 8PB
Attn: Roy Bawden
Senior Corporate Officer
Telephone: 0044-20-73901297
Facsimile: 0044-20-73901768
THE NORTHERN TRUST COMPANY
Requests for Credit Extensions:
The Northern Trust Company
801 S. Canal St.
Chicago, IL 60675
Attn: Joy Johnson
Telephone: (312) 444-3352
Facsimile: (312) 630-1566
Account No. 5186401000
Ref: Commercial Loans
ABA#071-000-152
Bid Contact:
The Northern Trust Company
50 S. LaSalle St.
Chicago, IL 60675
Attn: Edie Reed
Telephone: (312) 444-7757
Facsimile: (312) 444-4906
Notices (other than Requests for Credit Extensions):

The Northern Trust Company
50 S. LaSalle St.
Chicago, IL 60675
Attn: Fredric McClendon
Vice President
Telephone: (312) 557-1893
Facsimile: (312) 444-7028
Electronic Mail: FWM1@ntrs.com
PNC BANK, NATIONAL ASSOCIATION
Requests for Credit Extensions:
PNC Bank, National Association
Two PNC Plaza
620 Liberty Blvd., 3rd Floor
Pittsburgh, PA 15222
Attn: Jack Caraccilo
Telephone: (412) 768-9973
Facsimile: (412) 768-4586
Account No. 196030010890
Ref: Anixter Inc.
ABA#043000096
Notices (other than Requests for Credit Extensions):

PNC Bank, National Association
One South Wacker Drive
Suite 2980
Chicago, IL 60606
Attn: James A. Wiehe
Assistant Vice President
Telephone: (312) 338-5628
Facsimile: (312) 338-5620
THE SAKURA BANK, LIMITED
Requests for Credit Extensions:
The Sakura Bank, Limited
101 Park Avenue
17th Floor
New York, NY 10178
Attn: Mariko Stewart
Telephone: (212) 909-4471
Facsimile: (212) 593-1798
Account No. 001-1-526829
ABA#021-000-021
Notices (other than Requests for Credit Extensions):

The Sakura Bank, Limited
101 Park Avenue
15th Floor
New York, NY 10178
Attn: Tetsuya Takebe
Telephone: (212) 909-4596
Facsimile: (212) 909-4599
Electronic Mail: Tetsuya_Takebe@sakura.com
SUNTRUST BANK
Requests for Credit Extensions:
SunTrust Bank
303 Peachtree Street NE, 3rd Floor
Mail Code 1928
Atlanta, GA 30308
Attn: Nora Brown
Telephone: (404) 588-7221
Facsimile: (404) 588-8505
Account No. 9088000112
Ref: Anixter Inc.
ABA#061000104
Notices (other than Requests for Credit Extensions):

SunTrust Bank
401 North Michigan Avenue
Mail Code 1928
Suite 1200
Chicago, IL 60611
Attn: Molly Drennan
Director
Telephone: (312) 840-7982
Facsimile: (312) 840-7983
Electronic Mail: molly.drennan@suntrust.com
U.S. BANK NATIONAL ASSOCIATION
Requests for Credit Extensions:
U.S. Bank National Association
U.S. Bank Place
MPFP0607
 601 2nd Ave. South
Minneapolis, MN 55402-4302
Attn: Sharon Ologunde
Telephone: (612) 973-0556
Facsimile: (612) 973-0824
Account No. 30000472160600
Ref: Anixter (Obligor #1735021448)
ABA#091000022
Notices (other than Requests for Credit Extensions):

U.S. Bank National Association
U.S. Bank Place
MPFP0607
 601 2nd Ave. South
Minneapolis, MN 55402-4302
Attn: Kurt Egertson
Senior Vice President
Telephone: (612) 973-0514
Facsimile: (612) 973-0395
Electronic Mail: kurt.egertson@usbank.com
WACHOVIA BANK, N.A.
Requests for Credit Extensions:
Wachovia Bank, N.A.
191 Peachtree Street
Atlanta, GA 30303
Attn: Bill Allen
Telephone: (404) 332-5271
Facsimile: (404) 332-4320
Account No. 18 17 14 98
Ref: Anixter Inc.
ABA#061000010
Notices (other than Requests for Credit Extensions):

Wachovia Bank, N.A.
70 West Madison, Suite 2440
Chicago, IL 60614
Attn: John Canty
Vice President
Telephone: (312) 795-4341
Facsimile: (312) 853-0693
Electronic Mail: John.Canty@wachovia.com
WELLS FARGO BANK, NATIONAL ASSOCIATION
Requests for Credit Extensions:
Wells Fargo Bank, National Association
201 Third Street
San Francisco, CA 94103
Attn: Ginnie Padgett
Telephone: (415) 477-5374
Facsimile: (415) 979-0675
Account No. 271-2507201
Ref: MEMSYN/Commercial Banking Service Center ABA#121-000-248
Notices (other than Requests for Credit Extensions):

Wells Fargo Bank, National Association
230 W. Monroe
Suite 2900
Chicago, IL 60606
Attn: Charles Reed
Vice President
Telephone: (312) 553-6653
Facsimile: (312) 553-4783
Electronic Mail: reedcw@wellsfargo.com
EXHIBIT A-1
FORM OF COMMITTED LOAN NOTICE
Date: ___________, _____
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (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, Bank of America, N.A., as Administrative Agent.
The undersigned hereby requests (select one):
o A Borrowing of Committed Loans o A conversion or continuation of Loans
1. On (a Business Day).
2. In the amount of US$.
3. Comprised of . [Type of Committed Loan requested]
4. For Eurocurrency Rate Loans: with an Interest Period of months.
[The Committed Borrowing requested herein complies with the proviso to the first sentence of Section 2.01 of the Agreement.]
ANIXTER INC.
By:
Name:
Title:
EXHIBIT B-1
FORM OF BID REQUEST
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Anixter Inc. ("Anixter"), certain of its Subsidiaries, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.
The Lenders are invited to make Bid Loans:
1. On (a Business Day).
2. In an aggregate amount not exceeding US$ (with any sublimits set forth below).
3. Comprised of (select one):
o Bid Loans based on an Absolute Rate: o Bid Loans based on Eurocurrency

Rate

     Bid Loan No.           Interest Period           Maximum principal amount
                          requested requested
------------------   --------------------------     ---------------------------
          1                                                     US$
          2                 _______days/mos                     US$
          3                                                     US$
                            _______days/mos

                            _______days/mos	

The Bid Borrowing requested herein complies with the requirements of the proviso to the first sentence of Section 2.03(a) of the Agreement.
Anixter authorizes the Administrative Agent to deliver this Bid Request to the Lenders. Responses by the Lenders must be in substantially the form of Exhibit B-2 to the Agreement and must be received by the Administrative Agent by the time specified in Section 2.03 of the Agreement for submitting Competitive Bids.
ANIXTER INC.
By:
Name:
Title:
EXHIBIT B-2
FORM OF COMPETITIVE BID ------------, ----
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (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.
In response to the Bid Request dated ________, ____, the undersigned offers to make the following Bid Loan(s):
1. Borrowing date: (a Business Day).
2. In an aggregate amount not exceeding US$ (with any sublimits set forth below).
3. Comprised of:

                                                                 Absolute
                     Interest                                    Rate Bid
  Bid                Period              Bid Maximum                or
  Loan               offered                                   Eurocurrency
  No.                                                            Bid Margin
------------- --------------------- ----------------------- -------------------
      1           _______days/mos             US$              (- +) _______%

      2           _______days/mos             US$              (- +) _______%

      3           _______days/mos             US$              (- +) _______%	

Contact Person: Telephone:
[LENDER]
By:
Name:
Title:
****************************************************************************** 
THIS SECTION IS TO BE COMPLETED BY ANIXTER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:
The offers made above are hereby accepted in the amounts set forth below:

Bid Principal Amount Loan Accepted No.

US$

US$

US$

---------------------- --------------------------------------

                          [BORROWER]

                              By:

                             Name:

                            Title:	

Date:
EXHIBIT A-2
FORM OF FOREIGN CURRENCY LOAN NOTICE
Date: ___________, _____
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (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, Bank of America, N.A., as Administrative Agent.
The undersigned hereby requests (select one):
o A Borrowing of Foreign Currency Loans o A continuation of Loans
1. On (a Business Day).
2. In the amount of _______________ in [Available Foreign Currency].
3. With an Interest Period of months.
[The Foreign Currency Borrowing requested herein complies with the proviso to the first sentence of Section 2.03 of the Agreement.]
ANIXTER INC.
By:
Name:
Title:
EXHIBIT C-1
[FORM OF]
BORROWING SUBSIDIARY AGREEMENT
Bank of America, N.A., as Administrative Agent
[Date]
Attention:
Ladies and Gentlemen:
The undersigned, Anixter Inc. ("Anixter"), refers to the Five-Year Credit Agreement dated as of October 6, 2000 (as it may hereafter be amended, modified, extended or restated from time to time, the "Credit Agreement"), among Anixter, the Borrowing Subsidiaries named therein, the financial institutions from time to time party thereto as Lenders, Bank One, NA, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, and Bank of America, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Anixter and ________ (the "Designated Borrowing Subsidiary") (i) confirm that the Designated Borrowing Subsidiary is a Foreign Subsidiary and (ii) make, on and as of the date hereof, the representations and warranties as to the Designated Borrowing Subsidiary contained in Article V of the Credit Agreement. The Designated Borrowing Subsidiary agrees to be bound in all respects by the terms of the Credit Agreement, including without limitation, Article IV thereof, and to perform all of the obligations of a Borrowing Subsidiary thereunder. Each reference to a Borrowing Subsidiary in the Agreement shall be deemed to include the Designated Borrowing Subsidiary.
Each Guarantor ratifies and confirms the provisions of the Guaranty with respect to all Loans made by any Lender to the Designated Borrowing Subsidiary.
The address to which communications to the Designated Borrowing Subsidiary under the Credit Agreement should be directed is
This instrument shall be construed in accordance with and governed by the laws of the State of Illinois. Loan proceeds should be deposited as provided in the Credit Agreement.
Upon the execution of this Borrowing Subsidiary Agreement by Anixter, the Designated Borrowing Subsidiary and each Guarantor, and acceptance hereof by the Administrative Agent, the Designated Borrowing Subsidiary shall become a Borrowing Subsidiary under the Credit Agreement as though it were an original party thereto and shall be entitled to borrow under the Credit Agreement upon the satisfaction of the conditions precedent set forth in Section 4.02 of the Credit Agreement.
Very truly yours,
ANIXTER INC.
By:___________________________
Name:
Title:
[DESIGNATED BORROWING SUBSIDIARY]
By:___________________________
Name:
Title:
ANIXTER INTERNATIONAL INC.
By:___________________________
Name:
Title:
[OTHER GUARANTORS]
By:___________________________
Name:
Title:
Accepted as of the date first above written.
BANK OF AMERICA, N.A., as Administrative Agent
By:______________________________
Name:
Title:
EXHIBIT C-2
[FORM OF]
BORROWING SUBSIDIARY TERMINATION
Bank of America, N.A., as Administrative Agent
[Date]
Attention:
Ladies and Gentlemen:
Anixter Inc. ("Anixter"), refers to the Five-Year Credit Agreement dated as of October 6, 2000 (as it may hereafter be amended, modified, extended or restated from time to time, the "Credit Agreement"), among Anixter, the Borrowing Subsidiaries named therein, the financial institutions from time to time party thereto as Lenders, Bank One, NA, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, and Bank of America, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Anixter elects to terminate the status of _________ (the "Terminated Borrowing Subsidiary") as a Borrowing Subsidiary for purposes of the Credit Agreement. Anixter represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all principal and interest on all Loans payable by the Terminated Borrowing Subsidiary pursuant to the Credit Agreement have been paid in full on or prior to the date hereof.
This instrument shall be construed in accordance with and governed by the laws of the State of Illinois.
Very truly yours,
ANIXTER INC.
By:________________________________ Name:
Title:
EXHIBIT D-1
FORM OF COMMITTED LOAN NOTE
FOR VALUE RECEIVED, Anixter Inc. (the "Borrower"), hereby promises to pay to the order of _____________________________ (the "Lender"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of all Committed Loans (as defined in such Credit Agreement) made by the Lender to the Borrower under that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (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 the Borrower, certain of its Subsidiaries, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
The Borrower promises to pay interest on the unpaid principal amount of each Committed Loan from the date of such Committed Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in US Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Note is one of the Committed Loan Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Committed Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Committed Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS.
ANIXTER INC.
By:
Name:
Title:
COMMITTED LOANS AND PAYMENTS WITH RESPECT THERETO Date Type Amount End
Amount Outstanding Notation of of of of Principal Made Loan Loan Interest Principal Balance By Made Made Period or This Interest Date Paid This Date
EXHIBIT D-2
FORM OF BID LOAN NOTE
FOR VALUE RECEIVED, Anixter Inc. (the "Borrower"), hereby promises to pay to the order of (the "Lender") on the last day of the Interest Period therefor, the principal amount of each Bid Loan from time to time made by the Lender to the Borrower under that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (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 the Borrower, certain of its Subsidiaries, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
The Borrower promises to pay interest on the unpaid principal amount of each Bid Loan from the date of such Bid Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in US Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Note is one of the Bid Loan Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Bid Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Bid Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS.
ANIXTER INC.
By:
Name:
Title:
EXHIBIT D-2
FORM OF FOREIGN CURRENCY LOAN NOTE
FOR VALUE RECEIVED, ____________________ (the "Borrower"), hereby promises to pay to the order of ____________________ (the "Lender"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of all Foreign Currency Loans (as defined in such Credit Agreement) made by the Lender to the Borrower under that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (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.
The Borrower promises to pay interest on the unpaid principal amount of each Foreign Currency Loan from the date of such Foreign Currency Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in US Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Note is one of the Foreign Currency Loan Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Foreign Currency Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Foreign Currency Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS.
[BORROWER]
By: _______________________________ Name: ____________________________ Title: ____________________________
FOREIGN CURRENCY LOANS AND PAYMENTS WITH RESPECT THERETO
Notation Made By Amount Outstanding Interest Period Type oofLoan Made Principal Amount Date Principal Balance of or This Loan Interest Date Made Paid This Date
EXHIBIT E
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: ,
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (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. ("Anixter"), certain of its Subsidiaries, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Anixter, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Anixter, and that:
[Use following for fiscal year-end financial statements]
1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(b) of the Agreement for the Fiscal Year of Anixter ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use following for fiscal quarter-end financial statements]
1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(a) of the Agreement for the Fiscal Quarter of Anixter ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of Anixter and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Anixter during the accounting period covered by the attached financial statements.
3. A review of the activities of the Loan Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all their Obligations under the Loan Documents, and
[select one:]
[to the best knowledge of the undersigned during such fiscal period, the Borrowers performed and observed each covenant and condition of the Loan Documents applicable to them.]
or
[the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:]
4. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ,
ANIXTER INC.
By:
Name:
Title:
For the Fiscal Quarter/Fiscal Year ended ___________________("Statement Date") SCHEDULE 2 to the Compliance Certificate (US$ in 000's)
I. Section 7.15 - Receivables Securitization Transactions.
A. Aggregate outstanding investment or principal amount of claims held by purchasers, assignees or transferees of (or of interests in) receivables of Anixter and its Subsidiaries in connection with Receivables Securitization Transactions US$_________
Maximum permitted:
II. Section 7.16 - Consolidated Net Worth. A. Actual Consolidated Net Worth at Statement Date: 1. Shareholders' Equity: US$ B. 50% of Consolidated Net Income for each Fiscal Quarter ending after September 30, 2000 (No reduction for losses): US$ C. Minimum required Consolidated Net Worth (US$375,000,000 + Line
II.B): US$_______ D. Excess (deficiency) for covenant compliance (Line II.A -
II.C): US$
III. Section 7.18 - Consolidated Fixed Charge Coverage Ratio. A. Consolidated EBITDA for four consecutive Fiscal Quarters ending on above date ("Subject Period"):
1. Consolidated Net Income for Subject Period (by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______
d. Fiscal Quarter ended, 200__ US$______ US$
2. Net interest expense for Subject Period (by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______
d. Fiscal Quarter ended ---------, 200__ US$______ US$
3. Provision for income taxes for Subject Period (by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______
d. Fiscal Quarter ended, 200__ US$______ US$
4. Depreciation and amortization expenses for Subject Period (by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______
d. Fiscal Quarter ended, 200__ US$______ US$
5. Permitted Exclusions for Subject Period (by Fiscal Quarter): a. Fiscal Quarter ended _________, 200__ US$______
Description:___________________________________ b. Fiscal Quarter ended _________, 200__ US$______
Description:___________________________________ c. Fiscal Quarter ended _________, 200__ US$______
Description:___________________________________ d. Fiscal Quarter ended _________, 200__ US$______
Description:___________________________________ US$
6. Consolidated EBITDA (Lines III.A.1 + 2 + 3 + 4-5)(by Fiscal Quarter): a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______ d. Fiscal Quarter ended _________, 200__ US$______ US$ B. Rental Expense for Subject Period:
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______ d. Fiscal Quarter ended _________, 200__ US$______ US$ C. Consolidated Fixed Charge Expense for Subject Period:
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______ d. Fiscal Quarter ended _________, 200__ US$______ US$ D. Interest Coverage Ratio ((Line III.A.6 +Line III.B)/(Line III.C): to 1 Minimum required: Fiscal Quarters Ending Minimum Fixed Charge Coverage Ratio
Closing Date through September 30, 2001 2.00:1 December 31, 2001 through March 31, 2003 2.50:1 June 30, 2003 and each Fiscal Quarter thereafter 3.00:1
IV. Section 7.17 - Leverage Ratio.
A. Consolidated Funded Indebtedness at Statement Date: US$
B. Consolidated EBITDA for Subject Period (Line III.A.6 above): US$
C. Leverage Ratio (Line IV.A/Line IV.B): to 1
Maximum permitted:
Fiscal Quarters Ending Maximum Leverage Ratio
Closing Date through September 30, 2001 3.50:1 December 31, 2001 through March 31, 2003 3.25:1 June 30, 2003 and each Fiscal Quarter thereafter 3.00:1
V. Section 7.19 Capital Expenditures.
A. Capital expenditures made during Fiscal Year to date (by Fiscal Quarter): Fiscal Quarters during Fiscal Year to date: a. Fiscal Quarter ended _________, _______ US$______ b. Fiscal Quarter ended _________, _______ US$______ c. Fiscal Quarter ended _________, 200__ US$______ d. Fiscal Quarter ended _________, 200__ US$______ US$______ B. Capital expenditures that could have made during prior Fiscal Year but which were not made (> - US$_______________): US$______ C. Maximum permitted capital expenditures (US$50,000,000 + Line V.B.): US$ D. Excess (deficiency) for covenant compliance (Line V.C - V.A): US$
EXHIBIT F
FORM OF ASSIGNMENT AND ACCEPTANCE
Reference is made to that certain Five-Year Revolving Credit Agreement, dated as of October 6, 2000 (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.
The assignor identified on the signature page hereto (the "Assignor") and the assignee identified on the signature page hereto (the "Assignee") agree as follows:
1. (a) Subject to paragraph 11, effective as of the date specified on Schedule 1 hereto (the "Effective Date"), the Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, the interest described on Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and obligations under the Agreement.
(b) From and after the Effective Date, (i) the Assignee shall be a party under the Agreement and will have all the rights and obligations of a Lender for all purposes under the Loan Documents to the extent of the Assigned Interest and be bound by the provisions thereof, and (ii)the Assignor shall relinquish its rights and be released from its obligations under the Agreement to the extent of the Assigned Interest. The Assignor and/or the Assignee, as agreed by the Assignor and the Assignee, shall deliver, in immediately available funds, any applicable assignment fee required under Section 10.07(b) of the Agreement.
2. On the Effective Date, the Assignee shall pay to the Assignor, in immediately available funds, an amount equal to the purchase price of the Assigned Interest as agreed upon by the Assignor and the Assignee.
3. From and after the Effective Date, the Administrative Agent shall make all payments under the Agreement and the Notes, if any, in respect of the Assigned Interest (including all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustments in payments under the Agreement and such Notes, if any, for periods prior to the Effective Date directly between themselves.
4. The Assignor represents and warrants to the Assignee that:
(a) The Assignor is the legal and beneficial owner of the Assigned Interest, and the Assigned Interest is free and clear of any adverse claim;
(b) the Assigned Interest listed on Schedule 1 accurately and completely sets forth the Outstanding Amount of all Loans relating to the Assigned Interest as of the Effective Date;
(c) it has the power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Assignment and Acceptance, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment and Acceptance and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection in connection herewith or therewith; and
(d) this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of Anixter or any of its Affiliates or the performance by Anixter or any of its Affiliates of their respective obligations under the Loan Documents, and assumes no responsibility with respect to any statements, warranties or representations made under or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document other than as expressly set forth above.
5. The Assignee represents and warrants to the Assignor and the Administrative Agent that:
(a) it is an Eligible Assignee;
(b) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Assignment and Acceptance, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment and Acceptance and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection in connection herewith or therewith;
(c) this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee;
(d) under applicable Laws no tax will be required to be withheld by the Administrative Agent or Anixter with respect to any payments to be made to the Assignee hereunder or under any Loan Document, and unless otherwise indicated in the space opposite the Assignee's signature below, no tax forms described in
Section 10.15 of the Agreement are required to be delivered by the Assignee; and
(e) the Assignee has received a copy of the Agreement, together with copies of the most recent financial statements of Anixter delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance. The Assignee has independently and without reliance upon the Assignor or the Administrative Agent and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance. The Assignee will, independently and without reliance upon the Administrative Agent or any Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement.
6. The Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto.
7. If either the Assignee or the Assignor desires a Note to evidence its Loans, it shall request the Administrative Agent to procure a Note from the related Borrowers.
8. The Assignor and the Assignee agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance.
9. This Assignment and Acceptance shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, that the Assignee shall not assign its rights or obligations hereunder without the prior written consent of the Assignor and any purported assignment, absent such consent, shall be void.
10. This Assignment and Acceptance may be executed by facsimile signatures with the same force and effect as if manually signed and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the state specified in the Section of the Agreement entitled "Governing Law."
11. The effectiveness of the assignment described herein is subject to:
(a) if such consent is required by the Agreement, receipt by the Assignor and the Assignee of the consent of the Administrative Agent and/or Anixter to the assignment described herein. By delivering a duly executed and delivered copy of this Assignment and Acceptance to the Administrative Agent, the Assignor and the Assignee hereby request any such required consent and request that the Administrative Agent register the Assignee as a Lender under the Agreement effective as of the Effective Date; and
(b) receipt by the Administrative Agent of (or other arrangements acceptable to the Administrative Agent with respect to) any applicable assignment fee referred to in Section 10.07(b) of the Agreement and any tax forms required by Section 10.15 of the Agreement.
By signing below, the Administrative Agent agrees to register the Assignee as a Lender under the Agreement, effective as of the Effective Date with respect to the Assigned Interest, and will adjust the registered Pro Rata Share of the Assignor under the Agreement to reflect the assignment of the Assigned Interest.
12. Attached hereto as Schedule 2 is all contact, address, account and other administrative information relating to the Assignee.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers.
Assignor: [Name of Assignor]
By:

Name:
Title:
o Tax forms required by Section 10.15 of the Assignee: Agreement included
[Name of Assignee]
By:

Name:
Title:
(Signatures continue)
In accordance with and subject to Section 10.07 of the Credit Agreement, the undersigned consent to the foregoing assignment as of the Effective Date:
ANIXTER INC.
By:
Name:
Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
Title:
SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE
THE ASSIGNED INTEREST
Effective Date: ______________________
Assigned Commitment Type and amount of outsta Assigned Pro Rata Share Obligations assigned
US$ [type] US$ %
SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE
ADMINISTRATIVE DETAILS
(Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic mail addresses and account and payment information)
EXHIBIT G
GUARANTY
This GUARANTY, dated as of October 6, 2000, is by ANIXTER INTERNATIONAL INC., a Delaware corporation, ANIXTER INC., a Delaware corporation ("Anixter"), ANIXTER-REAL ESTATE, INC., an Illinois corporation, ANIXTER
INFORMATION SYSTEMS CORPORATION, an Illinois corporation, and ANIXTER FINANCIAL INC., a Delaware corporation (each a "Guarantor" and collectively, the "Guarantors"), in favor of BANK OF AMERICA, N.A., as administrative
agent (in such capacity, the "Administrative Agent") for the Lenders (as hereafter defined).
Recitals
A. Anixter, Anixter U.K. Ltd., an English limited liability company and Anixter International N.V./S.A., a Belgian company (together with Anixter and Anixter U.K. Ltd., and any other Subsidiary that may become a Borrowing Subsidiary in accordance with the terms thereof, collectively, the "Borrowers" and individually a "Borrower"), the financial institutions from time to time party thereto (the "Lenders"), Bank One, NA, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, and the Administrative Agent have entered into a Five-Year Revolving Credit Agreement, dated as of October 6, 2000. The Credit Agreement as now in effect or hereafter extended, renewed, modified, supplemented, amended, or restated is hereinafter called the "Credit Agreement". B. The Lenders are willing to make the Loans to the Borrowers on the condition (among others) that the Guarantors enter into this Guaranty.
C. Each Guarantor will derive substantial and direct benefits (which benefits are hereby acknowledged by the Guarantors) from the Loans and other benefits to be provided to the Borrowers under the Credit Agreement.
D. In order to induce the Lenders to make the Loans to the Borrowers as provided in the Credit Agreement, and for other valuable consideration, the Guarantors hereby issue this Guaranty.
1. Definitions. Unless otherwise defined herein, capitalized terms used in this Guaranty have the
meanings given to them from time to time in the Credit Agreement.
2. Guaranty. 2.1 Guaranty. The Guarantors, jointly and severally, hereby irrevocably, absolutely and unconditionally guarantee the full and punctual payment or performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise, of all of the Guaranteed Obligations, including Guaranteed Obligations in respect of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.ss.101 et seq.) (the "Bankruptcy Code") or the operation of Sections 502(b) and 506(b) of the Bankruptcy Code. This Guaranty constitutes a guaranty of payment and performance when due and not of collection, and the Guarantors specifically agree that it shall not be necessary or required that the Administrative Agent or any Lender exercise any right, assert any claim or demand, or enforce any remedy whatsoever against the Borrowers (or any other Person) before or as a condition to the obligations of the Guarantors hereunder. The Administrative Agent or any Lender may permit the indebtedness of the Borrowers to the Administrative Agent or any Lender to include indebtedness other than the Guaranteed Obligations, and may apply any amounts received from any source, other than from the Guarantors, to that portion of the Borrowers' indebtedness to the Administrative Agent or any Lender which is not a part of the Guaranteed Obligations. The obligations and liabilities of the Guarantors hereunder are joint and several. "Guaranteed Obligations" shall mean all Obligations plus all obligations of the Borrowers to the Administrative Agent and the Lenders pursuant to any agreement (including any master agreement and any agreement, whether or not in writing, relating to any single transaction) that is an interest rate swap agreement, basis swap, forward rate agreement, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, forward foreign exchange agreement, rate cap, collar or floor agreement, currency swap agreement, cross-currency rate swap agreement, station, currency option or any other, similar agreement (including any option to enter into any of the foregoing).
2.2 Obligations Independent. The obligations hereunder are independent of the obligations of the Borrowers, and a separate action or actions may be brought and prosecuted against any or all of the Guarantors whether action is brought against a Borrower or whether any Borrower be joined in any such action or actions.
2.3 Authorization of Renewals, Etc. Each Guarantor authorizes the Administrative Agent and each Lender, without notice or demand and without affecting its liability hereunder, from time to time:
(a) to renew, compromise, extend, accelerate, or otherwise change the time for payment, or otherwise change the terms, of the Guaranteed Obligations, including increase or decrease of the rate of interest thereon, or otherwise change the terms of the Credit Agreement or any other Loan Document;
(b) to receive and hold security for the payment of this Guaranty or the obligations and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security;
(c) to apply such security and direct the order or manner of sale thereof as the Administrative Agent, or any Lender, as the case may be, in its or their discretion may determine; and
(d) to release or substitute any one or more of any endorsers or guarantors of the Guaranteed Obligations.
Each Guarantor further agrees that the performance or occurrence of any of the acts or events described in clauses (a), (b), (c), and (d) above with respect to indebtedness or other obligations of the Borrowers other than the Guaranteed Obligations, to the Administrative Agent or any Lender, shall not affect the liability of the Guarantors hereunder.
2.4 Waiver of Certain Rights. Each Guarantor waives any right to require the Administrative
Agent or any Lender:
(a) to proceed against the Borrowers, a Borrower or any other Person;
(b) to proceed against or exhaust any security for the Guaranteed Obligations or any other indebtedness of the Borrowers to the Administrative Agent or any Lender; or
(c) to pursue any other remedy in the Administrative Agent's or any such Lender's power whatsoever.
2.5 Waiver of Certain Defenses and Rights. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrowers, or the cessation from any cause whatsoever of the liability of the Borrowers, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrowers. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrowers. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrowers by operation of applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrowers with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the applicable jurisdiction limiting or discharging the Guaranteed Obligations.
2.6 Waiver of Presentments, Etc. Each Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional Guaranteed Obligations or any other indebtedness of Borrowers to the Administrative Agent or any Lender.
2.7 Information Relating to Borrowers. Each Guarantor acknowledges and agrees that it shall have the sole responsibility for obtaining from the Borrowers such information concerning the Borrowers, financial condition or business operations as such Guarantor may require, and that neither the Administrative Agent nor any Lender has any duty at any time to disclose to the Guarantors any information relating to the business operations or financial condition of the Borrowers.
2.8 Right of Setoff. In addition to any rights and remedies of the Lenders provided by law, if an Event of Default has occurred and is continuing, each Lender is authorized at any time and from time to time, without prior notice to the Guarantors, any such notice being waived by each Guarantor to the fullest extent permitted by law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of one or more Guarantors against any and all obligations of the Guarantors now or hereafter existing under this Guaranty or any other Loan Document, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Guaranty or any other Loan Document. Each Lender agrees promptly to notify the Guarantors and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 2.8 are in addition to the other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.
2.9 Subordination. Any obligations of any Borrower to one or more of the Guarantors, now or hereafter existing, including, but not limited to, obligations to one or more of the Guarantors as subrogee of the Administrative Agent or any Lender or resulting from one or more of the Guarantors' performance under this Guaranty, are hereby fully subordinated in time and priority of payment to the Guaranteed Obligations and all other indebtedness of the Borrowers to the Administrative Agent or any Lender. The obligations of such Borrower to the Guarantors if the Lenders so request shall be enforced and performance received by the Guarantors as trustee for the Administrative Agent and the Lenders and the proceeds thereof shall be paid over to the Administrative Agent and the Lenders on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Guarantors under the other provisions of this Guaranty.
2.10 Reinstatement of Guaranty. If any payment or transfer of any interest in property by any Borrower to the Administrative Agent or any Lender in fulfillment of any obligation is rescinded or must at any time (including after the return or cancellation of this Guaranty) be returned, in whole or in part, by the Administrative Agent or any Lender to a Borrower or any other Person, upon the insolvency, bankruptcy, or reorganization of such Borrower or otherwise, this Guaranty shall be reinstated with respect to any such payment or transfer, regardless of any such prior return or cancellation.
2.11 Powers. It is not necessary for the Administrative Agent or any Lender to inquire into the powers of any Borrower or any other Person obligated in respect of the Guaranteed Obligations or of the officers, directors, partners, or agents acting or purporting to act on its or their behalf, and any Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.
2.12 Taxes. (a) Any and all payments by any Guarantor to each Lender or the Administrative Agent under this Guaranty shall be made free and clear of, and without deduction for, any Taxes. In addition, the Guarantors shall pay all Other Taxes.
(b) If any Guarantor shall be required by law to deduct any Taxes, from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, then:
(i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section), such Lender or the Administrative Agent, as the case may be, receives and retains an amount equal to the sum it would have received and retained had no such deductions been made;
(ii) the Guarantors shall make such deductions;
(iii) the Guarantors shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law; and
(iv) the Guarantors shall also pay to each Lender or the Administrative Agent for the account of such Lender, at the time interest is paid, such additional amount that the respective Lender specifies as necessary to preserve the after-tax yield the Lender would have received if such Taxes or Other Taxes had not been imposed.
(c) Each Guarantor agrees to indemnify and hold harmless each Lender and the Administrative Agent for the full amount of (i) Taxes and (ii) Other Taxes, and (iii) amounts payable under Section 2.12(b)(iv), and (iv) any liability (including penalties, interest, additions to tax, and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days after the date the Lender or the Administrative Agent makes written demand therefor.
(d) Within 30 days after the date of any payment by any Guarantor of Taxes or Other Taxes, such Guarantor shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Administrative Agent.
2.13 Addition of Guarantors. Each Guarantor at any time a party hereto consents and agrees that, at any time that any Person executes and delivers to Administrative Agent a letter, substantially in the form of Exhibit A attached hereto, with such changes, if any, as Administrative Agent shall approve, such Person shall, without further action on the part of any Person, automatically become a party hereto and a "Guarantor" hereunder.
2.14 Limit of Liability. Notwithstanding anything to the contrary contained herein, each Guarantor shall be liable hereunder only for the largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or comparable provisions of any applicable state law; provided that such amount shall be presumed to be the entire amount of the Guaranteed Obligations. If any Guarantor claims that such Guarantor's liability hereunder is less than the entire amount of the Obligations, such Guarantor shall have the burden of proving, by clear and convincing evidence, that such Guarantor's liability hereunder should be so limited since the information concerning, and the circumstances of, the financial condition of such Guarantor are more readily available to and are under the control of such Guarantor.
2.15 Waiver of Subrogation. Until such time as the Guaranteed Obligations shall have been indefeasibly paid in full in cash, each Guarantor waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including any claim or right of subrogation under the Bankruptcy Code or any successor statute, against the Borrowers arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which the Administrative Agent or any Lender now has or may hereafter have against the Borrowers, and waives any benefit of, and any right to participate in, any security now or hereafter held by the Administrative Agent or any Lender securing the Guaranteed Obligations.
3. Representations and Warranties. Each Guarantor represents and warrants to the Administrative Agent and each Lender as follows:
3.1 Organization; Corporate Powers. Such Guarantor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except those jurisdictions where the failure to be in good standing or to so qualify has not had or could not reasonably be expected to have a Material Adverse Effect, and (iii) has all requisite corporate power and authority to own, operate and encumber its property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by the Transaction Documents.
3.2 Authority.
(1) Such Guarantor has the requisite corporate power and authority to execute, deliver and perform its obligations under this Guaranty.
(2) The execution, delivery and performance (or filing or recording, as the case may be) of this Guaranty and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of this Guaranty and no other proceedings on the part of any such Person are necessary to consummate such transactions.
(3) This Guaranty has been duly executed and delivered (or filed or recorded, as the case may be) by such Guarantor, constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except as enforceabiltiy may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles), and is in full force and effect (unless terminated in accordance with the terms thereof).
3.3 No Conflict. The execution, delivery and performance of this Guaranty and each of the transactions contemplated hereby, do not and will not (i) conflict with any Contractual Obligation of such Guarantor, any liability resulting from which would have or could be reasonably expected to have a Material Adverse Effect, or (ii) conflict with or violate such Guarantor's certificate or articles of incorporation or by-laws or similar charter and constituting documents, or (iii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of such Guarantor, or require termination of any Contractual Obligation of such Guarantor, or (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the properties or assets of any such Person (other than Liens permitted pursuant to
Section 7.02(b) of the Credit Agreement), or (v) require any approval of stockholders of such Guarantor, unless such approval has been obtained.
3.4 Governmental Consents. The execution, delivery and performance of this Guaranty by such Guarantor, and the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action with or by, any Governmental Authority, except filings, consents or notices which have been made, obtained or given and are in full force and effect.
3.5 Governmental Regulation. Such Guarantor is not subject to regulation under the Public Utility Holdings Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other statute or regulation of any Governmental Authority such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated hereby is materially impaired.
4. Miscellaneous.
4.1 Application of Payments on Guaranty. All payments required to be made by the Guarantors hereunder shall, unless otherwise expressly provided herein, be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Office. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Payments received from the Guarantors shall, unless otherwise expressly provided herein, be applied to costs, fees, or other expenses due under the Loan Documents, any interest (including interest due under [subsection 2.09(c)] of the Credit Agreement), any principal due under the Loan Documents and any other Guaranteed Obligations, in such order as the Administrative Agent, with the consent of or at the request of the Lenders, shall determine.
4.2 Assignments, Participations, Confidentiality. Subject to the provisions of [Section 10.07] of the Credit Agreement, any Lender may from time to time, without notice to the Guarantors and without affecting the Guarantors' obligations hereunder, transfer its interest in the Guaranteed Obligations. Each Guarantor agrees that each such transfer will give rise to a direct obligation of the Guarantors to each such transferee and that each such transferee shall have the same rights and benefits under this Guaranty as it would have if it were a Lender party to the Credit Agreement and this Guaranty.
4.3 Loan Document. This Guaranty is a Loan Document executed and delivered pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered, and applied in accordance with the terms and provisions thereof. Without limiting the generality of the foregoing, the provisions of Sections [1.02 through 1.06] of the Credit Agreement shall apply to the interpretation and administration of this Guaranty as if such provisions were incorporated herein, with all references to the "Agreement" in such Sections being deemed to be references to this Guaranty.
4.4 Waivers; Writing Required. No delay or omission by the Administrative Agent or any Lender to exercise any right under this Guaranty shall impair any such right, nor shall it be construed to be a waiver thereof. No waiver of any single breach or default under this Guaranty shall be deemed a waiver of any other breach or default. Any amendment or waiver of any provision of this Guaranty must be in writing and signed by the Guarantors and the Administrative Agent, with the written consent of the Required Lenders or all of the Lenders, in accordance with the terms of Section 10.01 of the Credit Agreement.
4.5 Revocation. Each Guarantor absolutely, unconditionally, knowingly, and expressly waives any right to revoke such Guarantor's guaranty obligation hereunder as to future Guaranteed Obligations. Each Guarantor fully realizes and understands that, upon execution of this Guaranty, such Guarantor will not have any right to revoke this Guaranty as to any future indebtedness and, thus, may have no control over such Guarantor's ultimate responsibility for the Guaranteed Obligations. If, contrary to the express intent of this Guaranty, any such revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that: (a) no such revocation shall be effective until written notice thereof has been received by the Administrative Agent and the Lenders; (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof); (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Lenders which is, or is believed in good faith by the Lenders to be, in existence on the date of such revocation;
(d) no payment by any other source, prior to the date of such revocation shall reduce the obligations of any Guarantor hereunder; and (e) any payment by any Borrower or from any source other than a Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations, if any, as to which the revocation by a Guarantor is effective (and which are not, therefore, guarantied by the Guarantors hereunder), and, to the extent so applied, shall not reduce the Guaranteed Obligations of the Guarantors hereunder.
4.6 Remedies. All rights and remedies provided in this Guaranty and any instrument or agreement referred to herein are cumulative and are not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy.
4.7 Costs and Expenses. Each Guarantor agrees to pay or reimburse the Administrative Agent and each Lender within five Business Days after demand for all reasonable costs and expenses (including Attorney Costs) incurred by them in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Guaranty (including in connection with any "workout" or restructuring regarding amounts due under this Guaranty, and including in any Insolvency Proceeding or appellate proceeding).
4.8 Severability. The illegality or unenforceability of any provision of this Guaranty or any instrument or agreement referred to herein shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Guaranty or any instrument or agreement referred to herein.
4.9 Notices. All notices, requests, consents, approvals, waivers and other communications shall be in writing (including, unless the context expressly otherwise provides, by facsimile transmission, provided that any matter transmitted by facsimile (i) shall be immediately confirmed by a telephone call to the recipient at the number specified on Schedule 10.02 to the Credit Agreement, and (ii) shall be followed promptly by delivery of a hard copy original thereof) and mailed, faxed or delivered, to the address or facsimile number specified for notices on the signature pages hereof in the case of Guarantors and as provided in the Credit Agreement in the case of Administrative Agent and Lenders; or to such other address as shall be designated by any such party in a written notice to the other parties. All such notices, requests and communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the fourth Business Day after the date deposited into the U.S. mail, or if delivered, upon delivery. Any agreement of the Administrative Agent and the Lenders to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Guarantors. The Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by a Guarantor to give such notice and the Administrative Agent and the Lenders shall not have any liability to any Guarantor or other Person on account of any action taken or not taken by the Administrative Agent or the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Guarantors hereunder shall not be affected in any way or to any extent by any failure by the Administrative Agent and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent and the Lenders to be contained in the telephonic or facsimile notice. 4.10 Governing Law and Jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
4.11 Waiver of Jury Trial. EACH GUARANTOR, THE LENDERS, AND THE ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING, OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE GUARANTORS, THE LENDERS, AND THE ADMINISTRATIVE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTY OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.
4.12 Entire Agreement. This Guaranty (a) integrates all the terms and conditions mentioned herein or incidental hereto, (b) supersedes all oral negotiations and prior writings with respect to the subject matter hereof, and
(c) is intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in this Guaranty and any such instrument, agreement and document and as the complete and exclusive statement of the terms agreed to by the parties.
4.13 Execution in Counterparts. This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of the signature page to this Guaranty by telecopier shall be effective as delivery of a manually executed counterpart of this Guaranty. Any party delivering an executed counterpart of the signature page to this Guaranty by telecopier shall thereafter also promptly deliver a manually executed counterpart of this Guaranty, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Guaranty.
THIS WRITTEN GUARANTY, TOGETHER WITH THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, each Guarantor has executed this Guaranty by its duly authorized officers as of the day and year first above written.
ANIXTER INTERNATIONAL INC.
By:
Title:
Notice Information:
4711 Golf Road
Skokie, IL 60076
Attn : Rod Shoemaker
ANIXTER INC.
By:
Title:
Notice Information:
4711 Golf Road
Skokie, IL 60076
Attn : Rod Shoemaker
ANIXTER-REAL ESTATE, INC.
By:
Title:
Notice Information:
2201 Main Street
Evanston, IL 60202
Attn : Ken Hageman
ANIXTER INFORMATION SYSTEMS CORPORATION
By:
Title:
Notice Information:
4711 Golf Road
Skokie, IL 60076
Attn : Rod Shoemaker
ANIXTER FINANCIAL INC.
By:
Title:
Notice Information:
4711 Golf Road
Skokie, IL 60076
Attn : Rod Shoemaker
EXHIBIT A
TO GUARANTY AGREEMENT
_______________, 200___
To the Lenders and Administrative Agent
Referenced below:
Ladies and Gentlemen:
Reference is made to the following documents: (a) that certain Five-Year Revolving Credit Agreement, dated as October 6, 2000 (as amended or modified from time to time, the "Credit Agreement"), among Anixter Inc., a Delaware corporation ("Anixter"), Anixter U.K. Ltd., an English limited liability company and Anixter International N.V./S.A., a Belgian company (together with Anixter and Anixter U.K. Ltd., collectively, the "Borrowers" and individually a "Borrower"), the financial institutions from time to time party thereto (the "Lenders"), Bank One, NA, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, and Bank of America, N.A., as Administrative Agent; and (b) that certain Guaranty dated as of October 6, 2000 (as amended or modified from time to time, the "Guaranty"), by certain Affiliates of the Borrowers party thereto in favor of Administrative Agent. Unless specifically defined herein, capitalized terms used herein have the meaning set forth in the Credit Agreement.
The undersigned hereby confirms and agrees that it has been furnished with and has read each of the Loan Documents in effect as of the date hereof and that, effective as of the date hereof, the undersigned is a party to and obligated as a Guarantor under the Guaranty. The undersigned hereby warrants and represents to you that the representations and warranties of the undersigned as a Guarantor under Section 3 of the Guaranty are true, correct, and complete in all material respects on the date hereof.
Very truly yours,
[NAME OF NEW GUARANTOR], a _______________
By:
Title:
Notice Information:
EXHIBIT H
FORM OF OPINION OF COUNSEL
EXHIBIT I
FORM OF ALLOCATION NOTICE
BANC OF AMERICA SECURITIES LLC
October [__], 2000
[LENDER]
Dear Ladies and Gentlemen:
This Confirmation is delivered with reference to the Five-Year Credit Agreement and the 364-Day Credit Agreement, each dated as of October __, 2000 among Anixter Inc., certain of its subsidiaries, various financial institutions, and Bank of America, N.A, as administrative agent (together, the "Credit Agreements").
The undersigned serves as the Lead Arranger for the Commitments under the Credit Agreements, and hereby confirms your allocation of the following Commitments under the Credit Agreements:
Five-Year Commitment $ 364-Day Commitment $
BANC OF AMERICA SECURITIES LLC
By: ________________________________ Title: _______________________________
ANIXTER INC.
By: ________________________________ Title: __________________________
 
364-DAY
REVOLVING CREDIT AGREEMENT
 Dated as of October 6, 2000
among
ANIXTER INC.,
 as Borrower,
BANK OF AMERICA, N.A.,
 as Administrative Agent,
BANK ONE, NA,
 as Syndication Agent,
THE BANK OF NOVA SCOTIA,
 as Documentation Agent,
CREDIT LYONNAIS CHICAGO BRANCH and
SUNTRUST BANK,
 as Managing Agents,
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
 as
Sole Lead Arranger and Sole Book Manager

                                  Section Page

                                      iii

                                TABLE OF CONTENTS

                                  Section Page

ARTICLE I.  DEFINITIONS AND ACCOUNTING TERMS
         1.01     Defined Terms................................................1
         1.02     Other Interpretive Provisions...............................22
         1.03     Accounting Terms............................................23
         1.04     Rounding....................................................23
         1.05     References to Agreements and Laws...........................23

ARTICLE II.  THE COMMITMENTS AND CREDIT EXTENSIONS
         2.01     Committed Loans.............................................24
         2.02     Borrowings, Conversions and Continuations of Committed Loans24
         2.03     Prepayments.................................................25
         2.04     Reduction or Termination of Commitments.....................26
         2.05     Repayment of Loans..........................................26
         2.06     Interest....................................................26
         2.07     Fees........................................................27
         2.08     Computation of Interest and Fees............................27
         2.09     Evidence of Debt............................................28
         2.10     Payments Generally..........................................28
         2.11     Sharing of Payments.........................................30
         2.12     Term Out Option.............................................31

ARTICLE III.  TAXES, YIELD PROTECTION AND ILLEGALITY
         3.01     Taxes.......................................................31
         3.02     Illegality..................................................33
         3.03     Inability to Determine Rates................................33
         3.04     Increased Cost and Reduced Return; Capital Adequacy; Reserves
                  on Eurocurrency Rate Loans..................................33

         3.05     Funding Losses..............................................34
         3.06     Matters Applicable to all Requests for Compensation.........35
         3.07     Survival....................................................36

ARTICLE IV.  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
         4.01     Conditions of Initial Committed Borrowing...................36
         4.02     Conditions to all Committed Borrowings......................37

ARTICLE V.  REPRESENTATIONS AND WARRANTIES
         5.01     Organization; Corporate Powers..............................38
         5.02     Authority...................................................38
         5.03     Subsidiaries................................................38
         5.04     No Conflict.................................................39
         5.05     Governmental Consents.......................................39
         5.06     Governmental Regulation.....................................39
         5.07     Financial Position..........................................39
         5.08     Litigation; Adverse Effects.................................40
         5.09     No Material Adverse Change..................................40
         5.10     Payment of Taxes............................................40
         5.11     Performance.................................................40
         5.12     Securities Activities.......................................41
         5.13     Disclosure..................................................41
         5.14     Requirements of Law.........................................41
         5.15     Patents, Trademarks, Permits, Etc...........................41
         5.16     Environmental Matters.......................................41
         5.17     Employee Benefit Matters....................................42
         5.18     Solvency....................................................42
         5.19     Assets and Properties.......................................42
         5.20     Joint Venture; Partnership..................................42
         5.21     No Default..................................................42
         5.22     Restricted Payments.........................................42
         5.23     Subsequent Funding Representations and Warranties...........43

ARTICLE VI.  AFFIRMATIVE COVENANTS
         6.01     Financial Statements........................................43
         6.02     Environmental Notices.......................................46
         6.03     Corporate Existence, Etc....................................46
         6.04     Corporate Powers, Etc.......................................46
         6.05     Compliance with Laws........................................46
         6.06     Payment of Taxes and Claims.................................47
         6.07     Maintenance of Properties; Insurance........................47
         6.08     Inspection of Property; Books and Records; Discussions......47
         6.09     Maintenance of Permits......................................48
         6.10     Employee Benefit Matters....................................48
         6.11     Additional Guarantors.......................................48
         6.12     Use of Proceeds.............................................48

ARTICLE VII.  NEGATIVE COVENANTS
         7.01     Indebtedness................................................49
         7.02     Sales of Assets; Liens......................................49
         7.03     Investments.................................................51
         7.04     Accommodation Obligations...................................52
         7.05     Restricted Payments.........................................53
         7.06     Conduct of Business.........................................54
         7.07     Transactions with Affiliates................................54
         7.08     Restriction on Fundamental Changes..........................54
         7.09     Employee Benefit Matters....................................54
         7.10     Environmental Liabilities...................................55
         7.11     Margin Regulations..........................................55
         7.12     Change of Fiscal Year.......................................55
         7.13     Modification of the Subordinated LYONs Note, the Revolving
                  Intercompany Note or Senior Note Indenture; Issuance of
                  Additional Senior Notes.....................................56
         7.14     Hedging Contracts...........................................56
         7.15     Receivables Securitization Transactions.....................56
         7.16     Minimum Consolidated Net Worth..............................56
         7.17     Maximum Leverage Ratio......................................56
         7.18     Minimum Consolidated Fixed Charge Coverage Ratio............56
         7.19     Capital Expenditures........................................56
         7.20     Calculation of Financial Covenants..........................57

ARTICLE VIII.  EVENTS OF DEFAULT AND REMEDIES
         8.01     Events of Default...........................................57
         8.02     Remedies Upon Event of Default..............................60

ARTICLE IX.  ADMINISTRATIVE AGENT
         9.01     Appointment and Authorization of Administrative Agent.......60
         9.02     Delegation of Duties........................................60
         9.03     Liability of Administrative Agent...........................61
         9.04     Reliance by Administrative Agent............................61
         9.05     Notice of Default...........................................62
         9.06     Credit Decision; Disclosure of Information by Administrative
                  Agent.......................................................62
         9.07     Indemnification of Administrative Agent.....................63
         9.08     Administrative Agent in its Individual Capacity.............63
         9.09     Successor Administrative Agent..............................63
         9.10     Other Agents................................................64

ARTICLE X.  MISCELLANEOUS
         10.01    Amendments, Etc.............................................64
         10.02    Notices and Other Communications; Facsimile Copies..........65
         10.03    No Waiver; Cumulative Remedies..............................66
         10.04    Attorney Costs, Expenses and Taxes..........................66
         10.05    Indemnification by the Borrower.............................67
         10.06    Payments Set Aside..........................................67
         10.07    Successors and Assigns......................................68
         10.08    Confidentiality.............................................70
         10.09    Set-off.....................................................71
         10.10    Interest Rate Limitation....................................71	

                                       i

                                1037967 00662759
         10.11    Counterparts................................................72
         10.12    Integration.................................................72
         10.13    Survival of Representations and Warranties..................72
         10.14    Severability................................................72
         10.15    Foreign Lenders.............................................72
         10.16    Removal and Replacement of Lenders..........................73
         10.17    Judgment Currency...........................................74
         10.18    Borrower's Agent............................................74
         10.19    Governing Law...............................................75
         10.20    Waiver of Right to Trial by Jury............................75

SCHEDULES

        5.03    Existing Subsidiaries
        5.04    Conflicts
        5.08    Litigation
        5.16    Environmental Matters
        5.20    Joint Ventures and Partnerships
        6.07    Insurance
        7.01    (ii) Existing Indebtedness
        7.02    (b)Existing Liens
        7.03    Existing Investments
       10.02    Eurocurrency and Domestic Lending Offices, Addresses for Notices

EXHIBITS

A        Form of Committed Loan Notice
B        [Intentionally Omitted]
C        [Intentionally Omitted]
D-1      Form of Committed Loan Note
E        Form of Compliance Certificate
F        Form of Assignment and Acceptance
G        Form of Guaranty
H        Form of Opinion of Counsel
I        Form of Allocation Notice	

3
364-DAY
REVOLVING CREDIT AGREEMENT
This 364-DAY REVOLVING CREDIT AGREEMENT ("Agreement") is entered into as of October 6, 2000, among ANIXTER INC., a Delaware corporation ("Anixter" or the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK ONE, NA, as Syndication Agent, THE BANK OF NOVA SCOTIA, as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent.
The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE 1. DEFINITIONS AND ACCOUNTING TERMSARTICLE 2.
ARTICLE 2.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:
"Accommodation Obligation", as applied to any Person, means any contractual obligation, contingent or otherwise, of that Person with respect to any Indebtedness or other obligation or liability of another, including, without limitation, any such Indebtedness, obligation or liability directly or indirectly guaranteed, supported by letter of credit, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make payment other than for value received. For purposes of interpreting any provision of this Agreement which refers to the amount of Accommodation Obligations of any Person, such provision shall be deemed to mean the maximum amount of such Accommodation Obligations or, in the case of an Accommodation Obligation to maintain solvency, assets, level of income or other financial condition, the amount of Indebtedness to which such Accommodation Obligation relates, or if less, the stated maximum, if any, in the documents evidencing such Accommodation Obligation. Notwithstanding anything to the contrary contained herein, the term "Accommodation Obligation" shall not be interpreted to include any letter of credit Obligations or any other Obligations hereunder guaranteed by Anixter or any other Guarantor.
"Administrative Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
"Administrative Agent's Office" means the Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to Anixter and the Lenders.
"Affiliate" means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (a) to vote 20% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
"Agent/Arranger Fee Letter" has the meaning specified in Section 2.10(b).
"Agent-Related Persons" means the Administrative Agent (including any successor administrative agent), together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
"Aggregate Commitments" means $110,000,000, as such amount may be reduced or adjusted from time to time in accordance with this Agreement.
"Agreement" means this 364-Day Revolving Credit Agreement.
"Agreement Accounting Principles" means GAAP as of the date of this Agreement together with any changes in GAAP after the date hereof which are not "Material Accounting Changes" (as defined below). If any changes in GAAP are hereafter required or permitted and are adopted by AXE or Anixter with the agreement of its independent certified public accountants and such changes result in a material change in the method of calculation of any of the financial covenants, restrictions or standards herein or in the related definitions or terms used therein ("Material Accounting Changes"), the parties hereto agree to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating Anixter's consolidated financial condition shall be the same after such changes as if such changes had not been made; provided, however, that no Material Accounting Change shall be given effect in such calculations until such provisions are amended in a manner reasonably satisfactory to the Required Lenders. If such amendment is entered into, all references in this Agreement to Agreement Accounting Principles shall mean GAAP as of the date of such amendment together with any changes in GAAP after the date of such amendment which are not Material Accounting Changes.
"Allocation Notice" means a notice from the Arranger and Anixter to a Lender substantially in the form of Exhibit I setting forth such Lender's Commitment.
"Anixter" has the meaning assigned to that term in the preamble hereto.
"Anixter Distribution Stock Plan" means the Anixter Distribution Stock Option Plan dated as of January 1, 1993.
"Applicable Margin" means the following percentages per annum, based upon the Debt Rating:
Applicable Margin

Pricing    Debt Ratings        Facility fee     Eurocurrency  Base Rate
Level      S&P/Moody's/Fitch                    Rate+         +
---------- ------------------- ---------------- ------------- --------------

   1         $A-/A3               0.15%             0.60%          zero
   2         BBB+/Baa1            0.175%            0.70%          zero
   3         BBB/Baa2             0.20%             0.80%          zero
   4         BBB-/Baa3            0.225%            0.90%          zero
   5         BB+/Ba1              0.25%            1.125           zero
   6         <BB+/Ba1             0.30%            1.325%          zero	

During the Term Out Period, if any, each of the foregoing Applicable Margins for Eurocurrency Rate Loans shall be increased by 0.25%.
"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), (ii) if there are three Debt Ratings and no two Debt Ratings are at the same level, the intermediate Debt Rating shall apply, or
(iii) if there are three Debt Ratings and two Debt Ratings are at the same level, then the level with the two Debt Ratings shall apply.
Initially, the Applicable Margin shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(v). 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(k) 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.
"Arranger" means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.
"Assignment and Acceptance" means an Assignment and Acceptance substantially in the form of Exhibit F.
"Attorney Costs" means and includes all reasonable fees and disbursements of any law firm or other external counsel.
"Attributable Indebtedness" means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.
"Audited Financial Statements" means the audited consolidated balance sheet of the Consolidated Group for the fiscal year ended December 31, 1999, and the related consolidated statements of income and cash flows for such fiscal year of the Consolidated Group.
"AXE" means Anixter International Inc., a Delaware corporation. ---
"Bank of America" means Bank of America, N.A.
"Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate." Such rate is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
"Base Rate Committed Loan" means a Committed Loan that is a Base Rate Loan.
"Base Rate Loan" means a Loan that bears interest based on the Base Rate.
"Benefit Plan" shall mean a defined benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which Anixter or any ERISA Affiliate is, or within the immediately preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA. "Board" means the Board of Governors of the Federal Reserve System of the United States of America.
"Borrower" means Anixter.
"Borrowing" means a Committed Borrowing.
"Business Day" means any day other than a Saturday or Sunday or a day on which commercial banking institutions located in Charlotte, Chicago, New York or San Francisco are authorized or required by law or other governmental action to close and with respect to all notices, determinations, fundings and payments in connection with any Eurocurrency Rate Loan, any day that is also a day for trading by and between banks in US Dollars in the applicable interbank eurocurrency market.
"Capital Lease" as applied to any Person, means any lease of any property (whether real, personal, or mixed) by that Person as lessee which, in conformity with Agreement Accounting Principles, is or should be accounted for as a capital lease on the balance sheet of that Person.
"Cash Equivalents" shall mean (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days after the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, then from such other nationally recognized rating services acceptable to the Administrative Agent) and not listed in Credit Watch published by S&P (or a similar publication of S&P or another nationally recognized rating service); (iii) commercial paper (other than commercial paper issued by AXE, Anixter or any Subsidiary of Anixter or any of their Affiliates), domestic and Eurodollar certificates of deposit, time deposits or bankers' acceptances, in any such case maturing no more than ninety
(90) days after the date of acquisition thereof and, at the time of the acquisition thereof, the issuer's rating on its commercial paper is at least A-1 or P-1 from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, then the highest rating from other nationally recognized rating services acceptable to the Administrative Agent); and (iv) commercial paper (other than commercial paper issued by AXE, Anixter or any Subsidiary of Anixter or any of their Affiliates), domestic and Eurodollar certificates of deposit, time deposits or bankers' acceptances, in any such case maturing no more than ninety (90) days after the date of acquisition thereof and, at the time of the acquisition thereof, the issuer is a Lender and has a rating on its commercial paper of at least A-2 or P-2 from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, then the equivalent rating from other nationally recognized rating services acceptable to the Administrative Agent), provided the amount of Cash Equivalents under this clause (iv) shall not at any time exceed US$5,000,000. "Change of Control" shall occur if any "person," as such term is defined in Section 13(d)(3) of the Securities Exchange Act, other than the Samuel Zell Group, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act), directly or indirectly, of 20% or more of the combined voting power of AXE's or Anixter's outstanding securities ordinarily having the right to vote at elections of directors, and such person at such time owns more of such combined voting power than the Samuel Zell Group.
"Closing Date" means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of
Section 4.01(b), waived by the Person entitled to receive the applicable payment).
"Code" means the Internal Revenue Code of 1986.
"Commission" means the Securities and Exchange Commission or any Governmental Authority succeeding to the functions thereof.
"Commitment" means, as to each Lender, its obligation to make Committed Loans to Anixter pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount of such Commitment set forth in the Allocation Notice sent to such Lender.
"Committed Borrowing" means a borrowing consisting of simultaneous Committed Loans of the same Type and having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
"Committed Loan" has the meaning specified in Section 2.01.
"Committed Loan Note" means a promissory note made by Anixter in favor of a Lender evidencing Committed Loans made by such Lender, substantially in the form of Exhibit D-1.
"Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Committed Loans as the same Type, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.
"Compliance Certificate" means a certificate substantially in the form of Exhibit E.
"Computation Date" means the last Business Day of each calendar month, each date on which the Borrower borrows, converts or continues any Loan hereunder and each date on which the principal amount of a Loan is required to be determined under this Agreement.
"Consolidated EBITDA" shall mean, for any period, for the Consolidated Group calculated in accordance with Agreement Accounting Principles, (i) Consolidated Net Income for such period taken as a single accounting period, plus (ii) the provision for depreciation and amortization expense of the Consolidated Group for such period, plus (iii) income taxes of the Consolidated Group for such period, and plus (iv) net interest expense of the Consolidated Group for such period; provided that there shall be excluded from Consolidated EBITDA any non-cash, non-operating gains or losses (including, without limitation, extraordinary or unusual gains or losses, gains or losses arising from the sale of capital assets or the sale of owned buildings and properties and other non-recurring gains or losses) during such period.
"Consolidated Fixed Charge Coverage Ratio" shall mean, for any period, the ratio of (a) the sum of Consolidated EBITDA and Rental Expense for such period to (b) the amount of Consolidated Fixed Charge Expense of the Consolidated Group for such period.
"Consolidated Fixed Charge Expense" shall mean, for any period, the cash interest expense (including the interest component of capital leases, the interest component of Synthetic Lease Obligations, facility fees, and fees for standby letters of credit, but excluding the interest accretion relating to the Subordinated LYONs Note) plus consolidated yield or discount accrued on the outstanding aggregate investment or principal amount of claims held by purchasers, assignees or other transferees of (or of interests in) receivables of Anixter and its Subsidiaries in connection with any Receivables Securitization Transaction (regardless of the accounting treatment of such Receivables Securitization Transaction) and Rental Expense of the Consolidated Group for such period calculated in accordance with Agreement Accounting Principles.
"Consolidated Funded Indebtedness" means, as of any date of determination, for the Consolidated Group on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations and liabilities, whether current or long-term, for borrowed money (including Obligations hereunder but excluding the Subordinated LYONs Note), (b) that portion of obligations with respect to capital leases that are capitalized in the consolidated balance sheet of the Consolidated Group, (c) the principal portion of Synthetic Lease Obligations,
(d) the outstanding aggregate investment or principal amount of claims held by purchasers, assignees or transferees of (or of interests in) receivables under Receivables Securitization Transactions, and (e) without duplication, all Accommodation Obligations with respect to Indebtedness of the type specified in subsections (a), (b), (c) and (d) above of Persons other than the Borrower or any Subsidiary.
"Consolidated Group" shall mean Anixter and each of its Subsidiaries.
"Consolidated Net Income" means, for any period, for the Consolidated Group on a consolidated basis, the net income of the Consolidated Group for that period, determined in accordance with Agreement Accounting Principles.
"Consolidated Net Worth" means, at a particular date, all amounts which would be included under shareholders' equity for the Consolidated Group determined in accordance with Agreement Accounting Principles. "Contaminant" means any pollutant, hazardous substance, hazardous chemical, toxic substance, hazardous waste or special waste, as those terms are defined in federal, state or local laws and regulations, radioactive material, petroleum, including crude oil or any petroleum-derived substance, or breakdown or decomposition product thereof, or any constituent of any such substance or waste, including but not limited to polychlorinated biphenyls and asbestos.
"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
"Customary Permitted Liens" means:
(A) Liens (other than Environmental Liens, Liens imposed under ERISA or Enforceable Judgments) for claims, taxes, assessments or charges of any Governmental Authority not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;
(B) statutory Liens of landlords, bankers, carriers, warehousemen, mechanics, materialmen and other Liens (other than Environmental Liens, Liens imposed under ERISA or Enforceable Judgments) imposed by law, arising in the ordinary course of business and for amounts which (A) are not yet due, (B) are not more than thirty (30) days past due as long as no notice of default has been given or other action taken to enforce such Liens, or (C) (1) are not more than thirty (30) days past due and a notice of default has been given or other action taken to enforce such Liens, or (2) are more than thirty (30) days past due, and, in the case of clause (1) or (2), are being contested in good faith by appropriate ---------- --- proceedings which are sufficient to prevent imminent foreclosure of such Liens and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;
(C) Liens (other than Environmental Liens, Liens imposed under ERISA or Enforceable Judgments) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of employment benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts;
(D) easements (including, without limitation, reciprocal easement agreements and utility agreements) rights-of-way, covenants, consents, rights of landlords, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property, which do not materially interfere with the ordinary conduct of the business of Anixter or any Subsidiary of Anixter;
(E) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and
(F) precautionary filings of financing statements in connection with assets that are not owned by Anixter or its Subsidiaries (including in connection with Operating Leases entered into in the ordinary course of business).
"Debt Rating" has the meaning set forth in the definition of "Applicable Margin."
"Debtor Relief Laws" means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
"Default" means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
"Default Rate" means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that (i) with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws.
"Disposition" or "Dispose" means the sale, transfer, license or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
"Domestic Subsidiaries" means Anixter-Real Estate, Inc., an Illinois corporation, Anixter Information
Systems Corporation, an Illinois corporation, and Anixter Financial Inc., a Delaware corporation.
"Eligible Assignee" has the meaning specified in Section 10.07(h).
"Enforceable Judgment" means a judgment or order as to which (a) Anixter has not demonstrated to the reasonable satisfaction of the Required Lenders that the Borrower is covered by third-party insurance (other than retro-premium insurance) therefor and (b) the period, if any, during which the enforcement of such judgment or order is stayed shall have expired, it being understood that a judgment or order which is under appeal or as to which the time in which to perfect an appeal has not expired shall not be deemed an "Enforceable Judgment" so long as enforcement thereof is effectively stayed pending the outcome of such appeal or the expiration of such period, as the case may be; provided that if enforcement of a judgment or order has been stayed on condition that a bond or collateral equal to or greater than US$20,000,000 be posted or provided, such judgment or order shall immediately be an "Enforceable Judgment."
"Environmental Laws" means all Laws relating to environmental, health, safety and land use matters applicable to any property.
"Environmental Lien" means a Lien in favor of any Governmental Authority for (i) any liability of Anixter or any Subsidiary of Anixter under federal or state environmental laws or regulations, or (ii) damages from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.
"ERISA" means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto.
"ERISA Affiliate" means any (i) corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as Anixter or any of its Subsidiaries, (ii) partnership or other trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with Anixter or any of its Subsidiaries, and
(iii) member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as Anixter or any of its Subsidiaries, any corporation described in clause (i) above or any partnership or trade or business described in clause (ii) above.
"ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder (other than an event for which the 30-day notice period is waived), with respect to a Plan; (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by Anixter or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan;
(e) any Termination Event; or (f) the receipt by Anixter or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Anixter or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.
"Euro" has the meaning set forth in Section 10.18.
"Eurocurrency Rate" means, for any Eurocurrency Rate Loan for any Interest Period, the rate per annum determined by the Administrative Agent as (i) the rate which appears on Telerate Page 3750 or the other appropriate Telerate Page (or any successor page) as the London interbank offered rate for deposits in US Dollars at approximately 11:00 a.m. (London, England time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; or (ii) if for any reason the rate described in clause (i) is not available, the rate per annum which appears on the Reuters Screen LIBO Page as the London interbank offered rate for deposits in US Dollars at approximately 11:00 a.m. (London, England time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided that if more than one rate is specified on the Reuters Screen LIBO Page, the rate shall be the arithmetic mean of all such rates (carried to five decimal places).
"Eurocurrency Rate Committed Loan" or "Eurocurrency Rate Loan" means a Committed Loan that bears interest at a rate based on the Eurocurrency Rate.
"Event of Default" means any of the events or circumstances specified in Article VIII.
"Existing Credit Facility" means that certain Second Amended and Restated Credit Agreement dated as of September 6, 1996, as amended, among the Borrower, certain of its Subsidiaries, the Guarantors, The Chase Manhattan Bank, as administrative agent, and a syndicate of lenders.
"Existing Indebtedness" means the Indebtedness of Anixter and any of its Subsidiaries reflected on Schedule 7.01(ii), but in any event excluding the Indebtedness evidenced by the Revolving Subordinated Notes.
"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
"Financial Officer" means, with respect to any Person, any of the chief financial officer, controller or treasurer of such Person and, with respect to Anixter shall include its Vice President-Finance.
"Financial Statement Delivery Date" means the 90th day following the end of the fourth Fiscal Quarter and the 45th day following the end of each other Fiscal Quarter, in each Fiscal Year. "Fiscal Quarter" means a 13-week accounting period of the Borrower ending on or about March 31, June 30, September 30 or December 31 of any Fiscal Year.
"Fiscal Year" means the fiscal year of the Borrower, which shall be the annual accounting period of the Borrower ending on the Friday closest to December 31 of each year.
"Fitch" means Fitch IBCA, Inc.
"Five-Year Credit Agreement" means the Five-Year Revolving Credit Agreement dated as of the date hereof among the Borrower, certain of its Subsidiaries, the lenders party thereto and Bank of America, as administrative agent.
"Foreign Employee Benefit Plan" means any plan, program, policy, agreement or contract maintained or contributed to or for the benefit of employees or Anixter, any of its Subsidiaries or any ERISA Affiliate which is governed by the laws of a jurisdiction outside the United States of America.
"Foreign Pension Plan" means any pension plan or other deferred compensation plan, program or arrangement maintained or contributed to or for the benefit of employees of Anixter, any of its Subsidiaries or any ERISA Affiliate, which, under the applicable local law, is required to be funded through a trust or other funding vehicle and which is governed by the laws of a jurisdiction outside the United States of America.
"Foreign Subsidiaries" means Anixter Puerto Rico, Inc., Anixter Venezuela Inc., Anixter Thailand Inc., Anixter Philippines Inc. and any of Anixter's Subsidiaries which are incorporated in any jurisdiction outside of the United States, and their respective successors and assigns.
"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied.
"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.
"Guarantors" means (a) Anixter, AXE, and each Domestic Subsidiary, and (b) each Subsidiary that becomes a Guarantor as provided in Section 6.11. "Guaranty" means the Guaranty made by the Guarantors in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit G (other than the Receivables Securitization SPV).
"Hedging Contracts" means interest rate, foreign currency or commodity exchange, swap, collar, cap, option, forward, futures or similar agreements entered into by Anixter or any of its Subsidiaries pursuant to which Anixter or such Subsidiary has hedged its interest rate, foreign currency or commodity exposure.
"Indebtedness" means, as to any Person at a particular time, all of the following (without duplication):
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) any direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), banker's acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations under any Hedging Contract in an amount equal to (i) if such Hedging Contract has been closed out, the termination value thereof, or (ii) if such Hedging Contract has not been closed out, the mark-to-market value thereof determined on the basis of readily available quotations provided by any recognized dealer in such Hedging Contract;
(d) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(e) Capital Leases and Synthetic Lease Obligations;
(f) the outstanding aggregate investment or principal amount of claims held by purchasers, assignees or transferees of (or of interests in) receivables of such Person in connection with any Receivables Securitization Transaction; and
(g) all Accommodation Obligations of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person except for customary exceptions acceptable to the Required Lenders. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
"Indemnified Liabilities" has the meaning set forth in Section 10.05.
"Indemnitees" has the meaning set forth in Section 10.05.
"Interest Payment Date" means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.
"Interest Period" means as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or (in the case of any Eurocurrency Rate Committed Loan) converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:
(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(ii) any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(iii) no Interest Period shall extend beyond the scheduled Maturity Date.
"Investment" has the meaning assigned to that term in Section 7.03.
"IRS" means the United States Internal Revenue Service.

"Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
"Lender" has the meaning specified in the introductory paragraph hereto.
"Lending Office" means, as to any Lender, the office or offices of such Lender described as such on Schedule 10.02, or such other office or offices as a Lender may from time to time notify Anixter and the Administrative Agent.
"Leverage Ratio" means, as of any date of determination, for Anixter and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four Fiscal Quarters ending on such date, provided that, for purposes of calculating the Leverage Ratio, Consolidated EBITDA shall be calculated on a pro forma basis (in accordance with Article 11 of Regulation S-X of the Securities and Exchange Commission) to the extent necessary to give effect to (a) any acquisition made by Anixter or any Subsidiary during such period (without giving effect to any increase in Consolidated EBITDA reflecting projected synergies resulting from such acquisition) so long as, and to the extent that, (i) Anixter delivers to the Administrative Agent (which shall promptly deliver to each Lender) a summary in reasonable detail of the assumptions underlying, and the calculations made, in computing Consolidated EBITDA on a pro forma basis and
(ii) the Required Lenders do not object to such assumptions and/or calculations within 10 Business Days after receipt thereof; and (b) any divestiture of a Subsidiary, division or other operating unit made during such period.
"Liabilities and Costs" means all liabilities, claims, obligations, responsibilities, losses, damages, punitive damages, consequential damages, treble damages, charges, costs and expenses (including, without limitation, attorneys', experts' and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), Environmental Lien, Enforceable Judgment, charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable.
"Loan" has the meaning specified in Section 2.01.
"Loan Documents" means this Agreement, each Committed Loan Note, the Guaranty, the Agent/Arranger Fee Letter, each Request for Credit Extension and each Compliance Certificate. "Loan Parties" means, collectively, the Borrower and the Guarantors.
"Margin Stock" has the meaning assigned to such term in Regulation G and Regulation U.
"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, assets, liabilities (actual or contingent), business, properties, financial condition or prospects of AXE, Anixter and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties (taken as a whole) to perform the obligations of all Loan Parties under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party or the rights and remedies of the Lenders under the Loan Documents.
"Material Transaction" means any sale, assignment, transfer, conveyance or other disposition of (i) assets of any member of the Consolidated Group or (ii) capital stock of any member of the Consolidated Group which, when combined with all such other sales, assignments, transfers, conveyances or other dispositions in the immediately preceding twelve-month period represents the disposition of an amount which is greater than ten percent (10.0%) of the Consolidated Group's
(x) assets or (y) revenues.
"Maturity Date" means (a) October 5, 2001, (b) such earlier date upon which the Commitments may be terminated in accordance with the terms hereof, or (c) such later date to which the Maturity Date may be extended in accordance with
Section 2.12.
"Moody's" means Moody's Investors Service, Inc.
"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years was, contributed to by Anixter or any ERISA Affiliate.
"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding.
"Officers' Certificate" means, as to any corporation, a certificate executed on behalf of such corporation by a Financial Officer of such corporation.
"Operating Lease" means, as applied to any Person, any lease of any Property by that Person as lessee which is not a Capital Lease.
"Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the articles of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state of its formation, in each case as amended from time to time.
"Outstanding Amount" means with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans occurring on such date.
"Participant" has the meaning specified in Section 10.07(d).
"PBGC" means the Pension Benefit Guaranty Corporation.
"Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Anixter or any ERISA Affiliate or to which Anixter or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.
"Permits" means any permit, approval, consent, authorization, license, variance, or permission required from a Governmental Authority under an applicable Requirement of Law.
"Permitted Existing Liens" means the Liens on any property of Anixter or any Subsidiary of Anixter, in each case reflected on Schedule 7.02(b).
"Person" means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, unincorporated organization, bank, business association, firm, joint venture or Governmental Authority.
"Plan" means an employee benefit plan defined in Section 3(3) of ERISA in respect of which either Anixter or any ERISA Affiliate is, or within the immediately preceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA.
"Pro Rata Share" means, with respect to each Lender, the percentage (carried out to the ninth decimal place) that such Lender's Commitment comprises of the Aggregate Commitments, as such share may be adjusted as contemplated herein.
"Property" means with respect to any Person, any real or personal property, plant, building, facility, structure, equipment or unit, or other asset (tangible or intangible) owned, leased or operated by such Person. "Put Event" means a "Put Event" under and as defined in Section 1010 of the Senior Note Indenture.
"Receivables Securitization SPV" means a special purpose entity that is a Subsidiary established for a Receivables Securitization Transaction.
"Receivables Securitization Transaction" means any sale, assignment or other transfer by Anixter or any Subsidiary of accounts receivable, lease receivables or other payment obligations owing to Anixter or such Subsidiary or any interest in any of the foregoing, together in each case with any collections and other proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or other property or claims in favor of Anixter or such Subsidiary supporting or securing payment by the obligor thereon of, or otherwise related to, any such receivables.
"Register" has the meaning set forth in Section 10.07(c).
"Release" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration from any Property into the indoor or outdoor environment, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Property.
"Remedial Action" means any action required to (i) clean up, remove, treat or in any other way address Contaminants in the indoor or outdoor environment;
(ii) prevent a Release or threat of Release or minimize the further Release of Contaminants so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care.
"Rental Expense" means, for any period, the total rental expense for Operating Leases of the Consolidated Group on a consolidated basis, as determined in accordance with Agreement Accounting Principles.
"Reportable Event" means any of the events set forth in Section 4043 of 
ERISA.
"Request for Credit Extension" means with respect to a Committed Borrowing, or a conversion or continuation of Committed Loans, a Committed Loan Notice.
"Required Lenders" means, as of any date of determination, Lenders whose Voting Percentages aggregate more than 50%.
"Requirements of Law" means, as to any Person, the Organization Documents or other organizational or governing documents of such Person, and any law, rule or regulation, Permit, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its property is subject, including, without limitation, the Securities Act, the Securities Exchange Act, Regulation T, Regulation U and Regulation X, and any certificate of occupancy, zoning ordinance, building, environmental or land use, law, rule, regulation, ordinance or Permit or occupational safety or health law, rule or regulation.
"Responsible Officer" means the president, chief financial officer, treasurer or assistant treasurer of a Loan Party or such other person designated as such by any of the foregoing officers of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
"Restricted Payment" means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Anixter or any of its Subsidiaries, except a distribution of stock as part of a stock split and except a dividend payable solely in shares of that class of stock or in any junior class of stock to the holders of that class, provided that the issuance of such stock or junior class of stock is not an incurrence of Indebtedness, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Anixter or any of its Subsidiaries now or hereafter outstanding, (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Anixter or any of its subsidiaries now or hereafter outstanding, (iv) any payment of a claim for the rescission of the purchase or sale of, or for material damages arising from the purchase or sale of any shares of the capital stock of Anixter or any of its Subsidiaries or of a claim for reimbursement, indemnification or contribution arising out of or related to any such claim for damages or rescission, (v) any payment of tax-sharing payments, allocated corporate overhead (other than expenses paid to third parties by AXE on behalf of Anixter), guaranty fees or management fees to AXE or any of its Affiliates, and (vi) any payment in the nature of a loan from Anixter or any of its Subsidiaries to AXE or any of AXE's Subsidiaries (other than intercompany loans between Anixter or any of Anixter's Subsidiaries with each other as expressly permitted pursuant to this Agreement); provided, however, Restricted Payment shall not include (x) any payment of dividends by any Subsidiary of Anixter to Anixter or any other Subsidiary of Anixter, or (y) any redemption, retirement, purchase or other acquisition for value, direct or indirect, of any shares of capital stock of Anixter issued to its employees under and pursuant to the provisions of the Anixter Distribution Stock Plan pursuant to Section 7.03(iv)(b).
"Revolving Subordinated Note" means the demand promissory note from Anixter to AXE dated October 6, 2000, as the same may be amended, modified or supplemented.
"Same Day Funds" means (i) with respect to disbursements and payments in US Dollars, immediately available funds, and (ii) with respect to disbursements and payments in any other currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in such currency.
"Samuel Zell Group" means Samuel Zell or any of his affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act) or associates (as such term is defined in Rule 12b-2 of the Securities Exchange Act), and his heirs and beneficiaries.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
"Securities Act" means the Securities Act of 1933.
"Securities Exchange Act" means the Securities Exchange Act of 1934.
"Senior Note Indenture" means that certain Indenture dated as of September 9, 1996 among Anixter, AXE and The Bank of New York, as Trustee.
"Senior Notes" shall mean Anixter's Senior Notes due 2003, issued pursuant to the Senior Note Indenture in an amount not to exceed US$100,000,000.
"Solvent" means, when used with respect to any Person, that at the time of determination:
(i) the fair value of its assets (both at fair valuation and at present fair saleable value) is equal to or in excess of the total amount of its liabilities, including, without limitation, contingent liabilities; and
(ii) it is then able and expected to be able to pay its debts as they mature; and
(iii) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.
With respect to contingent liabilities (such as litigation, guarantees and pension plan liabilities), such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represent the amount which can reasonably be expected to become an actual or matured liability.
"Subordinated LYONs Note" means the zero-coupon, convertible subordinated note dated October 6, 2000 of Anixter payable to AXE in the original principal amount of US$200,035,440.
"Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of Anixter.
"Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
"Tax Allocation Agreement" means that certain Tax Allocation Agreement between AXE and Anixter dated as of January 1, 1987 as initially supplemented by that certain Tax Allocation Agreement Supplement dated as of May 6, 1987, which Supplement has been superseded by that certain Tax Allocation Agreement Supplement dated as of May 20, 1992, as the same may be amended, restated, supplemented or otherwise modified from time to time (i) in any respect which does not (a) require Anixter to make any greater payments thereunder either in absolute amounts or percentage terms or (b) does not reduce either in absolute amounts or percentage terms the benefits to Anixter, without consent of all of the Lenders or (ii) otherwise with the consent of the Required Lenders.
"Term Out Period" has the meaning set forth in Section 2.12.
"Termination Event" means a (i) Reportable Event with respect to any Benefit Plan; (ii) the withdrawal of Anixter of any ERISA Affiliate from a Benefit Plan during a plan year in which Anixter or such ERISA Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of ERISA; (iii) the imposition of an obligation of Anixter or any ERISA Affiliate under Section 4041 of ERISA to provide affected parties written notice of intent to terminate a Benefit Plan in a distress termination described in Section 4041(c) of ERISA;
(iv) the institution by the PBGC or any similar foreign governmental authority of proceedings to terminate a Benefit Plan or a Foreign Pension Plan, (v) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan; (vi) a foreign governmental authority shall appoint or institute proceedings to appoint a trustee to administer any Foreign Pension Plan; or
(vii) the partial or complete withdrawal of Anixter of any ERISA Affiliate from a Multiemployer Plan or a Foreign Pension Plan.
"Total Outstandings" means at any time the aggregate principal amount of all Loans.
"Transaction Costs" means the reasonable fees, costs and expenses payable by Anixter or any of its Subsidiaries pursuant hereto or in connection herewith or in respect hereof or of the other Loan Documents.
"Transaction Documents" means the Loan Documents, the Tax Allocation Agreement, the Revolving Subordinated Note and the Subordinated LYONs Note.
"Type" means with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.
"US Dollar Eurocurrency Rate Loans" means Committed Loans which are Eurocurrency Rate Loans and are denominated in US Dollars.
"US Dollars" or "US$" means dollars constituting legal tender for the payment of public and private debts in the United States of America.
"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 Outstanding Amount of such Lender's Committed Loans then constitutes of (ii) the Total Outstandings; provided, however, that if any Lender has failed to fund any portion of the Committed Loans required to be funded by it hereunder, such Lender's Voting Percentage shall be deemed to be -0-, and the respective Pro Rata Shares and Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of "Required Lenders" without regard to such Lender's Commitment or the outstanding amount of its Committed Loans, as the case may be.
ARTICLE 1.02 Other Interpretive Provisions .
(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(i) The words "herein" and "hereunder" and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(ii) Unless otherwise specified herein, Article, Section, Exhibit and Schedule references are to this Agreement.
(iii) The term "including" is by way of example and not limitation.
(iv) The term "documents" includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced.
(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including."
(c) Section headings herein and the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
ARTICLE 1.03 Accounting Terms . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
ARTICLE 1.04 Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
ARTICLE 1.05 References to Agreements and Laws . Unless otherwise expressly provided herein, (a) references to agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
ARTICLE 2. THE COMMITMENTS AND CREDIT EXTENSIONSARTICLE 3.
ARTICLE 3.01 Committed Loans .
Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a "Committed Loan" or "Loan") to Anixter 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 Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the aggregate Outstanding Amount of all Loans shall not exceed the Aggregate Commitments and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, shall not exceed such Lender's Commitment. Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, Anixter may borrow under this Section 2.01, prepay under Section 2.03, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
ARTICLE 3.02 Borrowings, Conversions and Continuations of Committed Loans .
(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Loans as the same Type shall be made upon Anixter's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (i) three Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, and (ii) on the requested date of any Committed Borrowing of Base Rate Loans. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of Anixter. Each Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Loans shall be in a principal amount of US$500,000 or a whole multiple of US$100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether Anixter is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Committed Loans as the same Type, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Anixter fails to specify a Type of Committed Loan in a Committed Loan Notice or if Anixter fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If Anixter requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by Anixter 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 Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 1:00 p.m., New York time, 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 Committed Borrowing,
Section 4.01), the Administrative Agent shall make all funds so received available to Anixter in like funds as received by the Administrative Agent either by (i) crediting the account of Anixter 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 Anixter.
(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurocurrency Rate Loan. During the existence of a Default or Event of Default, no Committed Loans may be requested as, converted to or continued as Eurocurrency Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans be converted immediately to Base Rate Loans.
(d) The Administrative Agent shall promptly notify Anixter and the Lenders of the interest rate applicable to any Eurocurrency Rate Committed Loan upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. The Administrative Agent shall notify Anixter and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.
ARTICLE 3.03 Prepayments .
(a) Anixter may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed 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., New York time, (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 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 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 Pro Rata Share of such prepayment. If such notice is given by Anixter, Anixter 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 Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares.
(b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. ARTICLE 3.04 Reduction or Termination of Commitments . Anixter may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or permanently reduce the Aggregate Commitments to an amount not less than the then Outstanding Amount of all Loans; 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 Commitments. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All facility fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
ARTICLE 3.05 Repayment of Loans . Anixter shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.
ARTICLE 3.06 Interest .
(a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Committed Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Margin and
(ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.
(b) While any Event of Default exists or after acceleration, the Borrower shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
ARTICLE 3.07 Fees .
(a) Facility Fee. Anixter shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a facility fee equal to the Applicable Margin times the actual daily amount of the Aggregate Commitments, regardless of usage. The facility fee 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. The facility fee 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 fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met.
(b) Arrangement and Agency Fees. Anixter shall pay an arrangement fee to the Arranger for the Arranger's own account, and shall pay an agency fee to the Administrative Agent for the Administrative Agent's own account, in the amounts and at the times specified in the letter agreement, dated July 26, 2000 (the "Agent/Arranger Fee Letter"), among Anixter, the Arranger and the Administrative Agent. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.
(c) Upfront Fee. Anixter shall pay to the Administrative Agent for the account of each Lender on the Closing Date an upfront fee equal to the amount provided for such Lender in its Allocation Notice. Such fee shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.
ARTICLE 3.08 Computation of Interest and Fees . Computation of interest on Base Rate Loans computed based on Bank of America's "prime rate" shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day.
ARTICLE 3.09 Evidence of Debt . The Committed Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Committed Borrowings made by the Lenders to the Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of such Lender shall control. Upon the request of any Lender made through the Administrative Agent, such Lender's Loans may be evidenced by a Committed Loan Note, in addition to such accounts or records. Each Lender may attach schedules to its Committed Loan Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of the applicable Loans and payments with respect thereto.
ARTICLE 3.010 Payments Generally .
(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 12:00 noon, New York time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 12:00 noon, New York time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
(b) Subject to the definition of "Interest Period," if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(d) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and
(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") ------------------- at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Committed Loan included in the applicable Committed Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
A notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error.
Upon any Lender failing to make such payment required to be made by such Lender under this Agreement, Anixter may remove or replace such Lender in accordance with Section 10.16.
(e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and the conditions to the applicable Committed Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.
(f) The obligations of the Lenders hereunder to make Committed Loans are several and not joint. The failure of any Lender to make any Committed Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan or purchase its participation.
(g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
ARTICLE 3.011 Sharing of Payments . If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in such Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.
ARTICLE 3.012 Term Out Option . Not earlier than 60 days prior to the Maturity Date, Anixter may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), effect an extension (one time only) of the scheduled Maturity Date to a date not more than 364 days from the existing scheduled Maturity Date (such extended period being herein called the "Term Out Period"). No additional Committed Borrowings may be made during the Term Out Period. The Applicable Margin shall be increased by 0.25% during the Term Out Period as provided in the definition of Applicable Margin. The Administrative Agent and Anixter shall promptly confirm to the Lenders such extension of the scheduled Maturity Date. As a condition precedent to such extension, Anixter shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the original scheduled Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and, (ii) certifying that, before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the original scheduled Maturity Date and no Default or Event of Default exists.
ARTICLE 4. TAXES, YIELD PROTECTION AND ILLEGALITY
ARTICLE 4.01 Taxes .
(a) Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.
(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "Other Taxes").
(c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the Borrower shall also pay to the Administrative Agent (for the account of such Lender) or to such Lender, at the time interest is paid, such additional amount that such Lender specifies as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have received if such Taxes or Other Taxes had not been imposed.
(d) The Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection
(d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor. With respect to such deduction or withholding for or on account of Taxes and to confirm that all such Taxes have been paid to the appropriate Governmental Authorities, the Borrower shall promptly (and in any event not later than 30 days after receipt) furnish to each Lender and the Administrative Agent such certificates, receipts and other documents as may be required (in the judgment of such Lender or the Agent) to establish any tax credit to which such Lender or the Administrative Agent may be entitled. If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes as to which it has been indemnified by the Borrower pursuant to this Section 3.01, it shall promptly notify Anixter of such refund and shall, within 30 days after receipt of a request by Anixter (or promptly upon receipt, if Anixter has requested application for such refund pursuant hereto), repay such refund to the Borrower (to the extent of amounts that have been paid by the Borrower under this Section 3.01 with respect to such refund and to the extent such refund has been received by such Lender or the Administrative Agent), net of all out-of-pocket expenses of such Lender and without interest (except to the extent such refund includes any interest); provided that the Borrower, upon the request of such Lender or the Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent if such Lender or the Administrative Agent is required to repay such refund. Nothing contained in this clause (d) shall require any Lender or the Administrative Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
ARTICLE 4.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, US Dollars in the applicable offshore US Dollar market, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to Anixter through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and Anixter that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.
ARTICLE 4.03 Inability to Determine Rates . If the Administrative Agent determines (or in the case of clause (c) below, the Required Lenders determine) in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) US Dollar deposits are not being offered to banks in the applicable offshore US Dollar market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for such Eurocurrency Rate Loan, or (c) the Eurocurrency Rate for such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the Required Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly notify Anixter and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Committed Borrowing, conversion or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.
ARTICLE 4.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans .
(a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any material increase in the cost to such Lender of agreeing to make or making, funding or maintaining applicable Loans, or a material reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection
(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.
(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of materially reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.
(c) The Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional costs on the unpaid principal amount of each Eurocurrency Rate Loan to the Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days' prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.
ARTICLE 4.05 Funding Losses . Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Loan of the Borrower other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or
(c) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16.
Such compensation shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining the funds for the Loan being paid, prepaid, refinanced or not borrowed (which in the case of a Eurocurency Rate Loan will be assumed to be the Eurocurrency Rate applicable thereto) for the period from the date of such payment, prepayment, refinancing or failure to borrow or refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow or refinance, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed or refinanced for such period or Interest Period, as the case may be. The Borrower shall pay each Lender the amount shown as due on any certificate delivered by such Lender claiming such compensation within ten (10) Business Days after the Borrower's receipt of the same. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore US Dollar interbank market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Committed Loan was in fact so funded. ARTICLE 4.06 Matters Applicable to all Requests for Compensation .
(a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. Such certificate shall provide in reasonable detail the amount payable and the calculations used to determine such amount. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.
(b) Upon any Lender's making a claim for compensation under Section 3.01 or
Section 3.04, Anixter may remove or replace such Lender in accordance with
Section 10.16.
(c) Any Lender claiming any additional amounts payable pursuant to Section 3.01 or Section 3.04, or exercising its rights under Section 3.02, shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by Anixter or to change the jurisdiction of its Lending Office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.
(d) If any Lender fails to notify Anixter and the Administrative Agent within 120 days of its actual knowledge of any such additional amount payable by the Borrower pursuant to Section 3.01 or 3.04(a) or (b) (the "Notice Date"), the Borrower shall not be obligated to pay such additional amounts accruing during the period from the Notice Date until the date of delivery of such notice, provided, further, that the failure to give such notice shall not affect the Borrower's obligation to pay such additional amounts accrued prior to the Notice Date or after delivery of such notice.
ARTICLE 4.07 Survival . All of the Borrower's obligations under this Article III shall survive termination of the Commitments and payment in full of all the other Obligations.
ARTICLE 5. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
ARTICLE 5.01 Conditions of Initial Committed Borrowing . The obligation of each Lender to make its initial Committed Borrowing hereunder is subject to satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders, the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) Committed Loan Notes executed by the Borrower in favor of each Lender requesting such a Committed Loan Note, each in a principal amount equal to such Lender's Commitment;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party and authorizing the execution, delivery and performance by such Loan Party of the Loan Documents to which such Loan Party is a party;
(iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of formation (to the extent applicable in such jurisdiction), including certified copies of each Loan Party's Organization Documents and certificate of good standing (if applicable) and tax clearance certificates;
(v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect; and (C) the current Debt Ratings;
(vi) an opinion of counsel to each Loan Party substantially in the form of Exhibit H;
(vii) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all outstanding obligations thereunder have been paid or are being paid in full; and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
ARTICLE 5.02 Conditions to all Committed Borrowings . The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Committed Loans as the same Type) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrower contained in Article V, or which are contained in any document furnished at any time under or in connection herewith, shall be true and correct in all material respects on and as of the date of such Committed Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(b) No Default or Event of Default shall exist, or would result from such proposed Committed Borrowing.
(c) The Administrative Agent shall have received a Request for Committed Borrowing in accordance with the requirements hereof.
(d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require.
Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Committed Loans as the same Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Committed Borrowing.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and the Lenders that:
ARTICLE 6.01 Organization; Corporate Powers . AXE, Anixter and each Subsidiary of Anixter (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except those jurisdictions where the failure to be in good standing or to so qualify has not had or could not reasonably be expected to have a Material Adverse Effect, and
(iii) has all requisite corporate power and authority to own, operate and encumber its property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by the Transaction Documents.
ARTICLE 6.02 Authority .
(a) AXE, Anixter and each Subsidiary of Anixter party to any of the Transaction Documents has the requisite corporate power and authority to execute, deliver and perform its obligations under each of the Transaction Documents executed by it, or to be executed by it. (b) The execution, delivery and performance (or filing or recording, as the case may be) of each of the Transaction Documents to which its party and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of AXE, Anixter and each Subsidiary of Anixter party thereto and no other corporate proceedings on the part of any such Person are necessary to consummate such transactions.
(c) Each of the Transaction Documents to which it is a party has been duly executed and delivered (or filed or recorded, as the case may be) by AXE, Anixter and each Subsidiary of Anixter party thereto, constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except as enforceabiltiy may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles), and is in full force and effect (unless terminated in accordance with the terms thereof).
ARTICLE 6.03 Subsidiaries . Anixter has no Subsidiaries other than those described in Schedule 5.03 and those, if any, which are permitted by Section 7.03 to be created after the Closing Date.
ARTICLE 6.04 No Conflict . The execution, delivery and performance of each Transaction Document to which it is party by AXE, Anixter and each Subsidiary of Anixter and each of the transactions contemplated thereby, do not and will not
(i) conflict with any Contractual Obligation of any such Person, any liability resulting from which would have or could be reasonably expected to have a Material Adverse Effect, or (ii) conflict with or violate such Person's certificate or articles of incorporation or by-laws or similar charter and constituting documents, or (iii) except as set forth on Schedule 5.04, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of any such Person, or require termination of any Contractual Obligation of any such Person, or (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the properties or assets of any such Person (other than Liens permitted pursuant to Section 7.02(b)), or (v) require any approval of stockholders of any such Person, unless such approval has been obtained.
ARTICLE 6.05 Governmental Consents . The execution, delivery and performance of each Transaction Document to which it is a party by AXE, Anixter and each Subsidiary of Anixter, and the transactions contemplated thereby do not and will not require any registration with, consent or approval of, or notice to, or other action with or by, any Governmental Authority, except filings, consents or notices which have been made, obtained or given and are in full force and effect.
ARTICLE 6.06 Governmental Regulation . Neither AXE nor Anixter nor any of Anixter's Subsidiaries is subject to regulation under the Public Utility Holdings Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other statute or regulation of any Governmental Authority such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated hereby or by the other Transaction Documents is materially impaired.
ARTICLE 6.07 Financial Position .
(a) As of the Closing Date, all quarterly and annual financial statements of Anixter or of Anixter and any of its Subsidiaries delivered to the Administrative Agent and the Lenders (including the Audited Financial Statements) were prepared in conformity with GAAP (except as otherwise noted therein) and fairly present the financial position of Anixter or the consolidated financial position of Anixter and such Subsidiaries, as the case may be, as at the respective dates thereof and the results of operations and changes in cash flows for each of the periods covered thereby, subject, in the case of any unaudited interim financial statements to changes resulting from audit and normal year-end adjustments.
(b) All quarterly and annual financial statements of Anixter or of Anixter and any of its Subsidiaries delivered to the Administrative Agent on or prior to the date this representation is made or deemed made were prepared in conformity with GAAP (except as otherwise noted there) and fairly present the financial position of Anixter or the consolidated financial position of Anixter and such Subsidiaries, as the case may be as at the respective dates thereof and the results of operations and changes in cash flows for each of the periods covered thereby, subject, in the case of any unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments.
ARTICLE 6.08 Litigation; Adverse Effects .
(a) Except as set forth in Schedule 5.08 there is no action, suit, proceeding, investigation of any Governmental Authority or arbitration at law or in equity, or before or by any Governmental Authority, pending, or, to the best knowledge of the Borrower, threatened against AXE, Anixter or any Subsidiary of Anixter or any Property of any of them, which could be reasonably expected to result in any Material Adverse Effect.
(b) Neither AXE nor Anixter nor any Subsidiary of Anixter is (A) in violation of any applicable law which violation has or could reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, decree, order, rule or regulation of any court or Governmental Authority which has or could reasonably be expected to have a Material Adverse Effect. There is no action, suit, proceeding or investigation pending or, to the knowledge of the Borrower, threatened against or affecting AXE, Anixter or any Subsidiary of Anixter which challenges the validity or the enforceability of any of the Transaction Documents.
ARTICLE 6.09 No Material Adverse Change . With respect to each of AXE, Anixter and Anixter and its Subsidiaries taken as a whole, there has occurred no event since December 31, 1999 which has or could reasonably be expected to have a Material Adverse Effect.
ARTICLE 6.010 Payment of Taxes . All United States Federal income and other material tax returns and reports of the Borrower and the Borrower's Subsidiaries required to be filed (including extensions) have been timely filed and all taxes, assessments, fees and other charges of Governmental Authorities thereupon and upon their respective properties, assets, income and franchises which are shown on such returns as being due and payable, have been paid when due and payable, except (i) taxes being contested in good faith by appropriate proceedings and that are reserved against in accordance with GAAP, (ii) taxes which are not yet delinquent, (iii) taxes which are payable in installments so long as paid before any penalty accrues with respect thereto and (iv) other taxes, assessments, fees and other charges or Governmental Authorities which do not exceed US$250,000 in the aggregate. Except as set forth in clauses (i) through (iv) above, the Borrower has no knowledge of any proposed tax assessment against Anixter or any of Anixter's Subsidiaries which could reasonably be expected to have a Material Adverse Effect.
ARTICLE 6.011 Performance . Neither AXE nor Anixter nor any Subsidiary of Anixter is in default in the performance, observance or fulfilment of any of the obligations, covenants or conditions contained in any Contractual Obligation applicable to it the effect of which could reasonably be expected to have a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute a default under such Contractual Obligation, except where the consequences, direct or indirect, of such default or defaults, if any, would not have and could not reasonably be expected to have a Material Adverse Effect.
ARTICLE 6.012 Securities Activities . Neither AXE nor Anixter nor any of Anixter's Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock and none will use, directly or indirectly, the proceeds of any Loan to purchase or carry Margin Stock.
ARTICLE 6.013 Disclosure . Subject to changes in facts or conditions which are required or permitted under this Agreement, the representations and warranties of AXE, the Borrower and each Subsidiary of the Borrower contained in the Transaction Documents, and all certificates and other documents delivered to the Administrative Agent in connection therewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.
ARTICLE 6.014 Requirements of Law . Each of AXE, Anixter and each Subsidiary of Anixter is in compliance with all Requirements of Law (including, without limitation, the Securities Act and the Securities Exchange Act, the applicable rules and regulations thereunder, and state securities laws) applicable to it and its business, where the failure to so comply would have or could be reasonably expected to have a Material Adverse Effect.
ARTICLE 6.015 Patents, Trademarks, Permits, Etc. Anixter and each Subsidiary of Anixter owns, is licensed or otherwise has the lawful right to use, or has all permits and other approvals of Governmental Authorities, patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes used in or necessary for the conduct of its business as currently conducted which are material to its financial condition, business, operations, assets and prospects, individually or taken as a whole. The use of such permits and other approvals of Governmental Authorities, patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes by the Borrower or any such Subsidiary does not infringe on the rights of any Person, subject to such claims and infringements the existence of which do not have or could not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Transaction Documents will not impair the ownership of or rights under (or the license or other right to use, as the case may be) any permits and governmental approvals, patents, trademarks, service marks, trade names, copyrights, technology, know-how or processes by Anixter or any such Subsidiary in any manner which has or could reasonably be expected to have a Material Adverse Effect.
ARTICLE 6.016 Environmental Matters . Except as disclosed in Schedule 5.16 and except to the extent that a failure of any of the following representations to be true could not be reasonably expected to have a Material Adverse Effect,
(i) each of the operations of AXE, Anixter and its Subsidiaries comply in all respects with all applicable environmental, health and safety Requirements of Law; (ii) each of AXE, Anixter and its Subsidiaries has obtained all environmental, health and safety Permits necessary for its operations, all such Permits are in good standing and AXE, Anixter and its Subsidiaries are in compliance with all terms and conditions of such Permits; and (iii) (A) neither AXE, Anixter nor any Subsidiary of Anixter, nor any of their present Property or operations and (B) none of AXE's, Anixter's or its Subsidiaries' previously-owned Property or past operations is subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment.
ARTICLE 6.017 Employee Benefit Matters . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, the present value of all accumulated benefit obligations under all Pension Plans (based on the assumptions used by the Plans to determine benefit obligations on an ongoing basis) does not exceed the fair market value of all assets of such Plans. As of each date that this representation is made or deemed made, the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used by the Plans to determine benefit obligations on an ongoing basis) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than US$5,000,000 the fair market value of all of the assets of all such underfunded Plans.
ARTICLE 6.018 Solvency . Each Loan Party is Solvent after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents and the payment and accrual of all Transaction Costs with respect to any of the foregoing.
ARTICLE 6.019 Assets and Properties . AXE, Anixter and each Subsidiary of Anixter has good title to all of the assets (tangible and intangible) owned by it, except for imperfections of title (including Liens to the extent permitted under Section 7.02(b)) which in the aggregate could not reasonably be expected to have a Material Adverse Effect, and all such assets are free and clear of all Liens, except as otherwise specifically permitted by the terms and provisions of this Agreement and the other Loan Documents. Substantially all of the assets and properties owned by, leased to or used by the Borrower or any Domestic Subsidiary of Anixter are in good repair, working order and condition, excepting ordinary wear and tear and are free and clear of any known defects except such defects as do not substantially interfere with the continued use thereof in the conduct of normal operations.
ARTICLE 6.020 Joint Venture; Partnership . Except as set forth in Schedule 5.20 or as otherwise permitted in this Agreement, neither AXE nor Anixter nor any Subsidiary of Anixter is engaged in any partnership or material joint venture with any other Person.
ARTICLE 6.021 No Default . No Default or Event of Default exists.
ARTICLE 6.022 Restricted Payments . On or after the Closing Date, neither Anixter nor any Subsidiary of Anixter has directly or indirectly declared, ordered, paid or made or set apart any sum or property for any Restricted Payment or agreed to do so, except to the extent permitted pursuant to Section 7.05.
ARTICLE 6.023 Subsequent Funding Representations and Warranties . To induce each Lender and the Administrative Agent to enter into this Agreement and to make the Loans, the Borrower represents and warrants to each Lender and the Administrative Agent that the statements set forth in the preceding Sections of this Article V (except to the extent that such statements expressly are made only as of the Closing Date), are true, correct and complete in all material respects on and as of the date of each Borrowing after the Closing Date, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are expressly required or permitted under this Agreement.
ARTICLE 7. AFFIRMATIVE COVENANTSARTICLE 8.
So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation shall remain unpaid or unsatisfied,
ARTICLE 8.01 Financial Statements . The Borrower shall, and shall cause each of its material Subsidiaries to, maintain or cause to be maintained a system of accounting established and administered in accordance with sound business practices and consistent with past practice to permit preparation of financial statements in conformity with GAAP and, if required by the terms of this Agreement, in conformity with Agreement Accounting Principles, and each of the financial statements described below shall be prepared from such system and records. Anixter shall deliver or cause to be delivered to the Administrative Agent and each Lender:
(a) Quarterly Reports. As soon as practicable, and in any event within forty-five (45) days after the end
of each of Anixter's Fiscal Quarters, on a consolidated basis for the Consolidated Group, each of the following:
(i) a balance sheet as of the end of such Fiscal Quarter and as of the end of the previous Fiscal Year; and
(ii) an income statement and a cash flow statement of such Fiscal Quarter and for the period from the beginning of the current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form and in reasonable detail the figures for the corresponding periods of the previous Fiscal Year;
all prepared by Anixter, together with a certification by one of Anixter's Financial Officers that they fairly represent the financial condition of the Persons covered thereby as at the dates indicated in accordance with GAAP, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes.
(b) Annual Reports. As soon as practicable, and in any event within ninety
(90) days after the end of each Fiscal Year on a consolidated basis for the Consolidated Group, annual financial statements consisting of a balance sheet, income statement and cash flow statement, setting forth in comparative form in each case the consolidated figures for the previous Fiscal Year all in reasonable detail, and accompanied by an opinion (unqualified as to scope or going concern and which is not adverse) thereon of Ernst & Young LLP or other firm of independent certified public accountants of recognized national standing regularly retained by Anixter and acceptable to the Administrative Agent, which report shall state that such financial statements present fairly the financial position of the Persons covered thereby as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (or, in the event of a change in accounting principles, such accountants' concurrence with such change) and that such firm's audit has been conducted in accordance with generally accepted auditing standards.
(c) Budget and Business Plan. Promptly upon completion, but in any event not later than seventy-five (75) days after the end of each Fiscal Year, on a consolidated basis for the Consolidated Group, a copy of the operating budget and projections by Anixter of the income statement, balance sheet and cash flow of the Consolidated Group, taken as a whole, for the next succeeding Fiscal Year of Anixter, all in form customarily prepared by Anixter's management, such operating budget and projected financial statements to be accompanied by a certificate of one of Anixter's Financial Officers to the effect that such operating budget and projected financial statements have been prepared on the basis believed by Anixter to be reasonable.
(d) Compliance Certificate; MD&A. Together with each delivery of the financial statements pursuant to subsections (a) and (b) above, (i) an Officers' Certificate of Anixter stating that the signers have reviewed the terms of this Agreement and the Loan Documents, and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Anixter and its Subsidiaries, during the accounting period covered by such financial statements, and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence, as at the date of the Officers' Certificate, of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Anixter has taken, is taking and proposes to take with respect thereto; (ii) a Compliance Certificate (A) demonstrating in reasonable detail compliance during and at the end of such accounting periods with the provisions set forth in Sections 7.05, and 7.15 through 7.19 and (B) reporting the Debt Ratings and based upon its calculations the Applicable Margin; and (iii) a written discussion and analysis by the management of Anixter of such financial statements.
(e) Accountant's Compliance Certificate. Simultaneously with the delivery of the financial statements referred to in subsection (b) above, a statement of the firm of independent certified public accountants which reported on such financial statements whether anything has come to their attention to cause them to believe that there existed on the date of such statements any Event of Default or Default.
(f) Report of Material Events. Promptly upon Anixter obtaining knowledge (A) of any condition or event which constitutes an Event of Default or Default, (B) of any condition or event which constitutes an event of default or which, with the giving of notice or lapse of time or both, would constitute an event of default under the Subordinated LYONs Note, the Senior Notes, the Senior Note Indenture or the Revolving Subordinated Note, (C) of any condition or event which is required to be disclosed in a current report filed by Anixter with the Commission on Form 8-K, or (D) of any condition or event which has or could reasonably be expected to have a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition or event and what action Anixter has taken, is taking and proposes to take with respect thereto.
(g) Notice of Claims and Proceedings. (i) Promptly after learning thereof, notice of the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Anixter or any Subsidiary of Anixter involving claims in excess of US$10,000,000 except where the same is fully covered (other than any applicable co-insurance or deductible) by insurance (other than insurance in the nature of retro-premium insurance or other self insurance programs); and (ii) promptly upon learning thereof, notice of any investigation or proceeding before or by any Governmental Authority, the effect of which might limit, prohibit or restrict materially the manner in which Anixter or any Subsidiary of Anixter currently conducts its business or to declare any substance contained in the products manufactured or distributed by it to be dangerous, if such investigation or proceeding has or could reasonably be expected to have a Material Adverse Effect.
(h) ERISA Matters. Prompt written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect, such written notice to describe such ERISA Event or Events and the action, if any, which Anixter or such ERISA Affiliate has taken, is taking and proposes to take with respect thereto.
(i) Publicly Distributed Information. On a timely basis, copies of all financial statements, reports and notices, if any, sent or made available generally by AXE or Anixter to the holders of its publicly-held securities, if any, or filed with the Commission, and of all press releases made available generally by AXE or Anixter to the public, if any, concerning material developments in the business of AXE, Anixter or any of Anixter's Subsidiaries.
(j) Notices regarding the Senior Note Indenture. (i) A copy of each notice or other written communication delivered by or on behalf of Anixter to any holder of Senior Notes or to the trustee under the Senior Note Indenture, such delivery to be made at the same time and by the same means as such notice or other written communication is delivered to such Person, (ii) a copy of each notice or other written communication is received by Anixter from the holders of or trustee for the Senior Notes, such delivery to be made promptly after such notice or other written communication is received by Anixter and (iii) notice of any material amendment or modification of, or supplement to, the Senior Note Indenture, including, without limitation, any supplement governing the issuance of any additional notes under the Senior Note Indenture.
(k) Debt Ratings. Promptly after learning thereof, (i) notice of the initial establishment of any of the Debt Ratings for Anixter and thereafter any change therein and (ii) a copy of each notice or other written communication received by Anixter from S&P, Moody's, Fitch or any other nationally recognized rating agency relating to any of the Debt Ratings.
(l) Other Information. Such other information respecting the financial condition of Anixter or any Subsidiary of Anixter, or their respective business, operations, assets, performance or prospects, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request, including, without limitation, financial projections, business plans and any information such Person's accountants may have prepared with respect to such Person's financial condition, its business, operations, assets, performance and prospects. The Administrative Agent and the Lenders shall treat any non-public information so obtained as confidential in accordance with Section 10.08 hereof.
ARTICLE 8.02 Environmental Notices . Anixter shall notify the Administrative Agent and each Lender in writing, promptly upon Anixter's learning thereof, of any of the following which, in each case or together, could reasonably be expected to result in a Material Adverse Effect:
(a) notice that any Property of Anixter or any Subsidiary of Anixter is subject to an Environmental Lien; or
(b) notice to Anixter or any Subsidiary of Anixter or awareness by Anixter or any Subsidiary of Anixter of a condition which could reasonably be expected to result in (1) a notice of violation of any environmental health or safety Requirement of Law or (2) any Liabilities and Costs with respect to any Release or threatened Release of any Contaminant into the environment.
ARTICLE 8.03 Corporate Existence, Etc. The Borrower shall, and shall cause each of its Subsidiaries to, at all times, maintain its corporate existence and preserve and keep in full force and effect its rights and franchises, except as otherwise expressly permitted in Section 7.08 and except with respect to any Subsidiary which has no material assets or liabilities. Anixter shall promptly provide the Administrative Agent and each of the Lenders with a complete list of its Subsidiaries upon the occurrence of any change in the list set forth on Schedule 5.03 hereto with respect to Subsidiaries having assets in excess of US$1,000,000 individually or US$5,000,000 in the aggregate.
ARTICLE 8.04 Corporate Powers, Etc. The Borrower shall, and shall cause each of its Subsidiaries to, qualify and remain qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified, except in those jurisdictions where the failure to so qualify does not have or could not reasonably be expected to have a Material Adverse Effect.
ARTICLE 8.05 Compliance with Laws . The Borrower shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law, and all material contractual obligations affecting it or its business, properties, assets or operations, except where the failure so to comply does not have or could not reasonably be expected to have a Material Adverse Effect.
ARTICLE 8.06 Payment of Taxes and Claims . The Borrower shall, and shall cause each of its Subsidiaries to, pay (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all material claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Customary Permitted Lien) upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above need to be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.
ARTICLE 8.07 Maintenance of Properties; Insurance . The Borrower shall, and shall cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, excepting ordinary wear and tear and damage, due to casualty or condemnation, all Property material to its operations and will make or cause to be made all appropriate repairs, renewals and replacements thereof. The Borrower shall, and Anixter shall cause each of its Subsidiaries to, maintain with financially sound insurance companies, the insurance policies and programs, including, self-insurance retention levels, listed on Schedule 6.07 hereto (or substantially similar programs or policies and amounts or other programs, policies and amounts acceptable to the Required Lenders) insuring all Property and other assets material to the operations of Anixter and its Subsidiaries against loss or damage by fire, theft, burglary, pilferage and loss in transit and business interruption, together with such other hazards as are reasonably consistent with prudent industry practice, and maintain product and other liability insurance consistent with prudent industry practice with financially sound insurance companies licensed to do business in the states where such Property is located. Not later than sixty (60) days after the renewal, replacement or material modification of any policy or program, Anixter shall deliver or cause to be delivered to the Administrative Agent (in sufficient quantity for each of the Lenders, which the Administrative Agent shall promptly distribute to each Lender) a detailed schedule setting forth for each such policy or program: (a) the amount of such policy, (b) the risks insured against by such policy, (c) the name of the insurer and each insured party under such policy, and (d) the policy number of such policy.
ARTICLE 8.08 Inspection of Property; Books and Records; Discussions . The Borrower shall permit, and shall cause each of its Subsidiaries to permit, any authorized representative(s) designated by any Lender or the Administrative Agent to visit and inspect any of its properties, including financial and accounting records, and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with its officers, employees, representatives, agents or independent certified public accountants, all upon reasonable notice and at such reasonable time and as often as may be reasonably requested. Each such visitation and inspection made by or on behalf of the Administrative Agent shall be at the Borrower's expense. Any visitation and inspection made by or on behalf any Lender shall be at such Lender's expense.
ARTICLE 8.09 Maintenance of Permits . The Borrower shall obtain and maintain, and shall cause each of its Subsidiaries to obtain and maintain, in full force and effect all licenses, franchises, Permits or other rights necessary for the operation of its business, except where the failure to obtain or maintain such licenses, franchises, Permits or rights does not have and could not reasonably be expected to have a Material Adverse Effect.
ARTICLE 8.010 Employee Benefit Matters . The Borrower shall establish, maintain and operate, and shall cause each of its Subsidiaries to establish, maintain and operate, all Plans in all material respects in compliance with the applicable provisions of ERISA, the Code and all other applicable laws, and the regulations and interpretations thereunder, and the respective requirements of the governing documents for such Plans. The Borrower shall, and Anixter shall cause each of its Subsidiaries and other ERISA Affiliates to, establish, maintain and operate all Foreign Employee Benefit Plans to comply in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such Foreign Employee Benefit Plans.
ARTICLE 8.011 Additional Guarantors . Upon the request of the Administrative Agent and/or the Required Lenders, Anixter will promptly cause each material Subsidiary that shall not then be a Guarantor under the Guaranty (other than (a) any Foreign Subsidiary (except as provided below), (b) any Receivables Securitization SPV or (c) any Subsidiary with no significant assets or operations) to execute and deliver to the Administrative Agent: an instrument satisfactory in form and substance to the Administrative Agent under which it shall undertake the obligations of a Guarantor, together with such evidence as the Administrative Agent may reasonably request as to the corporate power and authority of such Subsidiary to execute the foregoing instrument and perform its obligations thereunder. Notwithstanding the foregoing, if at any time the Administrative Agent, in its reasonable judgment, determines that the assets or operations of Anixter Puerto Rico, Inc., Anixter Philippines Inc., Anixter Thailand Inc. or Anixter Venezuela Inc. have become material, such Subsidiary shall execute and deliver the aforementioned documents to the Administrative Agent.
ARTICLE 8.012 Use of Proceeds . The proceeds of the Loans may be used for working capital, capital expenditures and other corporate purposes and to refinance Indebtedness under the Existing Credit Facility.
ARTICLE 9. NEGATIVE COVENANTSARTICLE 10.
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied:
ARTICLE 10.01 Indebtedness . Anixter shall not, and shall not permit any member of the Consolidated Group to, directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:
(i) the Obligations and the "Obligations" as defined in the Five-Year Credit Agreement;
(ii) the Existing Indebtedness;
(iii) the Senior Notes in an aggregate principal amount not to exceed US$100,000,000;
(iv) Indebtedness in respect of Accommodation Obligations permitted by
Section 7.04;
(v) Indebtedness of any Subsidiary to Anixter or any other Subsidiary;
(vi) Indebtedness of Anixter to any Subsidiary;
(vii) other unsecured Indebtedness of Anixter and its Subsidiaries, including without limitation subordinated indebtedness, which does not exceed in the aggregate US$375,000,000 at any one time outstanding.
(viii) the Subordinated LYONs Note;
(ix) Indebtedness arising under Receivables Securitization Transactions in an aggregate amount not exceeding US$350,000,000; and
(x) Indebtedness under Hedging Contracts permitted under Section 7.14;
provided that the aggregate principal amount of Indebtedness of all Subsidiaries owing to Persons other than to Anixter or another Subsidiary at any time (other than Indebtedness (i) in respect of the Obligations and "Obligations" as defined in the Five-Year Credit Agreement and (ii) arising under Receivables Securitization Transactions) shall not exceed US$100,000,000.
ARTICLE 10.02 Sales of Assets; Liens .
(a) Limitation on Sales. Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly sell, assign, transfer, lease, convey or otherwise dispose of any properties or assets, including, without limitation, any capital stock of any Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, except for:
(i) sales of inventory in the ordinary course of business;
(ii) the disposition of obsolete equipment in the ordinary course of business;
(iii) sales by Anixter of stock of a Subsidiary held by it, in any transaction or series of related transactions not constituting a Material Transaction, individually or taken together;
(iv) sales, assignments, transfers, leases, conveyances or other dispositions of other assets, other than the stock of any Subsidiary, for cash consideration and for not less than fair market value which do not constitute a Material Transaction individually or in the aggregate (together with all sales of stock of any Subsidiary under clause (iii) above);
(v) sales, assignments, transfers, leases, conveyances or other dispositions of assets to Anixter or a Subsidiary;
(vi) transfers of assets to any Affiliate for less than fair market value to the extent such transfer constitutes a permitted Investment pursuant to
Section 7.03; and
(vii) Receivables Securitization Transactions as to which the outstanding aggregate investment or principal amount of claims held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Receivables Securitization Transactions shall not at any time exceed in the aggregate US$350,000,000.
(b) Liens. Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any of its Property (including all capital stock of any Subsidiary of Anixter) except:
(i) Customary Permitted Liens;
(ii) Permitted Existing Liens;
(iii) Liens on assets of any joint venture described in Section 7.03(vi);
(iv) (A) Liens on Property existing at the time of acquisition thereof by Anixter or any of its Subsidiaries and not created in contemplation of such acquisition; and (B) Liens securing purchase money Indebtedness for Property to the extent the aggregate outstanding principal amount of such Indebtedness does not exceed US$20,000,000, is permitted under Section 7.01 and the value of the Property securing such Indebtedness approximates the amount of such Indebtedness;
(v) Liens with respect to judgments or attachments which do not result in an Event of Default or Default hereunder;
(vi) Liens on the assets of Foreign Subsidiaries which are not "Borrowers" under and as defined in the Five-Year Credit Agreement; provided, the aggregate amount of Indebtedness secured by such Liens shall not exceed $50,000,000; and
(vii) Liens arising in connection with Receivables Securitization Transactions; provided that the outstanding aggregate investment or principal amount of claims held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Receivables Securitization Transactions shall not at any time exceed in the aggregate US$350,000,000.
ARTICLE 10.03 Investments . Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make or commit to make any advance, loan, extension of credit or capital contribution, or purchase of any stock, bonds, notes, debentures or other securities or evidences of indebtedness of, or make any other investment in, any Person, including, without limitation, any Affiliate of Anixter (all such transactions being referred to as "Investments") except:
(i) Investments by Anixter or any of its Subsidiaries in Cash Equivalents;
(ii) Investments made prior to the date hereof and set forth on Schedule 7.03;
(iii) Investments arising from sales in the ordinary course of business on customary trade terms;
(iv) Investments constituting (a) loans by Anixter or any Subsidiary of Anixter to its employees in each case in the ordinary course of business not in excess of an aggregate amount of US$10,000,000 outstanding at any one time and
(b) in addition to the loans permitted pursuant to clause (a), loans by Anixter to its employees concurrent with the exercise of an option for the purchase of capital stock of Anixter pursuant to the Anixter Distribution Stock Plan, which loans shall: (1) be in an amount not to exceed the lesser of (A) US$15,000,000 in the aggregate and (B) the sum of (i) the exercise price with respect to the stock being purchased plus (ii) the amount of tax withheld on the difference between ---- the exercise price with respect to such stock and the fair market value of such stock on the date of exercise of such option; and (2) be secured by a pledge in favor of Anixter of the capital stock so purchased;
(v) Investments in connection with the acquisition by Anixter or any Subsidiary of substantially all of the assets or all of the capital stock of any Person not in excess of an individual amount of US$75,000,000 or an aggregate amount of US$150,000,000 over the term of this Agreement (in each case, exclusive of the value of any capital stock of Anixter or AXE given in connection with any such acquisition);
(vi) Investments in any joint ventures and Investments in connection with the purchase of any other Person's interest in any such joint ventures, which do not exceed US$25,000,000 in the aggregate outstanding at any one time;
(vii) Investments (other than those set forth on Schedule 7.03) in notes receivable received in connection with transactions permitted pursuant to
Section 7.02(a)(vii); provided, the aggregate amount of such Investments at any one time outstanding shall not exceed US$275,000,000;
(viii) Investments by Anixter in any Subsidiary of Anixter;
(ix) Investments by any Subsidiary of Anixter in Anixter or in any other Subsidiary of Anixter;
(x) Investments constituting loans permitted by Section 7.01(vi) or Accommodation Obligations permitted under Section 7.04; and
(xi) other Investments not to exceed US$10,000,000 in the aggregate outstanding at any time.
Notwithstanding anything to the contrary contained in this Section 7.03, neither Anixter nor any Subsidiary of Anixter shall acquire more than twenty percent (20%) of the capital stock of any Person in a transaction that has not been approved by such Person's board of directors.
ARTICLE 10.04 Accommodation Obligations . Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or be liable with respect to any Accommodation Obligation involving Indebtedness of AXE or any Affiliate of AXE which is not a Subsidiary of Anixter. In addition, Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or become or be liable with respect to any Accommodation Obligation except:
(i) guaranties resulting from endorsement of negotiable instruments for collection in the ordinary course of business;
(ii) Accommodation Obligations arising in connection with the Transaction Documents;
(iii) Accommodation Obligations of Anixter arising in connection with the issuance of Canadian rate reset bonds by a Canadian Subsidiary of Anixter in an aggregate principal amount not to exceed $5,000,000;
(iv) Accommodation Obligations by Anixter with respect to lessees' obligations to third-party lessors under leases of Property purchased from Anixter and its Subsidiaries, in an aggregate amount not to exceed US$5,000,000;
(v) Accommodation Obligations of Anixter and its Subsidiaries arising in connection with Hedging Contracts entered into with any of the Lenders; and
(vi) other Accommodation Obligations by Anixter and its Subsidiaries in an aggregate amount outstanding at any time not to exceed Seventy Five Million Dollars ($75,000,000); provided, however, that no such Accommodation Obligations shall be entered into or incurred after the occurrence and during the continuance of an Event of Default or Default.
ARTICLE 10.05 Restricted Payments . Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly declare or make any Restricted Payment, except:
(i) payments of dividends by Anixter to AXE or redemption, retirement, purchase or other acquisition for value, direct or indirect, of any shares of capital stock of Anixter issued to AXE or prepayments, redemption or defeasance of subordinated debt, provided: (a) at the time thereof and after taking into account the payment thereof, no Event of Default or Default exists or is pending, whether or not such Event of Default or Default has been reported to the Administrative Agent; and (b) the aggregate amount of such dividends, redemptions, retirements, purchases or other acquisitions, prepayments, redemptions and defeasance does not exceed US$100,000,000 plus fifty percent (50%) of the Consolidated Net Income for the period from September 30, 2000 to the date of such calculation; and
(ii) (payments by Anixter to AXE under the Tax Allocation Agreement provided: (a) no such payments shall be made at any time with respect to the income (whether trade or business income or passive income) of Anixter's Foreign Subsidiaries unless Anixter has received a like amount from such Foreign Subsidiaries, (b) no such payments shall be made at any time to the extent such payments are not in an amount substantially the same as the amount of federal and state taxes which would be due and payable by Anixter and the corporations (with Anixter, collectively the "Borrower Group") which would be members of the "affiliated group" (as defined in Section 1504 of the Code) of which Anixter would be the common parent if Anixter were not a member of the AXE affiliated group (as so defined) (the "AXE Group") if the Borrower Group filed a separate consolidated federal income tax return and separate consolidated or combined state income tax returns, (c) no such payments shall be made at any time an Event of Default or Default exists or is pending, whether or not such Event of Default or Default has been reported to the Administrative Agent, to the extent such payments exceed the lesser of (1) the amount of federal and state taxes which would be due and payable by the Borrower Group, if the Borrower Group filed a separate consolidated federal income tax return and separate consolidated or combined state income tax returns and (2) the amount of the tax liability actually incurred and paid by the AXE Group; and (d) no such payment shall be made after the occurrence of an Event of Default under Section 8.01(f) or 8.01(g).
ARTICLE 10.06 Conduct of Business . Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly engage in any business other than the business engaged in by Anixter and all of its Subsidiaries on the date hereof and any business activities substantially similar or related thereto. Anixter shall not, and Anixter shall not permit any of its Subsidiaries to, enter into any interest rate, commodity, or foreign currency exchange, swap, collar, cap, option, forward, futures or similar agreements other than Hedging Contracts.
ARTICLE 10.07 Transactions with Affiliates . Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any of its Affiliates that are not Subsidiaries of Anixter on terms that are less favorable to it than those fair and reasonable terms that might be obtained in a comparable arms-length transaction at the time (other than payments to AXE in respect of directors' fees and reasonable allocated expenses not to exceed US$3,000,000 per year in the aggregate).
ARTICLE 10.08 Restriction on Fundamental Changes .
(a) Anixter shall not, and shall not permit any of its Subsidiaries to, directly or indirectly enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or Property, whether now or hereafter acquired, except:
(i) as otherwise permitted under Section 7.02(a); and
(ii) any Subsidiary may merge into or convey, sell, lease or transfer all or substantially all of its assets to Anixter or any other Subsidiary of Anixter.
(b) Anixter shall not, and shall not permit its Subsidiaries to, acquire by purchase or otherwise any property or assets of, or stock or other evidence of beneficial ownership of, any Person, except in the ordinary course of its business or to the extent permitted pursuant to Section 7.03.
ARTICLE 10.09 Employee Benefit Matters . Anixter shall not, and shall not permit any of its ERISA Affiliates to do any of the following which, individually, or in the aggregate, could reasonably be expected to result in a Material Adverse Effect:
(i) engage in any prohibited transaction described in Section 406 of ERISA or 4975 of the Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the DOL;
(ii) permit to exist any accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 of the Code), whether or not waived;
(iii) fail to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any Benefit Plan;
(iv) terminate any Benefit Plan in a distress termination under Section 4041(c) of ERISA which would result in any liability to Anixter or any ERISA Affiliate;
(v) fail to make any contribution or payment to any Multiemployer Plan which Anixter or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any law pertaining thereto;
(vi) fail to pay any required installment or any other payment required under Section 412 of the Code on or before the due date for such installment or other payment;
(vii) amend a Plan resulting in an increase in current liability for the plan year such that Anixter or any ERISA Affiliate is required to provide security to such Plan under Section 401(a)(29) of the Code;
(viii) permit any unfunded liabilities with respect to any Foreign Pension Plan to exist; or
(ix) fail to pay any required contribution or payment to a Foreign Pension Plan on or before the date for such required installment or payment.
ARTICLE 10.010 Environmental Liabilities . Anixter shall not, and shall not permit any of its Subsidiaries to, become subject to any Liabilities and Costs which could reasonably be expected to have a Material Adverse Effect and which arise out of or are related to (a) the Release or threatened Release at any location of any Contaminant into the environment, or any Remedial Action in response thereto, or (b) any violation of any environmental, health and safety Requirements of Law.
ARTICLE 10.011 Margin Regulations . No portion of the proceeds of any credit extended under this Agreement shall be used in any manner which might cause the extension of credit or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other regulation of the Federal Reserve Board or to violate the Securities Exchange Act or the Securities Act, in each case as in effect on the date or dates of such Borrowing and the use of such proceeds.
ARTICLE 10.012 Change of Fiscal Year . No member of the Consolidated Group shall change its fiscal year, except that any Subsidiary of Anixter may conform its fiscal year to Anixter's Fiscal Year.
ARTICLE 10.013 Modification of the Subordinated LYONs Note, the Revolving Subordinated Note or Senior Note Indenture; Issuance of Additional Senior Notes
. Anixter shall not amend, modify or supplement the Subordinated LYONs Note, the Revolving Subordinated Note or the Senior Note Indenture without five Business Days' prior written notice to the Administrative Agent or in any manner materially adverse to the Lenders, or issue additional senior notes pursuant to the Senior Note Indenture which have covenants or other undertakings by Anixter that are materially less favorable to Anixter than the covenants and undertakings set forth in the Senior Note Indenture.
ARTICLE 10.014 Hedging Contracts . Anixter shall not, and shall not permit any of its Subsidiaries to, enter into any Hedging Contract other than in the ordinary course of its business to hedge actual interest rate, foreign currency or commodity exposure.
ARTICLE 10.015 Receivables Securitization Transactions . Anixter shall not, and shall not permit any of its Subsidiaries to, permit the outstanding aggregate investment or principal amount of claims held by purchasers, assignees or transferees of (or of interests in) receivables of Anixter and its Subsidiaries in connection with Receivables Securitization Transactions to exceed $350,000,000.
ARTICLE 10.016 Minimum Consolidated Net Worth . Anixter shall not permit Consolidated Net Worth at any time to be less than (i) US$375,000,000 plus (ii) fifty percent (50%) of Consolidated Net Income of the Consolidated Group in each Fiscal Quarter ending after September 30, 2000 (with no deduction for a net loss in any such Fiscal Quarter).
ARTICLE 10.017 Maximum Leverage Ratio . Anixter shall not permit the Leverage Ratio as of the end of any Fiscal Quarter set forth below to be greater than the ratio set forth below opposite such Fiscal Quarter:

Fiscal Quarters Ending                              Maximum Leverage Ratio
------------------------------------------------    ----------------------
Closing Date through Sept. 30, 2001                           3.50:1
December 31, 2001 through March 31, 2003                      3.25:1
June 30, 2003 and each Fiscal Quarter thereafter              3.00:1	

| ARTICLE 1.01 Minimum Consolidated Fixed Charge Coverage Ratio . Anixter shall not permit the Consolidated Fixed Charge Coverage Ratio calculated at the end of each Fiscal Quarter for the period of the immediately preceding four Fiscal Quarters to be less than (a) 2.00 to 1 for any period ending prior to December 31, 2001, (b) 2.50 to 1 for any period ending on or after December 31, 2001 but prior to June 30, 2003, and (c) 3.0 to 1 for any period ending on or after June 30, 2003.
ARTICLE 1.02 Capital Expenditures . Anixter shall not and shall not permit any of its Subsidiaries to, in any Fiscal Year, purchase, invest in or otherwise acquire, including by Capital Leases, additional Property, plant and equipment or other fixed assets which capital expenditures, net of dispositions of fixed assets during such Fiscal Year (determined based upon the lesser of the book value of such disposed assets or the net cash proceeds received), exceed the sum of US$50,000,000 in the aggregate plus the difference, if positive, between (1) the maximum aggregate amount of such capital expenditures permitted pursuant to this Section 7.19 for the immediately preceding Fiscal Year and (2) the aggregate amount of actual capital expenditures for such preceding Fiscal Year.
ARTICLE 1.03 Calculation of Financial Covenants . All financial covenants in this Article VII shall be calculated after the elimination of the minority interest in any Subsidiaries which are not wholly-owned Subsidiaries.
ARTICLE 2. EVENTS OF DEFAULT AND REMEDIES ARTICLE 3.
ARTICLE 3.01 Events of Default . Any of the following shall constitute an Event of Default:
(a) Failure to Make Payments When Due. The Borrower shall fail (i) to pay when due any principal of any Obligation, or (ii) to pay when due any interest on any Obligation, or any fee or other amount payable under this Agreement or any of the other Loan Documents and such failure under this clause (ii) shall continue for three (3) calendar days.
(b) Breach of Certain Covenants. The Borrower or any Subsidiary of the Borrower shall fail duly and punctually to perform or observe any agreement, covenant or obligation under Sections 6.01 (other than clauses (c), (e), (h), and (i) thereof), 6.03, 6.07, 6.12 or under Article VII (other than Section 7.09 thereof).
(c) Breach of Representation or Warranty. Any representation or warranty made or deemed made by the Borrower or any Guarantor to the Administrative Agent or any Lender herein or by Anixter or any Subsidiary of Anixter in any of the other Loan Documents or in any written statement or certificate at any time given by Anixter or any Subsidiary of Anixter pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made or deemed made.
(d) Other Defaults. Anixter or any Subsidiary of Anixter shall fail duly and punctually to perform or observe any agreement, covenant or obligation arising under this Agreement (except those described in Sections 8.01(a), (b) and (c)) or under any of the other Loan Documents, and such failure shall continue for fifteen (15) days (or, in the case of Loan Documents other than this Agreement, any longer period of grace expressly set forth therein).
(e) Default as to Other Indebtedness. AXE, Anixter or any Subsidiary of Anixter shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any Indebtedness of such Person, other than any of the Obligations, if the aggregate outstanding amount of all such Indebtedness owed by all such parties (without duplication) is US$25,000,000 or more, or any breach, default or event of default shall occur, or any other event shall occur or condition shall exist, under any instrument, agreement or indenture pertaining thereto, if the effect thereof is to accelerate, or permit the holder(s) of such Indebtedness to accelerate, the maturity of any such Indebtedness, or any such Indebtedness shall be declared to be due and payable or required to be prepaid or mandatorily redeemed (other than by a regularly scheduled required prepayment prior to the stated maturity thereof); or the holder of any Lien, in any amount, shall commence foreclosure of such Lien upon property of AXE, Anixter or any Subsidiary of Anixter having a book or fair market value in excess of US$25,000,000 in the aggregate.
(i) Involuntary Bankruptcy; Appointment of Receiver, Etc. An involuntary case shall be commenced against AXE, or Anixter, or against any Subsidiary of Anixter with assets in excess of US$5,000,000, and the petition shall not be dismissed within sixty (60) days after commencement of the case, or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of AXE, Anixter or any Subsidiary of Anixter with assets in excess of US$5,000,000 in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect, or any other similar relief shall be granted under any applicable federal, state or foreign law.
(ii) A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any of AXE or Anixter or any Subsidiary of Anixter with assets in excess of US$5,000,000, or over all or a substantial part of the property of any such Person, shall be entered, or an interim receiver, trustee or other custodian of AXE or Anixter or any Subsidiary of Anixter with assets in excess of US$5,000,000, or of all or a substantial part of any such Person's Property, shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the Property of AXE or Anixter or any Subsidiary of Anixter with assets in excess of US$5,000,000, shall be issued and any such event shall not be stayed, vacated, dismissed, bonded or discharged within sixty (60) days of entry, appointment or issuance.
(f) Voluntary Bankruptcy; Appointment of Receiver, Etc. AXE or Anixter or any Subsidiary of Anixter with assets in excess of US$5,000,000 shall have an order for relief entered with respect to it or commence a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking of possession by a receiver, trustee or other custodian for all or a substantial part of its property. AXE or Anixter or any Subsidiary of Anixter with assets in excess of US$5,000,000 shall make any assignment for the benefit of creditors or shall be unable or generally fail, or admit in writing its inability, to pay its debts as such debts become due, or the Board of Directors (or any committee thereof) of AXE or Anixter or any Subsidiary of Anixter with assets in excess if US$1,000,000 shall adopt any resolution to authorize or approve any of the foregoing.
(g) Judgments. (i) An Enforceable Judgment (other than an Enforceable Judgment described in the proviso contained in the definition of Enforceable Judgment) for the payment of money in excess of US$25,000,000 shall be rendered against Anixter or any Subsidiary of Anixter and such Enforceable Judgment shall continue unsatisfied or unstayed for a period of thirty (30) days or action shall have been commenced to foreclose on such Enforceable Judgment, or (ii) an Enforceable Judgment described in the proviso contained in the definition of Enforceable Judgment shall be rendered against the Borrower.
(h) Dissolution. Any order, judgment or decree shall be entered against AXE, Anixter or any Subsidiary of Anixter with assets in excess if US$5,000,000 decreeing its involuntary dissolution or split-up and such order shall remain undischarged and unstayed for a period in excess of thirty (30) days, or AXE, Anixter or any Subsidiary of Anixter with assets in excess if US$5,000,000 shall otherwise dissolve or cease to exist, in each case except as expressly permitted pursuant to Section 7.08.
(i) Change of Control. (i) Any Change of Control occurs, or any Put Event occurs and holders of Senior Notes notify Anixter of their election to require Anixter to purchase Senior Notes having an aggregate outstanding principal balance of US$10,000,000 or more; (ii) Anixter shall cease to own directly or indirectly all of the capital stock of the Borrowing Subsidiaries, (other than director's qualifying shares); (iii) except as permitted in Section 7.02(a), Anixter shall cease to own at least 51% of each class of the capital stock of each Subsidiary of Anixter; or (iv) AXE shall cease to own at least 51% of each class of the capital stock of Anixter.
(j) Employee Benefit Related Liabilities. (i) Any one or more Termination Events occur which could reasonably be expected to subject Anixter or an ERISA Affiliate to a liability to pay more than US$10,000,000 in the aggregate, (ii) the plan administrator of any Plan applies under Section 412(d) of the Code for a waiver of the minimum funding standards of Section 412(a) of the Code and the substantial business hardship upon which the application for the waiver is based could reasonably be expected to subject either Anixter or any ERISA Affiliate to a liability of more than US$10,000,000 in the aggregate.
(k) Subordination Default. Any breach or other violation by any holder of the Subordinated LYONs Note or the Revolving Subordinated Note of the subordination or enforcement restrictions shall occur.
(l) Guaranty Default. Any party to the Guaranty, or any Person on behalf of such party, shall terminate or revoke any of its obligations thereunder or breach any of the terms thereof, or the Guaranty shall otherwise become unenforceable for any reason.
For purposes of this Agreement and each of the other Loan Documents, an Event of Default shall be deemed "continuing" until cured or waived in writing in accordance with Section 10.01.
ARTICLE 3.02 Remedies Upon Event of Default . If any Event of Default occurs, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;
provided, however, that upon the occurrence of any event specified in subsection (f) or (g) of Section 8.01, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender or notice of any kind, all of which are hereby expressly waived.
ARTICLE 4. ADMINISTRATIVE AGENT
ARTICLE 4.01 Appointment and Authorization of Administrative Agent . Each Lender hereby irrevocably (subject to Section 9.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
ARTICLE 4.02 Delegation of Duties . The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
ARTICLE 4.03 Liability of Administrative Agent . No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.
ARTICLE 4.04 Reliance by Administrative Agent .
(a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders.
(b) For purposes of determining compliance with the conditions specified in
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.
ARTICLE 4.05 Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default." The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.
ARTICLE 4.06 Credit Decision; Disclosure of Information by Administrative Agent . Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.
ARTICLE 4.07 Indemnification of Administrative Agent . Whether or not the transactions contemplated hereby are consummated, the Lenders shall severally indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Person's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent.
ARTICLE 4.08 Administrative Agent in its Individual Capacity . Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent and the terms "Lender" and "Lenders" include Bank of America in its individual capacity.
ARTICLE 4.09 Successor Administrative Agent . The Administrative Agent may, and at the request of the Required Lenders shall, resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by Anixter at all times other than during the existence of an Event of Default (which consent of Anixter shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and Anixter, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.
ARTICLE 4.010 Other Agents . None of the Lenders identified on the facing page or signature pages of this Agreement as a "syndication agent" or "documentation agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. ARTICLE 5. MISCELLANEOUSARTICLE 6.
ARTICLE 6.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrower, and acknowledged by the Administrative Agent, do any of the following:
(a) extend or increase the commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02), except for any such extension made in accordance with Section 2.12;
(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate;
(d) change the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder;
(e) change the definition of "Required Lenders" or the Pro Rata Share or Voting Percentage (or the definitions used therein) of any Lender or amend
Section 2.10(c) or 2.11;
(f) amend this Section, or Section 2.12, or any provision herein providing for consent or other action by all the Lenders; or
(g) release any material Guarantor from the Guaranty;
and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Agent/Arranger Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of the Loans required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased without the consent of such Lender.
ARTICLE 6.02 Notices and Other Communications; Facsimile Copies.
(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (c) below) electronic mail address specified for notices on Schedule 10.02; or, in the case of the Borrower or the Administrative Agent, to such other address as shall be designated by such party in a notice to the other parties, and in the case of any other party, to such other address as shall be designated by such party in a notice to Anixter and the Administrative Agent. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person. Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified on Schedule 10.02, it being understood and agreed that a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder.
(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.
(c) Limited Use of Electronic Mail. Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.
(d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
ARTICLE 6.03 No Waiver; Cumulative Remedies . No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
ARTICLE 6.04 Attorney Costs, Expenses and Taxes . Anixter agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.
ARTICLE 6.05 Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Loan Party, any Affiliate of any Loan Party or any of their respective officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation or removal of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Loan Documents, any predecessor loan documents, the Commitments, the use or contemplated use of the proceeds of any Committed Borrowing, or the relationship of any Loan Party, the Administrative Agent and the Lenders under this Agreement or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, whether or not arising out of the negligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any claim caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this
Section shall survive the termination of the Commitments and repayment of all the other Obligations.
ARTICLE 6.06 Payments Set Aside . To the extent that the Borrower makes a payment to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.
ARTICLE 6.07 Successors and Assigns .
(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than US$5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Anixter otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of US$3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.07, 10.04 and 10.05). Upon request, the Borrower shall execute and deliver new or replacement Committed Loan Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent's Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d) Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release all or substantially all the Guarantors from the Guaranty. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.
(e) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Anixter's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless Anixter is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender.
(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Committed Loan Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(g) If the consent of Anixter to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the proviso to the first sentence of Section 10.07(b)), Anixter shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by Anixter prior to such fifth Business Day.
(h) As used herein, the following terms have the following meanings:
"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural Person) approved by the Administrative Agent, in the case of any assignment of a Committed Loan and, unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or
(y) an Event of Default has occurred and is continuing, Anixter (each such approval not to be unreasonably withheld or delayed).
"Fund" means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
ARTICLE 6.08 Confidentiality . Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of the Borrower;
(g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender's or its Affiliates' investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates. For the purposes of this Section, "Information" means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
ARTICLE 6.09 Set-off . In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document. Each Lender agrees promptly to notify Anixter and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.
ARTICLE 6.010 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.
ARTICLE 6.011 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ARTICLE 6.012 Integration . This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.
ARTICLE 6.013 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Committed Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied.
ARTICLE 6.014 Severability . Any provision of this Agreement and the other Loan Documents to which the Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
ARTICLE 6.015 Foreign Lenders . Each Lender that is a "foreign corporation, partnership or trust" within the meaning of the Code (a "Foreign Lender") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) or such other evidence satisfactory to Anixter and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, US withholding tax. Thereafter and from time to time, each such Person shall (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Anixter and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement, (b) promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.
ARTICLE 6.016 Removal and Replacement of Lenders .
(a) Under any circumstances set forth herein providing that Anixter shall have the right to remove or replace a Lender as a party to this Agreement, Anixter may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by Anixter; provided, however, that if Anixter elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the case may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04. The Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of termination or assignment (including any amounts payable pursuant to Section 3.05) and (y) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Acceptance with respect to such Lender's Commitment and outstanding Committed Borrowings. The Arranger shall distribute amended Allocation Notices to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacement.
(b) In order to make all the Lenders' interests in any outstanding Committed Borrowings ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Committed Loans of all Lenders, together with any amounts due under
Section 3.05. The Borrower may then request Committed Loans from the Lenders in accordance with their revised Pro Rata Shares. The Borrower may net any payments required hereunder against any funds being provided by any Lender or Eligible Assignee replacing a terminating Lender. The effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect thereto.
(c) This Section shall supersede any provision in Section 10.01 to the contrary.
ARTICLE 6.017 Governing Law .
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY, ILLINOIS, OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.
ARTICLE 6.018 Waiver of Right to Trial by Jury . EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ARTICLE 1.01
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
ANIXTER INC., as Borrower
By:
Name:
Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:
BANK OF AMERICA, N.A., as a Lender
By:
Name:
Title:
BANK ONE, NA, as Syndication Agent and Lender
By:
Name:
Title:
THE BANK OF NOVA SCOTIA, as Documentation Agent and Lender
By:
Name:
Title:
SUNTRUST BANK, as Managing Agent and as a Lender
By:
Name:
Title:
CREDIT LYONNAIS CHICAGO BRANCH, as Managing Agent and as a Lender
By:

Name:
Title:
BANCA COMMERCIALE ITALIANA CHICAGO BRANCH, as a Lender
By:
Name:
Title:
BANCA NAZIONALE DEL LAVORO S.P.A. - NEW YORK BRANCH, as a
Lender
By:
Name:
Title:
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as a
Lender
By:
Name:
Title:
By:
Name:
Title:
THE BANK OF NEW YORK, as a Lender
By:
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., as a Lender
By:
Name:
Title:
FIRSTAR BANK, N.A., as a Lender
By:
Name:
Title:
THE FUJI BANK, LIMITED, as a Lender
By:
Name:
Title:
NATIONAL CITY BANK, as a Lender
By:
Name:
Title:
NATIONAL WESTMINSTER BANK, PLC NEW YORK AND/OR NASSAU
BRANCHES, as a Lender
By:
Name:
Title:
THE NORTHERN TRUST COMPANY, as a Lender
By:
Name:
Title:
PNC BANK, N.A., as a Lender
By:
Name:
Title:
THE SAKURA BANK, LIMITED, as a Lender
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
WACHOVIA BANK, N.A., as a Lender
By:
Name:
Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
By:
Name:
Title:
SCHEDULE 5.03
EXISTING SUBSIDIARIES
SCHEDULE 5.04
CONFLICTS
SCHEDULE 5.08
LITIGATION
SCHEDULE 5.16
ENVIRONMENTAL MATTERS
SCHEDULE 5.20
JOINT VENTURES AND PARTNERSHIPS
SCHEDULE 6.07
INSURANCE
SCHEDULE 7.01(ii)
EXISTING INDEBTEDNESS
SCHEDULE 7.02(b)
EXISTING LIENS
SCHEDULE 7.03
EXISTING INVESTMENTS
SCHEDULE 10.02
EUROCURRENCY AND DOMESTIC LENDING OFFICES,
ADDRESSES FOR NOTICES
ANIXTER INC. AND BORROWING SUBSIDIARIES
 c/o Anixter Inc.
4711 Golf Rd.
Skokie, IL 60076
Attn: Rod Shoemaker
Telephone: (847) 677-2600
Facsimile: (847) 677-8557
Electronic Mail: rod.shoemaker@anixter.com
BANK OF AMERICA, N.A.
Administrative Agent's Office and Bank of America's Lending Office (for payments and Requests for Credit Extensions): Bank of America, N.A. 1850 Gateway Blvd., 5th Floor CA4-706-05-09 Concord, CA 94520 Attn: Myrna Lara Tel: (925) 675-8931 Fax: (925) 969-2819 Electronic Mail: myrna.lara@bankofamerica.com Account No.: 3750836479 Ref: Anixter Inc. ABA# 111000012
Other Notices as Administrative Agent:
Bank of America, N.A., Agency Management
1455 Market Street, 12th Floor
CA5-701-12-09
San Francisco, CA 94103
Attn: Liliana Claar
Tel: (415) 436-2770
Fax: (415) 503-5003
Electonic Mail: liliana.claar@bankofamerica.com
With a copy to:

Bank of America, N.A.
231 South LaSalle St.
9th Floor
IL1-231-09-38
Chicago, IL 60697
Attn: Raju Patel
Vice President
Telephone: (312) 828-7225
Facsimile: (312) 987-0303
Electronic Mail: raju.n.patel@bankofamerica.com
BANK ONE, NA, as Documentation Agent and a Lender
Requests for Credit Extensions:
Bank One, NA
1 Bank One Plaza
Suite 0088
Chicago, IL 60670
Attn: Kathy Blomquist
Telephone: (312) 732-2683
Facsimile: (312) 732-2715
Account No. 481152860000
Ref: Anixter
ABA# 071000013
Eurocurrency Lending Office:
Bank One, NA, Frankfurt
BLZ Code 503 304 00
Attn: Loans
Account Name: Bank One, NA,
Account No. 1001701
Ref: Anixter
Notices (other than Requests for Credit Extensions):

Bank One, NA
1 Bank One Plaza
Suite 0364
Chicago, IL 60670
Attn: Richard Howard
Vice President
Telephone: (312) 732-3179
Facsimile: (312) 732-1117
THE BANK OF NOVA SCOTIA, as Documentation Agent and a Lender
Requests for Credit Extensions:
The Bank of Nova Scotia
600 Peachtree Street N.E.
Suite 2700
Atlanta, GA 30308
Attn: Allyson Mohan
Telephone: (404) 877-1549
Facsimile: (404) 888-8998
Account No. 0606634
Ref: Atlanta Agency
ABA# 026002532
Notices (other than Requests for Credit Extensions):

The Bank of Nova Scotia
181 West Madison Street
Suite 3700
Chicago, IL 60602
Attn: Keith Rauschenberger
Director
Telephone: (312) 201-4183
Facsimile: (312) 201-4108
Electronic Mail: krauschenberger@scotiabank.com
BANCA COMMERCIALE ITALIANA
Requests for Credit Extensions:
Banca Commerciale Italiana
1 William Street
New York, NY 10004
Attn: Jonathan Sahr
Telephone: (212) 607-3814
Facsimile: (212) 607-3897
Account No.
Ref:
ABA#026005319
Notices (other than Requests for Credit Extensions Banca Commerciale Italiana 1 William Street New York, 10004 Attn: Frank Maffei Telephone: (212) 607-3880 Facsimile: (212) 809-2124
BANCA NAZIONALE DEL LAVORO S.P.A. - NEW YORK BRANCH
Requests for Credit Extensions:
Banca Nazionale del Lavoro S.p.A. - New York Branch 25 West 51st Street New York, NY 10019 Attn: Ana Hernandez Telephone: (212) 314-0679 Facsimile: (212) 765-2978 Account No. 001-1-465457 Ref: Anixter Inc. 
ABA# 021000021
Notices (other than Requests for Credit Extensions):
Banca Nazionale del Lavoro S.p.A. - New York Branch 25 West 51st Street New York, NY 10019 Attn: Giulio Giovine Vice President Telephone: (212) 314-0239 Facsimile: (212) 765-2978 Electronic Mail: comdiv@bnlny.com 
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
Requests for Credit Extensions:
Bank Austria Creditanstalt
Two Greenwich Plaza
Greenwich, CT 30346
Attn: Christina Sapounakis
Telephone: (203) 861-1518
Facsimile: (203) 861-6594
Account No. 400921944
ABA#021000021
Notices (other than Requests for Credit Extensions):

Bank Austria Creditanstalt
Two Ravinia Drive, Suite 1680
Atlanta, GA 30346
Attn: Gary Andresen
Vice President
Telephone: (770) 390-1846
Facsimile: (770) 390-1851
Electronic Mail: Gary.Andresen@us.bacai.com
THE BANK OF NEW YORK
Requests for Credit Extensions:
The Bank of New York
101 Barclay Street
New York, NY 10286
Attn: Millie
Telephone: (212) 635-6687
Facsimile: (212) 635-7923
Account No. 111556
Ref: Anixter Inc.
ABA# 021000018
Notices (other than Requests for Credit Extensions):

The Bank of New York
101 Barclay Street
New York, NY 10286
Attn: M. Scott Donaldson
Assistant Treasurer
Telephone: (212) 635-1243
Facsimile: (212) 635-1208
CREDIT LYONNAIS CHICAGO BRANCH
Requests for Credit Extensions:
Credit Lyonnais
1301 Avenue of the Americas
New York, NY 10019
Attn: Jai Sanachar
Telephone: (212) 261-7644
Facsimile: (212) 459-3180
Account No. 01.00688.0001.00
ABA# 026008073
Notices (other than Requests for Credit Extensions):

Credit Lyonnais Chicago Branch
227 W. Monroe St.
Suite 3800
Chicago, IL 60606
Attn: Mary Ann Klemm
Vice President
Telephone: (312) 220-7308
Facsimile: (312) 641-0527
THE DAI-ICHI KANGYO BANK, LTD.
Requests for Credit Extensions:
The Dai-Ichi Kangyo Bank, Ltd.
One World Trade Center
Suite 4911
New York, NY 10048
Attn: Merine Geerwar
Telephone: (212) 432-8458
Facsimile: (212) 524-0049
Account No. H10-740-014132
ABA# 026004307
Notices (other than Requests for Credit Extensions):

The Dai-Ichi Kangyo Bank, Ltd.
10 South Wacker Drive
26th Floor
Chicago, IL 60606
Attn: J. Richard Cummings
Vice President
Telephone: (312) 715-6386
Facsimile: (312) 876-2011
FIRSTAR BANK, N.A.
Requests for Credit Extensions:
Firstar Bank, N.A.
Attn: Connie Sweeney
Telephone: (920) 426-7604
Facsimile: (920) 426-7655
Account No. 3811005184
Ref: Commercial Exceptions
ABA#081000210
Notices (other than Requests for Credit Extensions):

Firstar Bank, N.A.
30 N. Michigan Avenue
Chicago, IL 60602
Attn: Ed Cheney
Vice President
Telephone: (312) 696-1474
Facsimile: (312) 641-0494
Electronic Mail: Edward.A.Cheney@firstar.com
THE FUJI BANK, LIMITED
Requests for Credit Extensions:
The Fuji Bank, Limited
Two World Trade Center
New York, NY 10048
Attn: Tina Catapano
Telephone: (212) 898-2099
Facsimile: (212) 775-1460
Account No. 515060
ABA#026009700
Notices (other than Requests for Credit Extensions):

The Fuji Bank, Limited
225 W. Wacker Dr., Suite 2000
Chicago, IL 60606
Attn: Kenneth S. Zeglin
Vice President
Telephone: (312) 621-0503
Facsimile: (312) 621-3386
Electronic Mail: fujicgoksz@aol.com
NATIONAL CITY BANK
Requests for Credit Extensions:
National City Bank
1900 E. 9th Street
Locator 2077
Cleveland, OH 44114
Attn: Revette Vickerstaff
Telephone: (216) 488-7080
Facsimile: (216) 488-7110
Account No. 151804
Ref: Anixter Inc.
ABA#041000124
Notices (other than Requests for Credit Extensions):

National City Bank
1900 E. 9th Street
Locator 2077
Cleveland, OH 44114
Attn: James Ritchie
Account Officer
Telephone: (216) 575-9918
Facsimile: (216) 222-0003
Electronic Mail: james.ritchie@national-city.com
NATIONAL WESTMINSTER BANK PLC,
NEW YORK AND NASSAU BRANCHES
Requests for Credit Extensions:
National Westminster Bank Plc
65 East 55th Street
24th Floor
New York, NY 10022
Attn: Sheila Shaw
Telephone: (212) 401-1406
Facsimile: (212) 401-1494
Account No. 0011012440
Ref: National Westminster Bank Plc New York 
ABA#021000021
Notices (other than Requests for Credit Extensions):

National Westminster Bank Plc
PO Box 12264
3rd Floor
1 Princess Street
London EC2 8PB
Attn: Roy Bawden
Senior Corporate Officer
Telephone: 0044-20-73901297
Facsimile: 0044-20-73901768
THE NORTHERN TRUST COMPANY
Requests for Credit Extensions:
The Northern Trust Company
801 S. Canal St.
Chicago, IL 60675
Attn: Joy Johnson
Telephone: (312) 444-3352
Facsimile: (312) 630-1566
Account No. 5186401000
Ref: Commercial Loans
ABA#071-000-152
Notices (other than Requests for Credit Extensions):

The Northern Trust Company
50 S. LaSalle St.
Chicago, IL 60675
Attn: Fredric McClendon
Vice President
Telephone: (312) 557-1893
Facsimile: (312) 444-7028
Electronic Mail: FWM1@ntrs.com
PNC BANK, NATIONAL ASSOCIATION
Requests for Credit Extensions:
PNC Bank, National Association
Two PNC Plaza
620 Liberty Blvd., 3rd Floor
Pittsburgh, PA 15222
Attn: Jack Caraccilo
Telephone: (412) 768-9973
Facsimile: (412) 768-4586
Account No. 196030010890
Ref: Anixter Inc.
ABA#043000096
Notices (other than Requests for Credit Extensions):

PNC Bank, National Association
One South Wacker Drive
Suite 2980
Chicago, IL 60606
Attn: James A. Wiehe
Assistant Vice President
Telephone: (312) 338-5628
Facsimile: (312) 338-5620
THE SAKURA BANK, LIMITED
Requests for Credit Extensions:
The Sakura Bank, Limited
101 Park Avenue
17th Floor
New York, NY 10178
Attn: Mariko Stewart
Telephone: (212) 909-4471
Facsimile: (212) 593-1798
Account No. 001-1-526829
ABA#021-000-021
Notices (other than Requests for Credit Extensions):

The Sakura Bank, Limited
101 Park Avenue
15th Floor
New York, NY 10178
Attn: Tetsuya Takebe
Telephone: (212) 909-4596
Facsimile: (212) 909-4599
Electronic Mail: Tetsuya_Takebe@sakura.com
SUNTRUST BANK
Requests for Credit Extensions:
SunTrust Bank
303 Peachtree Street NE, 3rd Floor
Mail Code 1928
Atlanta, GA 30308
Attn: Nora Brown
Telephone: (404) 588-7221
Facsimile: (404) 588-8505
Account No. 9088000112
Ref: Anixter Inc.
ABA#061000104
Notices (other than Requests for Credit Extensions):

SunTrust Bank
401 North Michigan Avenue
Mail Code 1928
Suite 1200
Chicago, IL 60611
Attn: Molly Drennan
Director
Telephone: (312) 840-7982
Facsimile: (312) 840-7983
Electronic Mail: molly.drennan@suntrust.com
U.S. BANK NATIONAL ASSOCIATION
Requests for Credit Extensions:
U.S. Bank National Association
U.S. Bank Place
MPFP0607
 601 2nd Ave. South
Minneapolis, MN 55402-4302
Attn: Sharon Ologunde
Telephone: (612) 973-0556
Facsimile: (612) 973-0824
Account No. 30000472160600
Ref: Anixter (Obligor #1735021448)
ABA#091000022
Notices (other than Requests for Credit Extensions):

U.S. Bank National Association
U.S. Bank Place
MPFP0607
 601 2nd Ave. South
Minneapolis, MN 55402-4302
Attn: Kurt Egertson
Senior Vice President
Telephone: (612) 973-0514
Facsimile: (612) 973-0395
Electronic Mail: kurt.egertson@usbank.com
WACHOVIA BANK, N.A.
Requests for Credit Extensions:
Wachovia Bank, N.A.
191 Peachtree Street
Atlanta, GA 30303
Attn: Bill Allen
Telephone: (404) 332-5271
Facsimile: (404) 332-4320
Account No. 18 17 14 98
Ref: Anixter Inc.
ABA#061000010
Notices (other than Requests for Credit Extensions):

Wachovia Bank, N.A.
70 West Madison, Suite 2440
Chicago, IL 60614
Attn: John Canty
Vice President
Telephone: (312) 795-4341
Facsimile: (312) 853-0693
Electronic Mail: John.Canty@wachovia.com
WELLS FARGO BANK, NATIONAL ASSOCIATION
Requests for Credit Extensions:
Wells Fargo Bank, National Association
201 Third Street
San Francisco, CA 94103
Attn: Ginnie Padgett
Telephone: (415) 477-5374
Facsimile: (415) 979-0675
Account No. 271-2507201
Ref: MEMSYN/Commercial Banking Service Center ABA#121-000-248
Notices (other than Requests for Credit Extensions):

Wells Fargo Bank, National Association
230 W. Monroe
Suite 2900
Chicago, IL 60606
Attn: Charles Reed
Vice President
Telephone: (312) 553-6653
Facsimile: (312) 553-4783
Electronic Mail: reedcw@wellsfargo.com
EXHIBIT A
FORM OF COMMITTED LOAN NOTICE
Date: ___________, _____
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of October 6, 2000 (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., the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent.
The undersigned hereby requests (select one):
o A Borrowing of Committed Loans o A conversion or continuation of Loans
1. On (a Business Day).
2. In the amount of US$.
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 of the Agreement.]
ANIXTER INC.
By:
Name:
Title:
EXHIBIT D
FORM OF COMMITTED LOAN NOTE
FOR VALUE RECEIVED, Anixter Inc. (the "Borrower"), hereby promises to pay to the order of _____________________________ (the "Lender"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of all Committed Loans (as defined in such Credit Agreement) made by the Lender to the Borrower under that certain 364-Day Revolving Credit Agreement, dated as of October 6, 2000 (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 the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
The Borrower promises to pay interest on the unpaid principal amount of each Committed Loan from the date of such Committed Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in US Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Note is one of the Committed Loan Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Committed Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Committed Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS.
ANIXTER INC.
By:
Name:
Title:
COMMITTED LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Amount
of Loan End of Interest Amount of Outstanding Notation Made By Made Made Period Principal or Principal Interest Paid Balance This This Date Date
EXHIBIT E
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: ,
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain 364-Day Revolving Credit Agreement, dated as of October 6, 2000 (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. ("Anixter"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Anixter, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Anixter, and that:
[Use following for fiscal year-end financial statements]
1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(b) of the Agreement for the Fiscal Year of Anixter ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use following for fiscal quarter-end financial statements]
1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(a) of the Agreement for the Fiscal Quarter of Anixter ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of Anixter and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Anixter during the accounting period covered by the attached financial statements.
3. A review of the activities of the Loan Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all their Obligations under the Loan Documents, and
[select one:]
[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to them.]
or
[the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:]
4. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of , .
ANIXTER INC.
By:
Name:
Title:
For the Fiscal Quarter/Fiscal Year ended ___________________("Statement Date")
SCHEDULE 2
to the Compliance Certificate
 (US$ in 000's)
I. Section 7.15 - Receivables Securitization Transactions.
A. Aggregate outstanding investment or principal amount of claims held by purchasers, assignees or transferees of (or of interests in) receivables of Anixter and its Subsidiaries in connection with Receivables Securitization Transactions US$_________
Maximum permitted:
II. Section 7.16 - Consolidated Net Worth. A. Actual Consolidated Net Worth at Statement Date: 1. Shareholders' Equity: US$ B. 50% of Consolidated Net Income for each Fiscal Quarter ending after September 30, 2000 (No reduction for losses): US$ C. Minimum required Consolidated Net Worth
(US$375,000,000 + Line II.B): US$_______ D. Excess (deficiency) for covenant compliance (Line II.A - II.C): US$
III. Section 7.18 - Consolidated Fixed Charge Coverage Ratio. A. Consolidated EBITDA for four consecutive Fiscal Quarters ending on above date ("Subject Period"):
1. Consolidated Net Income for Subject Period (by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______
d. Fiscal Quarter ended ---------, 200__ US$______ US$
2. Net interest expense for Subject Period (by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______
d. Fiscal Quarter ended, 200__ US$______ US$
3. Provision for income taxes for Subject Period (by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______
d. Fiscal Quarter ended ---------, 200__ US$______ US$
4. Depreciation and amortization expenses for Subject Period (by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______
d. Fiscal Quarter ended, 200__ US$______ US$
5. Permitted Exclusions for Subject Period (by Fiscal Quarter): a. Fiscal Quarter ended _________, 200__ US$______
Description:___________________________________ b. Fiscal Quarter ended _________, 200__ US$______
Description:___________________________________ c. Fiscal Quarter ended _________, 200__ US$______
Description:___________________________________ d. Fiscal Quarter ended _________, 200__ US$______
Description:___________________________________ US$
6. Consolidated EBITDA (Lines III.A.1 + 2 + 3 + 4-5)(by Fiscal Quarter):
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______ d. Fiscal Quarter ended _________, 200__ US$______ US$ B. Rental Expense for Subject Period:
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______ d. Fiscal Quarter ended _________, 200__ US$______ US$ C. Consolidated Fixed Charge Expense for Subject Period:
a. Fiscal Quarter ended _________, 200__ US$______ b. Fiscal Quarter ended _________, 200__ US$______ c. Fiscal Quarter ended _________, 200__ US$______ d. Fiscal Quarter ended _________, 200__ US$______ US$ D. Interest Coverage Ratio ((Line III.A.6 +Line III.B)/(Line III.C):
to 1 Minimum required: Fiscal Quarters Ending Minimum Fixed Charge Coverage Ratio Closing Date through September 30, 2001 2.00:1 December 31, 2001 through March 31, 2003 2.50:1 June 30, 2003 and each Fiscal Quarter thereafter 3.00:1
IV. Section 7.17 - Leverage Ratio.
A. Consolidated Funded Indebtedness at Statement Date: US$
B. Consolidated EBITDA for Subject Period (Line III.A.6 above): US$
C. Leverage Ratio (Line IV.A/Line IV.B): to 1
Maximum permitted:
Fiscal Quarters Ending Maximum Leverage Ratio
Closing Date through September 30, 2001 3.50:1 December 31, 2001 through March 31, 2003 3.25:1 June 30, 2003 and each Fiscal Quarter thereafter 3.00:1
V. Section 7.19 Capital Expenditures. A. Capital expenditures made during Fiscal Year to date (by Fiscal Quarter): Fiscal Quarters during Fiscal Year to date: a. Fiscal Quarter ended _________, _______ US$______ b. Fiscal Quarter ended _________, _______ US$______ c. Fiscal Quarter ended _________, 200__ US$______ d. Fiscal Quarter ended _________, 200__ US$______ US$______ B. Capital expenditures that could have made during prior Fiscal Year but which were not made (> US$_______________): US$______ C. Maximum permitted capital expenditures (US$50,000,000 + Line V.B.): US$ D. Excess (deficiency) for covenant compliance (Line V.C - V.A): US$
EXHIBIT F
FORM OF ASSIGNMENT AND ACCEPTANCE
Reference is made to that certain 364-Day Revolving Credit Agreement, dated as of October 6, 2000 (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., the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
The assignor identified on the signature page hereto (the "Assignor") and the assignee identified on the signature page hereto (the "Assignee") agree as follows:
1. (a) Subject to paragraph 11, effective as of the date specified on Schedule 1 hereto (the "Effective Date"), the Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, the interest described on Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and obligations under the Agreement.
(b) From and after the Effective Date, (i) the Assignee shall be a party under the Agreement and will have all the rights and obligations of a Lender for all purposes under the Loan Documents to the extent of the Assigned Interest and be bound by the provisions thereof, and (ii)the Assignor shall relinquish its rights and be released from its obligations under the Agreement to the extent of the Assigned Interest. The Assignor and/or the Assignee, as agreed by the Assignor and the Assignee, shall deliver, in immediately available funds, any applicable assignment fee required under Section 10.07(b) of the Agreement.
2. On the Effective Date, the Assignee shall pay to the Assignor, in immediately available funds, an amount equal to the purchase price of the Assigned Interest as agreed upon by the Assignor and the Assignee.
3. From and after the Effective Date, the Administrative Agent shall make all payments under the Agreement and the Notes, if any, in respect of the Assigned Interest (including all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustments in payments under the Agreement and such Notes, if any, for periods prior to the Effective Date directly between themselves.
4. The Assignor represents and warrants to the Assignee that:
(a) The Assignor is the legal and beneficial owner of the Assigned Interest, and the Assigned Interest is free and clear of any adverse claim;
(b) the Assigned Interest listed on Schedule 1 accurately and completely sets forth the Outstanding Amount of all Loans relating to the Assigned Interest as of the Effective Date;
(c) it has the power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Assignment and Acceptance, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment and Acceptance and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection in connection herewith or therewith; and
(d) this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of Anixter or any of its Affiliates or the performance by Anixter or any of its Affiliates of their respective obligations under the Loan Documents, and assumes no responsibility with respect to any statements, warranties or representations made under or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document other than as expressly set forth above.
5. The Assignee represents and warrants to the Assignor and the Administrative Agent that:
(a) it is an Eligible Assignee;
(b) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Assignment and Acceptance, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment and Acceptance and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection in connection herewith or therewith;
(c) this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee;
(d) under applicable Laws no tax will be required to be withheld by the Administrative Agent or Anixter with respect to any payments to be made to the Assignee hereunder or under any Loan Document, and unless otherwise indicated in the space opposite the Assignee's signature below, no tax forms described in
Section 10.15 of the Agreement are required to be delivered by the Assignee; and
(e) the Assignee has received a copy of the Agreement, together with copies of the most recent financial statements of Anixter delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance. The Assignee has independently and without reliance upon the Assignor or the Administrative Agent and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance. The Assignee will, independently and without reliance upon the Administrative Agent or any Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement.
6. The Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto.
7. If either the Assignee or the Assignor desires a Note to evidence its Loans, it shall request the Administrative Agent to procure a Note from the Borrower.
8. The Assignor and the Assignee agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance.
9. This Assignment and Acceptance shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, that the Assignee shall not assign its rights or obligations hereunder without the prior written consent of the Assignor and any purported assignment, absent such consent, shall be void.
10. This Assignment and Acceptance may be executed by facsimile signatures with the same force and effect as if manually signed and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the state specified in the Section of the Agreement entitled "Governing Law."
11. The effectiveness of the assignment described herein is subject to:
(a) if such consent is required by the Agreement, receipt by the Assignor and the Assignee of the consent of the Administrative Agent and/or Anixter to the assignment described herein. By delivering a duly executed and delivered copy of this Assignment and Acceptance to the Administrative Agent, the Assignor and the Assignee hereby request any such required consent and request that the Administrative Agent register the Assignee as a Lender under the Agreement effective as of the Effective Date; and
(b) receipt by the Administrative Agent of (or other arrangements acceptable to the Administrative Agent with respect to) any applicable assignment fee referred to in Section 10.07(b) of the Agreement and any tax forms required by Section 10.15 of the Agreement.
By signing below, the Administrative Agent agrees to register the Assignee as a Lender under the Agreement, effective as of the Effective Date with respect to the Assigned Interest, and will adjust the registered Pro Rata Share of the Assignor under the Agreement to reflect the assignment of the Assigned Interest.
12. Attached hereto as Schedule 2 is all contact, address, account and other administrative information relating to the Assignee.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers.
Assignor: [Name of Assignor]
By:
Name:
Title:
o Tax forms required by Section 10.15 of the Assignee: Agreement included
[Name of Assignee]
By:
Name:
Title:
(Signatures continue)
In accordance with and subject to Section 10.07 of the Credit Agreement, the undersigned consent to the foregoing assignment as of the Effective Date:
ANIXTER INC.
By:
Name:
Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Title:
SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE
THE ASSIGNED INTEREST
Effective Date: ______________________
Assigned Commitment Type and amount of outstanding Assigned Pro Rata Share Obligations assigned
US$ [type] US$ %
SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE
ADMINISTRATIVE DETAILS
(Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic mail addresses and account and payment information)
EXHIBIT G
GUARANTY
This GUARANTY, dated as of October 6, 2000, is by ANIXTER INTERNATIONAL, INC., a Delaware corporation, ANIXTER INC., a Delaware corporation ("Anixter" or the "Borrower"), ANIXTER-REAL ESTATE, INC., an Illinois corporation, ANIXTER INFORMATION SYSTEMS CORPORATION, an Illinois corporation, and ANIXTER FINANCIAL INC., a Delaware corporation (each a "Guarantor" and collectively, the "Guarantors"), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders (as hereafter defined).
Recitals
A. The Borrower, the financial institutions from time to time party thereto (the "Lenders"), Bank One, NA, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, and the Administrative Agent have entered into a 364-Day Credit Agreement, dated as of October 6, 2000. The Credit Agreement as now in effect or hereafter extended, renewed, modified, supplemented, amended, or restated is hereinafter called the "Credit Agreement".
B. The Lenders are willing to make the Loans to the Borrower on the condition (among others) that
the Guarantors enter into this Guaranty.
C. Each Guarantor will derive substantial and direct benefits (which benefits are hereby acknowledged by the Guarantors) from the Loans and other benefits to be provided to the Borrower under the Credit Agreement.
D. In order to induce the Lenders to make the Loans to the Borrower as provided in the Credit Agreement, and for other valuable consideration, the Guarantors hereby issue this Guaranty.
1. Definitions. Unless otherwise defined herein, capitalized terms used in this Guaranty have the meanings given to them from time to time in the Credit Agreement.
2. Guaranty.
2.1 Guaranty. The Guarantors, jointly and severally, hereby irrevocably, absolutely and unconditionally guarantee the full and punctual payment or performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise, of all of the Guaranteed Obligations, including Guaranteed Obligations in respect of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.ss.101 et seq.) (the "Bankruptcy Code") or the operation of Sections 502(b) and 506(b) of the Bankruptcy Code. This Guaranty constitutes a guaranty of payment and performance when due and not of collection, and the Guarantors specifically agree that it shall not be necessary or required that the Administrative Agent or any Lender exercise any right, assert any claim or demand, or enforce any remedy whatsoever against the Borrower (or any other Person) before or as a condition to the obligations of the Guarantors hereunder. The Administrative Agent or any Lender may permit the indebtedness of the Borrower to the Administrative Agent or any Lender to include indebtedness other than the Guaranteed Obligations, and may apply any amounts received from any source, other than from the Guarantors, to that portion of the Borrower's indebtedness to the Administrative Agent or any Lender which is not a part of the Guaranteed Obligations. The obligations and liabilities of the Guarantors hereunder are joint and several. "Guaranteed Obligations" shall mean all Obligations plus all obligations of the Borrower to the Administrative Agent and the Lenders pursuant to any agreement (including any master agreement and any agreement, whether or not in writing, relating to any single transaction) that is an interest rate swap agreement, basis swap, forward rate agreement, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, forward foreign exchange agreement, rate cap, collar or floor agreement, currency swap agreement, cross-currency rate swap agreement, station, currency option or any other, similar agreement (including any option to enter into any of the foregoing).
2.2 Obligations Independent. The obligations hereunder are independent of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against any or all of the Guarantors whether action is brought against the Borrower or whether the Borrower be joined in any such action or actions.
2.3 Authorization of Renewals, Etc. Each Guarantor authorizes the Administrative Agent and each Lender, without notice or demand and without affecting its liability hereunder, from time to time:
(a) to renew, compromise, extend, accelerate, or otherwise change the time for payment, or otherwise change the terms, of the Guaranteed Obligations, including increase or decrease of the rate of interest thereon, or otherwise change the terms of the Credit Agreement or any other Loan Document;
(b) to receive and hold security for the payment of this Guaranty or the obligations and exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any such security;
(c) to apply such security and direct the order or manner of sale thereof as the Administrative Agent, or any Lender, as the case may be, in its or their discretion may determine; and
(d) to release or substitute any one or more of any endorsers or guarantors of the Guaranteed Obligations.
Each Guarantor further agrees that the performance or occurrence of any of the acts or events described in clauses (a), (b), (c), and (d) above with respect to indebtedness or other obligations of the Borrower other than the Guaranteed Obligations, to the Administrative Agent or any Lender, shall not affect the liability of the Guarantors hereunder.
2.4 Waiver of Certain Rights. Each Guarantor waives any right to require the Administrative Agent or any Lender:
(a) to proceed against the Borrower or any other Person;
(b) to proceed against or exhaust any security for the Guaranteed Obligations or any other indebtedness of the Borrower to the Administrative Agent or any Lender; or
(c) to pursue any other remedy in the Administrative Agent's or any such Lender's power whatsoever.
2.5 Waiver of Certain Defenses and Rights. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower, or the cessation from any cause whatsoever of the liability of the Borrower, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor relief proceeding, or from any other cause, or any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower. Each Guarantor waives any defense arising by reason of any statute of limitations affecting the liability of the Borrower. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies, has destroyed such Guarantor's rights of subrogation and reimbursement against the Borrower by operation of applicable law, and all rights or defenses such Guarantor may have by reason of protection afforded to the Borrower with respect to the Guaranteed Obligations pursuant to the antideficiency laws or other laws of the applicable jurisdiction limiting or discharging the Guaranteed Obligations.
2.6 Waiver of Presentments, Etc. Each Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional Guaranteed Obligations or any other indebtedness of the Borrower to the Administrative Agent or any Lender.
2.7 Information Relating to Borrower. Each Guarantor acknowledges and agrees that it shall have the sole responsibility for obtaining from the Borrower such information concerning the Borrower, financial condition or business operations as such Guarantor may require, and that neither the Administrative Agent nor any Lender has any duty at any time to disclose to the Guarantors any information relating to the business operations or financial condition of the Borrower.
2.8 Right of Setoff. In addition to any rights and remedies of the Lenders provided by law, if an Event of Default has occurred and is continuing, each Lender is authorized at any time and from time to time, without prior notice to the Guarantors, any such notice being waived by each Guarantor to the fullest extent permitted by law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of one or more Guarantors against any and all obligations of the Guarantors now or hereafter existing under this Guaranty or any other Loan Document, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Guaranty or any other Loan Document. Each Lender agrees promptly to notify the Guarantors and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 2.8 are in addition to the other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.
2.9 Subordination. Any obligations of the Borrower to one or more of the Guarantors, now or hereafter existing, including, but not limited to, obligations to one or more of the Guarantors as subrogee of the Administrative Agent or any Lender or resulting from one or more of the Guarantors' performance under this Guaranty, are hereby fully subordinated in time and priority of payment to the Guaranteed Obligations and all other indebtedness of the Borrower to the Administrative Agent or any Lender. The obligations of the Borrower to the Guarantors if the Lenders so request shall be enforced and performance received by the Guarantors as trustee for the Administrative Agent and the Lenders and the proceeds thereof shall be paid over to the Administrative Agent and the Lenders on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Guarantors under the other provisions of this Guaranty.
2.10 Reinstatement of Guaranty. If any payment or transfer of any interest in property by the Borrower to the Administrative Agent or any Lender in fulfillment of any obligation is rescinded or must at any time (including after the return or cancellation of this Guaranty) be returned, in whole or in part, by the Administrative Agent or any Lender to the Borrower or any other Person, upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, this Guaranty shall be reinstated with respect to any such payment or transfer, regardless of any such prior return or cancellation.
2.11 Powers. It is not necessary for the Administrative Agent or any Lender to inquire into the powers of the Borrower or any other Person obligated in respect of the Guaranteed Obligations or of the officers, directors, partners, or agents acting or purporting to act on its or their behalf, and any Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.
2.12 Taxes. (a) Any and all payments by any Guarantor to each Lender or the Administrative Agent under this Guaranty shall be made free and clear of, and without deduction for, any Taxes. In addition, the Guarantors shall pay all Other Taxes. (b) If any Guarantor shall be required by law to deduct any Taxes, from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, then:
(i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section), such Lender or the Administrative Agent, as the case may be, receives and retains an amount equal to the sum it would have received and retained had no such deductions been made;
(ii) the Guarantors shall make such deductions;
(iii) the Guarantors shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law; and
(iv) the Guarantors shall also pay to each Lender or the Administrative Agent for the account of such Lender, at the time interest is paid, such additional amount that the respective Lender specifies as necessary to preserve the after-tax yield the Lender would have received if such Taxes or Other Taxes had not been imposed.
(c) Each Guarantor agrees to indemnify and hold harmless each Lender and the Administrative Agent for the full amount of (i) Taxes and (ii) Other Taxes, and (iii) amounts payable under Section 2.12(b)(iv), and (iv) any liability (including penalties, interest, additions to tax, and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days after the date the Lender or the Administrative Agent makes written demand therefor.
(d) Within 30 days after the date of any payment by any Guarantor of Taxes or Other Taxes, such Guarantor shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Administrative Agent.
2.13 Addition of Guarantors. Each Guarantor at any time a party hereto consents and agrees that, at any time that any Person executes and delivers to Administrative Agent a letter, substantially in the form of Exhibit A attached hereto, with such changes, if any, as Administrative Agent shall approve, such Person shall, without further action on the part of any Person, automatically become a party hereto and a "Guarantor" hereunder.
2.14 Limit of Liability. Notwithstanding anything to the contrary contained herein, each Guarantor shall be liable hereunder only for the largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or comparable provisions of any applicable state law; provided that such amount shall be presumed to be the entire amount of the Guaranteed Obligations. If any Guarantor claims that such Guarantor's liability hereunder is less than the entire amount of the Obligations, such Guarantor shall have the burden of proving, by clear and convincing evidence, that such Guarantor's liability hereunder should be so limited since the information concerning, and the circumstances of, the financial condition of such Guarantor are more readily available to and are under the control of such Guarantor.
2.15 Waiver of Subrogation. Until such time as the Guaranteed Obligations shall have been indefeasibly paid in full in cash, each Guarantor waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including any claim or right of subrogation under the Bankruptcy Code or any successor statute, against the Borrower arising from the existence or performance of this Guaranty, and each Guarantor waives any right to enforce any remedy which the Administrative Agent or any Lender now has or may hereafter have against the Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by the Administrative Agent or any Lender securing the Guaranteed Obligations.
3. Representations and Warranties. Each Guarantor represents and warrants to the Administrative Agent and each Lender as follows:
3.1 Organization; Corporate Powers. Such Guarantor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except those jurisdictions where the failure to be in good standing or to so qualify has not had or could not reasonably be expected to have a Material Adverse Effect, and (iii) has all requisite corporate power and authority to own, operate and encumber its property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by the Transaction Documents.
3.2 Authority.
(1) Such Guarantor has the requisite corporate power and authority to execute, deliver and perform its obligations under this Guaranty.
(2) The execution, delivery and performance (or filing or recording, as the case may be) of this Guaranty and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of this Guaranty and no other proceedings on the part of any such Person are necessary to consummate such transactions.
(3) This Guaranty has been duly executed and delivered (or filed or recorded, as the case may be) by such Guarantor, constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except as enforceabiltiy may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles), and is in full force and effect (unless terminated in accordance with the terms thereof).
3.3 No Conflict. The execution, delivery and performance of this Guaranty and each of the transactions contemplated hereby, do not and will not (i) conflict with any Contractual Obligation of such Guarantor, any liability resulting from which would have or could be reasonably expected to have a Material Adverse Effect, or (ii) conflict with or violate such Guarantor's certificate or articles of incorporation or by-laws or similar charter and constituting documents, or (iii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of such Guarantor, or require termination of any Contractual Obligation of such Guarantor, or (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the properties or assets of any such Person (other than Liens permitted pursuant to
Section 7.02(b) of the Credit Agreement), or (v) require any approval of stockholders of such Guarantor, unless such approval has been obtained.
3.4 Governmental Consents. The execution, delivery and performance of this Guaranty by such Guarantor, and the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action with or by, any Governmental Authority, except filings, consents or notices which have been made, obtained or given and are in full force and effect.
3.5 Governmental Regulation. Such Guarantor is not subject to regulation under the Public Utility Holdings Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other statute or regulation of any Governmental Authority such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated hereby is materially impaired.
4. Miscellaneous.
4.1 Application of Payments on Guaranty. All payments required to be made by the Guarantors hereunder shall, unless otherwise expressly provided herein, be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Office. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Payments received from the Guarantors shall, unless otherwise expressly provided herein, be applied to costs, fees, or other expenses due under the Loan Documents, any interest (including interest due under subsection 2.06(c) of the Credit Agreement), any principal due under the Loan Documents and any other Guaranteed Obligations, in such order as the Administrative Agent, with the consent of or at the request of the Lenders, shall determine.
4.2 Assignments, Participations, Confidentiality. Subject to the provisions of Section 10.07 of the Credit Agreement, any Lender may from time to time, without notice to the Guarantors and without affecting the Guarantors' obligations hereunder, transfer its interest in the Guaranteed Obligations. Each Guarantor agrees that each such transfer will give rise to a direct obligation of the Guarantors to each such transferee and that each such transferee shall have the same rights and benefits under this Guaranty as it would have if it were a Lender party to the Credit Agreement and this Guaranty.
4.3 Loan Document. This Guaranty is a Loan Document executed and delivered pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered, and applied in accordance with the terms and provisions thereof. Without limiting the generality of the foregoing, the provisions of Sections 1.02 through 1.06 of the Credit Agreement shall apply to the interpretation and administration of this Guaranty as if such provisions were incorporated herein, with all references to the "Agreement" in such Sections being deemed to be references to this Guaranty.
4.4 Waivers; Writing Required. No delay or omission by the Administrative Agent or any Lender to exercise any right under this Guaranty shall impair any such right, nor shall it be construed to be a waiver thereof. No waiver of any single breach or default under this Guaranty shall be deemed a waiver of any other breach or default. Any amendment or waiver of any provision of this Guaranty must be in writing and signed by the Guarantors and the Administrative Agent, with the written consent of the Required Lenders or all of the Lenders, in accordance with the terms of Section 10.01 of the Credit Agreement.
4.5 Revocation. Each Guarantor absolutely, unconditionally, knowingly, and expressly waives any right to revoke such Guarantor's guaranty obligation hereunder as to future Guaranteed Obligations. Each Guarantor fully realizes and understands that, upon execution of this Guaranty, such Guarantor will not have any right to revoke this Guaranty as to any future indebtedness and, thus, may have no control over such Guarantor's ultimate responsibility for the Guaranteed Obligations. If, contrary to the express intent of this Guaranty, any such revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that: (a) no such revocation shall be effective until written notice thereof has been received by the Administrative Agent and the Lenders; (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof); (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Lenders which is, or is believed in good faith by the Lenders to be, in existence on the date of such revocation;
(d) no payment by any other source, prior to the date of such revocation shall reduce the obligations of any Guarantor hereunder; and (e) any payment by the Borrower or from any source other than a Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations, if any, as to which the revocation by a Guarantor is effective (and which are not, therefore, guarantied by the Guarantors hereunder), and, to the extent so applied, shall not reduce the Guaranteed Obligations of the Guarantors hereunder.
4.6 Remedies. All rights and remedies provided in this Guaranty and any instrument or agreement referred to herein are cumulative and are not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy.
4.7 Costs and Expenses. Each Guarantor agrees to pay or reimburse the Administrative Agent and each Lender within five Business Days after demand for all reasonable costs and expenses (including Attorney Costs) incurred by them in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Guaranty (including in connection with any "workout" or restructuring regarding amounts due under this Guaranty, and including in any Insolvency Proceeding or appellate proceeding).
4.8 Severability. The illegality or unenforceability of any provision of this Guaranty or any instrument or agreement referred to herein shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Guaranty or any instrument or agreement referred to herein.
4.9 Notices. All notices, requests, consents, approvals, waivers and other communications shall be in writing (including, unless the context expressly otherwise provides, by facsimile transmission, provided that any matter transmitted by facsimile (i) shall be immediately confirmed by a telephone call to the recipient at the number specified on Schedule 10.02 to the Credit Agreement, and (ii) shall be followed promptly by delivery of a hard copy original thereof) and mailed, faxed or delivered, to the address or facsimile number specified for notices on the signature pages hereof in the case of Guarantors and as provided in the Credit Agreement in the case of Administrative Agent and Lenders; or to such other address as shall be designated by any such party in a written notice to the other parties. All such notices, requests and communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the fourth Business Day after the date deposited into the U.S. mail, or if delivered, upon delivery. Any agreement of the Administrative Agent and the Lenders to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Guarantors. The Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by a Guarantor to give such notice and the Administrative Agent and the Lenders shall not have any liability to any Guarantor or other Person on account of any action taken or not taken by the Administrative Agent or the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Guarantors hereunder shall not be affected in any way or to any extent by any failure by the Administrative Agent and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent and the Lenders to be contained in the telephonic or facsimile notice.
4.10 Governing Law and Jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
4.11 Waiver of Jury Trial. EACH GUARANTOR, THE LENDERS, AND THE ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING, OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE GUARANTORS, THE LENDERS, AND THE ADMINISTRATIVE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTY OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.
4.12 Entire Agreement. This Guaranty (a) integrates all the terms and conditions mentioned herein or incidental hereto, (b) supersedes all oral negotiations and prior writings with respect to the subject matter hereof, and
(c) is intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in this Guaranty and any such instrument, agreement and document and as the complete and exclusive statement of the terms agreed to by the parties.
4.13 Execution in Counterparts. This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of the signature page to this Guaranty by telecopier shall be effective as delivery of a manually executed counterpart of this Guaranty. Any party delivering an executed counterpart of the signature page to this Guaranty by telecopier shall thereafter also promptly deliver a manually executed counterpart of this Guaranty, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Guaranty.
THIS WRITTEN GUARANTY, TOGETHER WITH THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, each Guarantor has executed this Guaranty by its duly authorized officers as of the day and year first above written.
ANIXTER INTERNATIONAL INC.
By:
Title:
Notice Information:
4711 Golf Road
Skokie, IL 60076
Attn : Rod Shoemaker
ANIXTER-REAL ESTATE, INC.
By:
Title:
Notice Information:
2201 Main Street
Evanston, IL 60202
Attn : Ken Hageman
ANIXTER INFORMATION SYSTEMS CORPORATION
By:
Title:
Notice Information:
4711 Golf Road
Skokie, IL 60076
Attn : Rod Shoemaker
ANIXTER FINANCIAL INC.
By:
Title:
Notice Information:
4711 Golf Road
Skokie, IL 60076
Attn : Rod Shoemaker
EXHIBIT A
TO GUARANTY AGREEMENT
_______________, 200___
To the Lenders and Administrative Agent
Referenced below:
Ladies and Gentlemen:
Reference is made to the following documents: (a) that certain 364-Day Revolving Credit Agreement, dated as October [6], 2000 (as amended or modified from time to time, the "Credit Agreement"), among Anixter Inc., a Delaware corporation ("Anixter" or the "Borrower"), the financial institutions from time to time party thereto (the "Lenders"), Bank One, NA, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, and Bank of America, N.A., as Administrative Agent; and (b) that certain Guaranty dated as of October 6, 2000 (as amended or modified from time to time, the "Guaranty"), by certain Affiliates of the Borrower party thereto in favor of Administrative Agent. Unless specifically defined herein, capitalized terms used herein have the meaning set forth in the Credit Agreement.
The undersigned hereby confirms and agrees that it has been furnished with and has read each of the Loan Documents in effect as of the date hereof and that, effective as of the date hereof, the undersigned is a party to and obligated as a Guarantor under the Guaranty. The undersigned hereby warrants and represents to you that the representations and warranties of the undersigned as a Guarantor under Section 3 of the Guaranty are true, correct, and complete in all material respects on the date hereof.
Very truly yours,
[NAME OF NEW GUARANTOR], a _______________
By:
Title:
Notice Information:
EXHIBIT H
FORM OF OPINION OF COUNSEL
EXHIBIT I
FORM OF ALLOCATION NOTICE
BANC OF AMERICA SECURITIES LLC
October [__], 2000
[LENDER]
Dear Ladies and Gentlemen:
This Confirmation is delivered with reference to the Five-Year Credit Agreement and the 364-Day Credit Agreement, each dated as of October 6, 2000 among Anixter Inc., certain of its subsidiaries, various financial institutions, and Bank of America, N.A, as administrative agent (together, the "Credit Agreements").
The undersigned serves as the Lead Arranger for the Commitments under the Credit Agreements, and hereby confirms your allocation of the following Commitments under the Credit Agreements:
Five-Year Commitment $ 364-Day Commitment $
BANC OF AMERICA SECURITIES LLC
By: ________________________________ Title: _______________________________
ANIXTER INC.
By: ________________________________ Title: ______________________________
 
RECEIVABLES SALE AGREEMENT
dated as of October 6, 2000
between
ANIXTER INC.,
as Originator
AND
ANIXTER RECEIVABLES CORPORATION,
as Buyer
RECEIVABLES SALE AGREEMENT
THIS RECEIVABLES SALE AGREEMENT, dated as of October 6, 2000, is by and between ANIXTER INC., a Delaware corporation, ("Originator"), and ANIXTER RECEIVABLES CORPORATION, a Delaware corporation ("Buyer"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.
Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator.
Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of October 6, 2000 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Buyer, Originator, as Servicer, Falcon Asset Securitization Corporation ("Falcon"), the financial institutions from time to time party thereto as ("Financial Institutions") and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for Falcon and such Financial Institutions (in such capacity, the "Agent").
ARTICLE I
23 ARTICLE I AMOUNTS AND TERMS
Section 1.1 Purchase of Receivables.
(a) Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and all Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof; provided, that, Buyer shall be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.
(b) It is the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a "sale of accounts" (as such term is used in Article 9 of the UCC), which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits owed pursuant to Section 1.3, the sale of Receivables hereunder is made without recourse to Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, Originator agrees that it will, on or prior to the date hereof and in accordance with Section 4.1(e)(ii), cause all Receivable reports relating to the Receivables to bear a legend acceptable to Buyer and to the Agent (as Buyer's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and note in its financial statements that its Receivables have been sold to Buyer. Upon the request of Buyer or the Agent (as Buyer's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Agent (as Buyer's assignee) may reasonably request.
Section 1.2 Payment for the Purchase.
(a) The Purchase Price for the Purchase of Receivables in existence on the close of business on the Business Day immediate preceding the date hereof (the "Initial Cutoff Date") shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:
(i) by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement; provided that a portion of such funds shall be offset by amounts owed by Originator to Buyer on account of the issuance of equity in the manner contemplated in the Subscription Agreement and having a total value of not less than the Required Capital Amount on the date hereof, and
(ii) the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a "Subordinated Loan") in an amount not to exceed the least of: (A) the remaining unpaid portion of such Purchase Price and (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer's Net Worth less than the Required Capital Amount. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.
The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c), (d) and (e).
(b) With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and (e) and in the following manner:
first, by delivery of immediately available funds, to the extent of funds available to Buyer from (i) its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement, (ii) Collections arising from any Receivables previously sold to Buyer in which Buyer has retained an interest, or (iii) other cash on hand;
second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii); and
third, unless the Originator has declared the Amortization Date to have occurred pursuant to Section 5.2, by accepting a contribution to its capital pursuant to the Subscription Agreement in an amount equal to the remaining unpaid balance of such Purchase Price.
Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.
(c) From and after the Amortization Date, Originator shall not be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer's capital pursuant to clause third of Section 1.2(b) unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.
(d) On each day prior to the Amortization Date (unless Buyer or the Agent shall otherwise direct), Buyer may permit Originator to retain all or a specified portion of the Collections received in respect of Receivables theretofore transferred by Originator to Buyer hereunder, it being understood that in the event Buyer shall have sold, assigned or otherwise transferred an interest in such Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement, such Collections in the possession of such Originator or Buyer are made available to Buyer at the discretion of the Agent. Any such Collections so retained by Originator ("Applied Collections") shall, on and as of the date of receipt thereof, be (i) deemed applied toward the Purchase Price of any Receivables of Originator arising on such date and then being transferred to Buyer pursuant to the terms hereof, to the extent of any such Purchase Price,
(ii) then, in respect of any balance remaining, deemed applied toward the Purchase Price of any other Receivables of Originator arising during such Accrual Period and in respect of which the Purchase Price shall not theretofore have been paid, to the extent of any such Purchase Price, and (iii) in respect of any balance remaining, held in trust by Originator for the benefit of Buyer until the earlier to occur of (A) application toward the Purchase Price for any Purchase occurring on any later date and (B) the next following Settlement Date, in which case such amount shall be remitted to Buyer.
(e) Although the Purchase Price for each Receivable coming into existence after the date hereof shall be due and payable in full by Buyer to Originator on the date such Receivable came into existence, and payment of such Purchase Price shall be made from Applied Collections, to the extent available, as provided in
Section 1.2(d), final settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables coming into existence during the same Calculation Period and based on the information contained in the Monthly Report delivered by the Servicer pursuant to Article VIII of the Purchase Agreement for the Calculation Period then most recently ended. On each Settlement Date, Buyer and Originator shall cause a reconciliation to made in respect of all Purchases that shall have been made during the Calculation Period then most recently ended. To the extent that the aggregate amount of Applied Collections retained by Originator during such Accrual Period shall have been less than the aggregate Purchase Price in respect of all Purchases made by Buyer from Originator during such month, Buyer shall pay the balance due in respect of such aggregate Purchase Price in the manner described in Section 1.2(a). To the extent that the aggregate amount of Applied Collections retained by Originator during such Calculation Period shall have been greater than the aggregate Purchase Price in respect of all Purchases made by Buyer from Originator during such Calculation Period, Originator shall turn over such excess to Buyer either by remitting such excess in immediately available funds to Buyer or by directing that a reduction in the outstanding balance of the Subordinated Loan occur in an amount equal to such excess, or a combination of both. Although settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) and any contribution of capital by Originator to Buyer made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates.
(f) At all times prior to the occurrence of the Amortization Date, notwithstanding any delay in the making of any payment of the Purchase Price in respect of any Purchase, all right, title and interest of Originator in and to each Receivable shall be sold, assigned and otherwise transferred to Buyer effective immediately and automatically upon the creation of such Receivable, without any further action of any type or kind being required on the part of any Person. The monthly settlement and reconciliation contemplated in this Section 1.2 has been devised solely for the administrative convenience of the parties hereto. Buyer and Originator may at any time, as may agreed between themselves, elect to effect settlement and reconciliation on a more (but not less) frequent basis.
Section 1.3 Purchase Price Credit Adjustments. If on any day:
(a) the Outstanding Balance of a Receivable is:
(i) reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Originator (other than cash Collections on account of the Receivables); or
(ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction); or
(b) any of the representations and warranties set forth in paragraphs (i) and (s) of Section 2.1 are no longer true with respect to any Receivable; then, in such event, Buyer shall be entitled to a credit (each, a "Purchase Price Credit") against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If such Purchase Price Credit exceeds the Original Balance of the Receivables coming into existence on any day, then Originator shall pay the remaining amount of such Purchase Price Credit in cash within three (3) Business Days thereafter, provided that if the Amortization Date has not occurred, Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.
Section 1.4 Payments and Computations, Etc. All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of Originator designated from time to time by Originator or as otherwise directed by Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.
Section 1.5 Transfer of Records.
(a) In connection with the Purchase of Receivables hereunder, Originator hereby sells, transfers, assigns and otherwise conveys to Buyer all of Originator's right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Agent and the Servicer, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided that should the consent of any licensor of Originator to such grant of the license described herein be required, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.
(b) Originator (i) shall take such action requested by Buyer and/or the Agent (as Buyer's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Agent and the Servicer has an enforceable right (whether by license, sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.
Section 1.6 Characterization. If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that the sale of Receivables hereunder shall constitute a true sale thereof, Originator hereby grants to Buyer a duly perfected security interest in all of Originator's right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of Originator. Originator hereby represents and warrants to Buyer, as of the date hereof and as of the date of each purchase hereunder, that:
(a) Corporate Existence and Power. Originator is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.
(b) Power and Authority; Due Authorization Execution and Delivery. The execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, Originator's use of the proceeds of the Purchase made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which Originator is a party has been duly executed and delivered by Originator.
(c) No Conflict. The execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Originator or its Subsidiaries (except as created hereunder), except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.
(d) Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.
(e) Actions, Suits. There are no actions, suits or proceedings pending, or to the best of Originator's knowledge, threatened, against or affecting Originator, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Originator is not in default with respect to any order of any court, arbitrator or governmental body, which defaults, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
(f) Binding Effect. This Agreement and each other Transaction Document to which Originator is a party constitute the legal, valid and binding obligations of Originator enforceable against Originator in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(g) Accuracy of Information. All information heretofore furnished by Originator or any of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Originator or any of its Affiliates to Buyer (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.
(h) Use of Proceeds. No proceeds of the Purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to
Section 13 or 14 of the Securities Exchange Act of 1934, as amended.
(i) Good Title. Immediately prior to the time each Receivable came into existence, Originator shall be the legal and beneficial owner of each such Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents.
(j) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from Originator) legal and equitable title to, with the right to sell and encumber each Receivable existing and hereafter arising, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer's ownership interest in the Receivables, the Related Security and the Collections.
(k) Places of Business. The principal places of business and chief executive office of Originator and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Originator's Federal Employer Identification Number is correctly set forth on Exhibit II.
(l) Collections. The conditions and requirements set forth in Section 4.1(i) have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Originator at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III.
(m) Material Adverse Effect. Since December 31, 1999 no event has occurred that would have a Material Adverse Effect.
(n) Names. Except for those listed on Exhibit II, in the past five (5) years, Originator has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement.
(o) Ownership of Buyer. Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.
(p) Not a Holding Company or an Investment Company. Originator is not a "holding company" or a "subsidiary holding company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Originator is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.
(q) Compliance with Law. Originator has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.
(r) Compliance with Credit and Collection Policy. Originator has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy except such material change as to which the Agent has been notified in accordance with Section 4.1(a)(iii).
(s) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(t) Eligible Receivables. Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date it came into existence was an Eligible Receivable on such date.
(u) Accounting. The manner in which Originator accounts for the transactions contemplated by this Agreement does not jeopardize the true sale analysis.
ARTICLE III
CONDITIONS OF PURCHASE
Section 3.1 Conditions Precedent to Purchase. The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.
Section 3.2 Conditions Precedent to Subsequent Payments. Buyer's obligation to pay for Receivables coming into existence after the date hereof shall be subject to the further conditions precedent that (a) the Facility Termination Date shall not have occurred; and (b) Buyer shall have received such other approvals, opinions or documents as it may reasonably request. Originator represents and warrants that the representations and warranties set forth in Article II are true and correct on and as of the date each Receivable came into existence as though made on and as of such date.
ARTICLE IV
COVENANTS
Section 4.1 Affirmative Covenants of Originator. Until the date on which this Agreement terminates in accordance with its terms, Originator hereby covenants as set forth below:
(a) Financial Reporting. Originator will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to Buyer (or its assigns):
(i) Annual Reporting. Within 90 days after the close of each of its respective fiscal years, audited financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Originator for such fiscal year certified in a manner acceptable to Buyer (or its assigns) by Ernst & Young or other independent public accountants reasonably acceptable to Buyer (or its assigns).
(ii) Quarterly Reporting. Within 45 days after the close of the first three
(3) quarterly periods of each of its respective fiscal years, balance sheets of Originator as at the close of each such period and statements of income and retained earnings and a statement of cash flows for Originator for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer or treasurer.
(iii) Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit IV signed by Originator's Authorized Officer on behalf of Originator and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.
(iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of Originator copies of all financial statements, reports and proxy statements so furnished.
(v) S.E.C. Filings. Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which Originator or any of its Subsidiaries files with the Securities and Exchange Commission.
(vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than Buyer, the Agent or Falcon, copies of the same.
(vii) Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Agent's consent thereto; provided that if such change or amendment was required pursuant to any change in any applicable law, rule or regulation, the Originator shall only be required to give notice of such change or amendment and shall not be required to request the consent of the Agent.
(viii) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of Originator as Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement.
(b) Notices. Originator will notify the Buyer (or its assigns) in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:
(i) Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of Originator.
(ii) Judgment and Proceedings. (A) The entry of any judgment or decree against Originator or any of its Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Originator and its Subsidiaries exceeds $25,000,000, or (B) the institution of any litigation, arbitration proceeding or governmental proceeding against Originator, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, or which seeks to enjoin performance of or otherwise relates to the Transaction Documents.
(iii) Material Adverse Effect. The occurrence of any event or condition that has, or could reasonably be expected to have, a Material Adverse Effect.
(iv) Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement or arrangements governing indebtedness, individually or in the aggregate for all such arrangements, in a principal amount greater than or equal to $25,000,000, pursuant to which Originator is a debtor or an obligor.
(v) Downgrade of the Originator. Any downgrade in the rating of any Indebtedness of the Originator by Standard and Poor's Ratings Group or by Moody's Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.
(c) Compliance with Laws and Preservation of Corporate Existence. Originator will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Originator will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to maintain or qualify could not reasonably be expected to have a Material Adverse Effect.
(d) Audits. Originator will furnish to Buyer (or its assigns) from time to time such information with respect to it and the Receivables as Buyer (or its assigns) may reasonably request. Originator will, from time to time during regular business hours as requested by Buyer (or its assigns), upon reasonable notice and at the sole cost of Originator except as provided below, permit Buyer (or its assigns) or their respective agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of Originator relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of Originator for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Originator's financial condition or the Receivables and the Related Security or Originator's performance under any of the Transaction Documents or Originator's performance under the Contracts and, in each case, with any of the officers or employees of Originator having knowledge of such matters. So long as no Potential Amortization Event or Amortization Event exists, the visits under this Section 4.1(d) that are at the sole cost of the Originator and that are requested by an assignee of the Buyer shall be limited to one per calendar year.
(e) Keeping and Marking of Records and Books.
(i) Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Originator will give Buyer (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence.
(ii) Originator will (A) on or prior to the date hereof, cause all reports relating to the Receivables to bear a legend, acceptable to Buyer (or its assigns), describing Buyer's ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) from and after the occurrence of an Amortization Event, (x) mark each Contract with a legend describing Buyer's ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.
(f) Compliance with Contracts and Credit and Collection Policy. Originator will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. Originator will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Buyer and its assigns.
(g) Ownership. Originator will take all necessary action to establish and maintain, irrevocably in Buyer, legal and equitable title to the Receivables, the Related Security and the Collections, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns) (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer's interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its assigns) may reasonably request).
(h) Purchasers' Reliance. Originator acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer's identity as a legal entity that is separate from Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, Originator will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer's identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of Originator and any Affiliates thereof and not just a division of Originator. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer from Originator, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Originator and Buyer on an arm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations ss.ss.1.1502-33(d) and 1.1552-1.
(i) Collections. Originator will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Originator or any Affiliate of Originator, Originator will remit (or will cause all such payments to be remitted) directly to a Collection Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, Originator will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns. Originator will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to Buyer and, will not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Purchase Agreement.
(j) Taxes. Originator will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing , except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books, unless the failure to make any such payment (1) shall give rise to an immediate right to foreclosure on an Adverse Claim securing such amounts, or (2) could reasonably be expected to have a Material Adverse Effect.
(k) Insurance. Originator will maintain in effect, or cause to be maintained in effect, at Originator's own expense, such casualty and liability insurance as Originator deems appropriate in its good faith business judgement. Originator will pay or cause to be paid, the premiums therefor and deliver to Buyer and the Agent evidence satisfactory to Buyer and the Agent of such insurance coverage. Copies of each policy shall be furnished to Buyer, the Agent and any Purchaser in certificated form upon Buyer's, the Agent's or such Purchaser's request. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, Originator's obligations hereunder.
Section 4.2 Negative Covenants of Originator. Until the date on which this Agreement terminates in accordance with its terms, Originator hereby covenants that:
(a) Name Change, Offices and Records. Originator will not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC, or within the meaning of Section 9-507(c) of Revised Article 9 of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given Buyer (or its assigns) at least forty-five (45) days' prior written notice thereof and (ii) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Except as may be required by the Agent pursuant to Section 8.2(b) of the Purchase Agreement, Originator will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts and Credit and Collection Policy. Originator will not make any change to the Credit and Collection Policy that could reasonably be expected to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables unless required to do so by any applicable law, rule or regulation. Except as otherwise permitted in its capacity as Servicer pursuant to Section 8.2(d) of the Purchase Agreement, Originator will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.
(d) Sales, Liens. Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under Originator. Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.
(e) Accounting for Purchase. Originator will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the sale of the Receivables and the Related Security by Originator to Buyer or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale of the Receivables and the Related Security by Originator to Buyer except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles.
ARTICLE V
AMORTIZATION EVENTS
Section 5.1 Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days.
(b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made; provided, however, that any breach of the representations and warranties set forth in Sections 2.1(i), (s) or (t) shall not constitute an Amortization Event unless such breach or breaches apply in the aggregate to a material portion of the Receivables.
(c) Failure of Originator to pay when due any Indebtedness having an outstanding principal balance in excess of $25,000,000; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(d) (i) Originator or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator or any of its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; provided that in the event any such proceedings shall have been instituted against Originator or any Significant Subsidiary, such proceedings shall have continued undismissed or unstayed and in effect for a period of sixty
(60) consecutive days or an order for relief shall have been entered in such proceedings; or (iii) Originator or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in the foregoing clause (i) or (ii) of this subsection (d).
(e) A Change of Control shall occur.
(f) One or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Originator, and such judgment shall continue unsatisfied and in effect for ten
(10) consecutive days without a stay of execution.
Section 5.2 Remedies. Upon the occurrence and during the continuation of an Amortization Event, Buyer may take any of the following actions: (i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by Originator; provided, however, that upon the occurrence of Amortization Event described in Section 5.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to Originator under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by Originator and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by Buyer to Originator. The aforementioned rights and remedies shall be in addition to all other rights and remedies of Buyer and its assigns available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.
ARTICLE VI
INDEMNIFICATION
Section 6.1 Indemnities by Originator. Without limiting any other rights that Buyer may have hereunder or under applicable law, Originator hereby agrees to indemnify Buyer and its assigns, officers, directors, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables, excluding, however:
(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;
(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or
(iii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization;
provided, however, that nothing contained in this sentence shall limit the liability of Originator or limit the recourse of Buyer to Originator for amounts otherwise specifically provided to be paid by Originator under the terms of this Agreement.
Without limiting the generality of the foregoing indemnification, Originator shall indemnify Buyer for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Originator) relating to or resulting from:
(1) any representation or warranty made by Originator (or any officers of Originator) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by Originator pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;
(2) the failure by Originator, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;
(3) any failure of Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;
(4) any products liability, personal injury or damage suit or similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;
(5) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;
(6) the commingling of Collections of Receivables at any time with other funds;
(7) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby or thereby, the use of the proceeds of a Purchase, the ownership of the Receivables, or any other investigation, litigation or proceeding relating to Buyer or Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;
(8) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;
(9) any Amortization Event described in Section 5.1(d);
(10) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim;
(11) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Purchase or at any subsequent time;
(12) any action or omission by Originator which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable; and
(13) any attempt by any Person to void the Purchase hereunder under statutory provisions or common law or equitable action.
Section 6.2 Other Costs and Expenses. Originator shall pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Originator shall pay to Buyer on demand any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Waivers and Amendments. No failure or delay on the part of Buyer (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by Originator and Buyer and, to the extent required under the Purchase Agreement, the Agent and the Financial Institutions or the Required Financial Institutions.
Section 7.2 Notices. Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 7.2.
Section 7.3 Protection of Ownership Interests of Buyer. (a) Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns, but only after an Amortization Event) may, at Originator's sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.
(b) If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer's (or such assigns') costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(s)-in-fact, to act on behalf of Originator (i) to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer's (or its assigns') sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer's interests in the Receivables. This appointment is coupled with an interest and is irrevocable.
Section 7.4 Confidentiality. (a) Originator shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to the Agent and Falcon and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that Originator and its officers and employees may disclose such information to Originator's external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.
(b) Anything herein to the contrary notwithstanding, Originator hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent, the Financial Institutions or Falcon by each other, (ii) by Buyer, the Agent or the Purchasers to any prospective or actual assignee or participant of any of them or (iii) by the Agent to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Falcon or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided that each such Person is informed of the confidential nature of such information. In addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law), provided that Purchasers and Agent shall, if practicable, notify Originator in advance prior to disclosure and will use reasonable efforts to cooperate with Originator at Originator's expense in obtaining any protective order for such information.
Section 7.5 Bankruptcy Petition. Originator and Buyer each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of Falcon, it will not institute against, or join any other Person in instituting against, Falcon any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.
Section 7.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, BUT NOT LIMITED TO, 735 ILCS
SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.
Section 7.7 CONSENT TO JURISDICTION. ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT AND ORIGINATOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ORIGINATOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.
Section 7.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.
Section 7.9 Integration; Binding Effect; Survival of Terms.
(a) This Agreement, the Subordinated Note, the Subscription Agreement and each Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.
(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by Originator pursuant to Article II, (ii) the indemnification and payment provisions of Article VI, and (iii)
Section 7.5 shall be continuing and shall survive any termination of this Agreement.
Section 7.10 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to "Article," "Section," "Schedule" or "Exhibit" shall mean articles and sections of, and schedules and exhibits to, this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.
ANIXTER INC.
By:______________________________________________________ Name:
Title:
Address: _________________________
Attn: ____________________
Facsimile: ________________
ANIXTER RECEIVABLES CORPORATION
By:______________________________________________________ Name:
Title:
Address: _________________________
Attn: ____________________
Facsimile: ________________
Exhibit I
Definitions
This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Purchase Agreement.
"Agent" has the meaning set forth in the Preliminary Statements to the Agreement.
"Agreement" means this Receivables Sale Agreement, dated as of October 6, 2000, between Originator and Buyer, as the same may be amended, restated or otherwise modified.
"Amortization Date" means the earliest to occur of (i) the Facility Termination Date, (ii) any Business Day so designated by Originator and Buyer,
(iii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 5.1(d), (iv) the Business Day specified in a written notice from Buyer to Originator following the occurrence of any other Amortization Event, and (v) the date which is thirty (30) days after Buyer's receipt of written notice from Originator that it wishes to terminate the facility evidenced by this Agreement.

     "Amortization  Event"  has the  meaning  set  forth in  Section  5.1 of the
Agreement.

     "Applied  Collections"  has the meaning set forth in Section  1.2(d) of the
Agreement.	

"Authorized Officer" means, with respect to Originator, its treasurer, corporate controller or chief financial officer.
"Bank One" means Bank One, NA, its successors and assigns.
"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy", as amended, and any successor statute thereto.
"Base Rate" means a rate per annum equal to the corporate base rate, prime rate or base rate of interest, as applicable, announced by the Bank One from time to time, changing when and as such rate changes.
"Business Day" means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business.
"Buyer" has the meaning set forth in the preamble to the Agreement.
"Calculation Period" means each calendar month or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the date of the Purchase of Receivables hereunder and the final Calculation Period shall terminate on the Amortization Date.
"Change of Control" means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of Originator.
"Credit and Collection Policy" means Originator's credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit V, as modified from time to time in accordance with the Agreement.
"Default Fee" means a per annum rate of interest equal to the sum of (i) the Base Rate, plus (ii) 2% per annum.
"Dilutions" means, at any time, the aggregate amount of reductions or cancellations described in Section 1.3(a) of the Agreement.
"Discount Factor" means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables after taking account of
(i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to Buyer of financing its investment in the Receivables during such period and (ii) the risk of nonpayment by the Obligors. Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment in respect of Purchase which occurred during any Calculation Period ending prior to the Calculation Period during which Originator and Buyer agree to make such change.
"Falcon" has the meaning set forth in the Preliminary Statements to this Agreement.
"Intended Characterization" means, for income tax purposes, the characterization of the acquisition by the Purchasers of Purchaser Interests under the Purchase Agreement as a loan or loans by the Purchasers to Buyer secured by the Receivables, the Related Security and the Collections.
"Material Adverse Effect" means a material adverse effect on (i) the financial condition or operations of Originator and its Subsidiaries, (ii) the ability of Originator to perform its obligations under the Agreement or any other Transaction Document, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) Originator's, Buyer's, the Agent's or any Purchaser's interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.
"Net Worth" means as of the last Business Day of each Calculation Period preceding any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at such time, over (b) the sum of (i) the aggregate Capital outstanding at such time, plus (ii) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination).
"Original Balance" means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was purchased by Buyer.
"Originator" has the meaning set forth in the preamble to the Agreement.
"Potential Amortization Event" means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.
"Purchase" means the purchase under the Agreement by Buyer from Originator of the Receivables, the Related Security and the Collections related thereto, together with all related rights in connection therewith.
"Purchase Agreement" has the meaning set forth in the Preliminary Statements to the Agreement.
"Purchase Price" means, with respect to any Purchase on any date, the aggregate price to be paid by Buyer to Originator for such Purchase in accordance with Section 1.2 of the Agreement for the Receivables, Collections and Related Security being sold to Buyer on such date, which price shall equal
(i) the product of (x) the Original Balance of such Receivables, multiplied by
(y) one minus the Discount Factor then in effect, minus (ii) any Purchase Price Credits to be credited against the Purchase Price otherwise payable in accordance with Section 1.3 of the Agreement.
"Purchase Price Credit" has the meaning set forth in Section 1.3 of the Agreement.
"Purchaser" means Falcon or a Financial Institution, as applicable.
"Receivable" means the indebtedness and other obligations owed to Originator (without giving effect to any transfer or conveyance under the Agreement) or Buyer (after giving effect to the transfers under the Agreement) whether constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by Originator and includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction.
"Related Security" means, with respect to any Receivable:
(i) all of Originator's interest in the Equipment or other inventory and goods (including returned or repossessed inventory or goods), if any, the financing or lease of which by Originator gave rise to such Receivable, and all insurance contracts with respect thereto,
(ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,
(iii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,
(iv) all service contracts and other contracts and agreements associated with such Receivable,
(v) all Records related to such Receivable,
(vi) all proceeds of any of the foregoing.
"Required Capital Amount" means, as of any date of determination, an amount equal to 3.5% of the Outstanding Balance of all Receivables at such time.
"Settlement Date" means the seventeenth day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day.
"Subordinated Loan" has the meaning set forth in Section 1.2(a) of the Agreement.
"Subordinated Note" means a promissory note in substantially the form of Exhibit VII hereto as more fully described in Section 1.2 of the Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Subscription Agreement" means that certain Stockholder and Subscription Agreement, dated as of October 6, 2000, between Originator and Buyer, substantially in the form of Exhibit VI hereto.
"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.
"Transaction Documents" means, collectively, this Agreement, each Collection Account Agreement, the Subordinated Note, the Subscription Agreement and all other instruments, documents and agreements executed and delivered in connection herewith.
"UCC" means the Uniform Commercial Code as from time to time in effect in the State of Illinois.
All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.
Exhibit II
Places of Business; Locations of Records;
Federal Employer Identification Number(s); Other Names
Places of Business:
Locations of Records:
Federal Employer Identification Number:
Corporate, Partnership Trade and Assumed Names:
Exhibit III
Lock-boxes; Collection Accounts; Collection Banks
Exhibit IV
Form of Compliance Certificate
This Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement dated as of October 6, 2000, between ANIXTER INC. ("Originator") and ANIXTER RECEIVABLES CORPORATION ("Buyer")(the "Agreement"). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected ______________ of Originator.
2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Originator and its Subsidiaries during the accounting period covered by the attached financial statements.
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Amortization Event or a Potential Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below.
4. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Originator has taken, is taking, or proposes to take with respect to each such condition or event:
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this _____ day of _______, 20__.
ANIXTER INC.
By: __________________________
Name:
Title:
Exhibit V
Credit and Collection Policy
(See attached)
Exhibit VI
Form of Stockholder Subscription Agreement
STOCKHOLDER AND SUBSCRIPTION AGREEMENT
THIS STOCKHOLDER AND SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of October 6, 2000, is entered into by and between ANIXTER RECEIVABLES CORPORATION a Delaware corporation ("SPV"), and ANIXTER INC., a Delaware corporation ("Parent"). Except as otherwise specifically provided herein, capitalized terms used in this Agreement have the meanings ascribed thereto in the Receivables Sale Agreement, dated as of even date herewith, between SPV and Parent (as amended, restated, supplemented or otherwise modified from time to time, the "Sale Agreement").
RECITALS
A. SPV has been organized under the laws of the State of Delaware for the purpose of, among other things, purchasing, holding, financing, receiving and transferring accounts receivable and related assets originated or otherwise held by Parent.
B. Contemporaneously with the execution and delivery of this Agreement: (i) Parent and SPV have entered into the Sale Agreement pursuant to which Parent has, from and after the initial purchase date thereunder and prior to the termination date specified therein, sold all of its Receivables, Collections and Related Security to SPV; and (ii) SPV, Parent, as Servicer, certain financial institutions party thereto as "Purchasers," and Bank One, NA, as the "Agent," have entered into a Receivables Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") pursuant to which SPV will sell "Purchaser Interests" to the Agent for the benefit of the Purchasers.
C. SPV desires to sell shares of its capital stock to Parent, and Parent desires to purchase such shares, on the terms set forth in this Agreement.
NOW, THEREFORE, SPV and Parent agree as follows:
Section 1. Purchase and Sale of Capital Stock. Parent hereby purchases from SPV, and SPV hereby sells to Parent, 1,000 shares of common stock, par value $0.01 per share, of SPV (the "Common Stock") for the Stock Purchase Price set forth in Section 2(a). The shares of Common Stock being purchased under this Agreement are referred to herein as the "Shares." Within three (3) Business Days from the date hereof, SPV shall deliver to Parent a certificate registered in Parent's name representing the Shares.
Section 2. Consideration for Shares and Capital Contributions.
(a) Consideration for Shares. To induce SPV to enter into the Sale Agreement and to enable SPV to fund its obligations thereunder by consummating the transactions contemplated by the Purchase Agreement, and in reliance upon the representations and warranties set forth herein, Parent hereby pays to SPV on the date hereof the sum of $14,600,000 (the "Stock Purchase Price") in consideration of the purchase of the Shares. The Stock Purchase Price shall take the form of a transfer of cash, except that Parent may, in lieu of cash payment of the Stock Purchase Price, offset the amount of the Stock Purchase Price against the purchase price otherwise payable by SPV to Parent on the purchase date pursuant to the Sale Agreement.
(b) Contributions After Initial Closing Date. From time to time Parent may make additional capital contributions to SPV. All such contributions shall take the form of a cash transfer, except that SPV agrees, in lieu of cash payment thereof, to offset the amount of such contributions against the purchase price for Receivables otherwise payable by SPV to Parent on the date of such capital contributions. All of the Receivables so paid for through such offset shall constitute purchased Receivables within the meaning of the Sale Agreement and shall be subject to all of the representations, warranties and indemnities otherwise made thereunder. It is expressly understood and agreed that Parent has no obligations under this Agreement or otherwise to make any capital contributions from and after payment of the Stock Purchase Price.
Section 3. Representations and Warranties of SPV. SPV represents and warrants to Parent as follows:
(a) SPV is a corporation duly incorporated validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to carry on its business as proposed to be conducted on the date hereof.
(b) SPV has all requisite legal and corporate power otherwise, to enter into this Agreement, to issue the Shares and to perform its other obligations under this Agreement.
(c) Upon receipt by SPV of the Stock Purchase Price and the issuance of the Shares to Parent, the Shares will be duly authorized, validly issued, fully paid and nonassessable.
(d) SPV has taken all corporate action necessary for its authorization, execution and delivery of, and, its performance under, this Agreement.
(e) This Agreement constitutes a legally valid and binding obligation of SPV, enforceable against SPV in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(f) SPV has filed its Certificate of Incorporation in the form attached hereto as Annex A with the Secretary of State of Delaware and (ii) adopted By-laws in the form attached hereto as Annex B.
(g) The issuance of the Shares by SPV hereunder is legally permitted by all laws and regulations to which SPV is subject.
Section 4. Representations and Warranties of Parent. Parent represents and warrants to SPV as follows:
(a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to carry on its business as conducted on the date hereof.
(b) Parent has all requisite legal and corporate power otherwise, to enter into this Agreement, to purchase the Shares and to perform its other obligations under this Agreement.
(c) Parent has taken all corporate action necessary for its authorization, execution and delivery of, and its performance under, this Agreement.
(d) This Agreement constitutes a legally valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(e) Parent is purchasing the Shares for investment for its own account, not as a nominee or agent, and not with a view to any distribution of any part thereof. Parent has no current intention of selling, granting a participation in, or otherwise distributing, the shares.
(e) Parent understands that the Shares have not been registered under the Securities Act of 1933, as amended, or under any other Federal or state law, and that SPV does not contemplate such a registration.
(f) Parent has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has made such investigations in connection herewith as have been deemed necessary or desirable to make such evaluation.
(g) The purchase of the Shares by Parent is legally permitted by all laws and regulations to which Parent is subject.
Section 5. Restrictions on Transfer Imposed by the Act; Legend.
(a) Legend. Each certificate representing any Shares shall be endorsed with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT. SUCH SECURITIES SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED OR DISPOSED OF ABSENT SUCH REGISTRATION, UNLESS, IN THE OPINION OF THE CORPORATION'S COUNSEL, SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
(b) Registration of Transfers. SPV need not register a transfer of any Shares unless the conditions specified in the legend set forth in Section 5(a) hereof are satisfied. SPV may also instruct its transfer agent (which may be SPV) not to register the transfer of any Shares unless the conditions specified in the legend set forth in Section 5(a) hereof are satisfied.
Section 6. Agreement to Vote. Parent hereby agrees and covenants to vote all of the shares of Common Stock now or hereafter owned by it, whether beneficially or otherwise, as is necessary at a meeting of stockholders of SPV, or by written consent in lieu of any such meeting, to cause to be elected to, and maintained on, SPV's board of directors at least one (1) person meeting the qualifications of an Independent Director and selected in accordance with the provisions of the Certificate of Incorporation and By-Laws of SPV.
Section 7. Successors and Assigns. Each party agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any right or obligation under this Agreement except in connection with a transfer of Shares in compliance with the terms and conditions hereof, as contemplated by Section 5(b) above, or otherwise in accordance with the terms hereof. Any purported assignment, transfer or delegation in violation of this Section 7 shall be null and void ab initio. Subject to the foregoing limits on assignment and delegation and except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, legatees, executors, administrators, assignees and legal successors.
Section 8. Amendments and Waivers. Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of SPV and Parent. Any amendment or waiver so effected shall be binding upon SPV and Parent.
Section 9. Further Acts. Each party agrees to perform any further acts and execute and deliver any document which may be reasonably necessary to carry out the provisions of this Agreement.
Section 10. Counterparts. This Agreement may be executed in any number of counterparts, and all of such counterparts together will be deemed one instrument.
Section 11. Notices. Any and all notices, acceptances, statements and other communications to Parent in connection herewith shall be in writing, delivered personally, by facsimile or certified mail, return receipt requested, and shall be addressed to the address of Parent indicated on the stock transfer register of SPV or, if no address is so indicated, to the address provided to SPV pursuant to the Sale Agreement unless changed by written notice to SPV or its successor.
Section 12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, EXCEPT AND TO THE EXTENT THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE IS APPLICABLE.
Section 13. Entire Agreement. This Agreement, together with the Sale Agreement and the documents expressly to be delivered in connection therewith, constitute the entire understanding and agreement between the parties hereto with subject matter hereof and thereof.
Section 14. Severability of this Agreement. In case any provision of this Agreement shall be invalid or unenforceable, the validity, legality and enforceability of the remaining shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.
ANIXTER RECEIVABLES CORPORATION
By:______________________________________________________ Name:
Title:
ANIXTER INC.
By:______________________________________________________ Name:
Title:
ANNEX A
to Subscription Agreement
Certificate of Incorporation
(see attached)
ANNEX B
to Subscription Agreement
By-Laws
(see attached)
-i-
Exhibit VII
Form of Subordinated Note
SUBORDINATED NOTE
October 6, 2000
1. Note. FOR VALUE RECEIVED, the undersigned, ANIXTER RECEIVABLES CORPORATION, a Delaware corporation ("SPV"), hereby unconditionally promises to pay to the order of ANIXTER INC., a Delaware corporation ("Originator"), in lawful money of the United States of America and in immediately available funds, on the date following the Amortization Date which is one year and one day after the date on which (i) the Outstanding Balance of all Receivables sold under the "Sale Agreement" referred to below has been reduced to zero and (ii) Originator has paid to the Buyer all indemnities, adjustments and other amounts which may be owed thereunder in connection with the Purchases (the "Collection Date"), the aggregate unpaid principal sum outstanding of all "Subordinated Loans" made from time to time by Originator to SPV pursuant to and in accordance with the terms of that certain Receivables Sale Agreement dated as of October 6, 2000 between Originator and SPV (as amended, restated, supplemented or otherwise modified from time to time, the "Sale Agreement"). Reference to Section 1.2 of the Sale Agreement is hereby made for a statement of the terms and conditions under which the loans evidenced hereby have been and will be made. All terms which are capitalized and used herein and which are not otherwise specifically defined herein shall have the meanings ascribed to such terms in the Sale Agreement.
2. Interest. SPV further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full hereof at a rate equal to the Base Rate less 1.50% per annum; provided, however, that if SPV shall default in the payment of any principal hereof, SPV promises to pay, on demand, interest at the rate of the Base Rate plus 0.50% per annum on any such unpaid amounts, from the date such payment is due to the date of actual payment. Interest shall be payable on the first Business Day of each month in arrears; provided, however, that SPV may elect on the date any interest payment is due hereunder to defer such payment and upon such election the amount of interest due but unpaid on such date shall constitute principal under this Subordinated Note. The outstanding principal of any loan made under this Subordinated Note shall be due and payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty.
3. Principal Payments. Originator is authorized and directed by SPV to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment of principal made by SPV, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Originator to make any such entry or any error therein shall expand, limit or affect the obligations of SPV hereunder.
4. Subordination. The indebtedness evidenced by this Subordinated Note is subordinated to the prior payment in full of all of SPV's recourse obligations under that certain Receivables Purchase Agreement dated as of October 6, 2000 by and among SPV, Originator, as Servicer, various "Purchasers" from time to time party thereto, and Bank One, NA, as the "Agent" (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees (collectively, the "Senior Claimants") under the Purchase Agreement. Until the date on which all "Capital" outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the "Fee Letter" referenced therein (all such obligations, collectively, the "Senior Claim") have been indefeasibly paid and satisfied in full, Originator shall not demand, accelerate, sue for, take, receive or accept from SPV, directly or indirectly, in cash or other property or by set-off or any other manner (including, without limitation, from or by way of collateral) any payment or security of all or any of the indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; provided, however, that (i) Originator hereby agrees that it will not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict SPV from paying, or Originator from requesting, any payments under this Subordinated Note so long as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the funds used for such payments to any of the Senior Claimants and further provided that the making of such payment would not otherwise violate the terms and provisions of the Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of the immediately preceding sentence, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Agent for the benefit of the Senior Claimants.
5. Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the type described in Section 5.1(d) of the Sale Agreement involving SPV as debtor, then and in any such event the Senior Claimants shall receive payment in full of all amounts due or to become due on or in respect of Capital and the Senior Claim (including "CP Costs" and "Yield" as defined and as accruing under the Purchase Agreement after the commencement of any such proceeding, whether or not any or all of such CP Costs or Yield is an allowable claim in any such proceeding) before Originator is entitled to receive payment on account of this Subordinated Note, and to that end, any payment or distribution of assets of SPV of any kind or character, whether in cash, securities or other property, in any applicable insolvency proceeding, which would otherwise be payable to or deliverable upon or with respect to any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Agent for application to, or as collateral for the payment of, the Senior Claim until such Senior Claim shall have been paid in full and satisfied.
6. Amendments. This Subordinated Note shall not be amended or modified except in accordance with Section 7.1 of the Sale Agreement. The terms of this Subordinated Note may not be amended or otherwise modified without the prior written consent of the Agent for the benefit of the Purchasers.
7. GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.
8. Waivers. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. Originator additionally expressly waives all notice of the acceptance by any Senior Claimant of the subordination and other provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the subordination and other provisions herein provided.
9. Assignment. This Subordinated Note may not be assigned, pledged or otherwise transferred to any party other than Originator without the prior written consent of the Agent, and any such attempted transfer shall be void.
ANIXTER RECEIVABLES CORPORATION
By: ____________________________________________ Name:
Title:
Schedule to 
SUBORDINATED NOTE
SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL

         Amount of         Amount of         Unpaid Principal
         Subordinated      Principal         Notation made
Date     Loan              Paid              Balance by
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Schedule A
DOCUMENTS TO BE DELIVERED TO BUYER
ON OR PRIOR TO THE PURCHASE
(See Attached.)

                                TABLE OF CONTENTS

                                      Page

ARTICLE I  AMOUNTS AND TERMS...................................................2
     Section 1.1  Purchase of Receivables......................................2
     Section 1.2  Payment for the Purchase  ...................................3
     Section 1.3  Purchase Price Credit Adjustments............................6
     Section 1.4  Payments and Computations, Etc...............................6
     Section 1.5  Transfer of Records..........................................6
     Section 1.6  Characterization.............................................7
ARTICLE II  REPRESENTATIONS AND WARRANTIES.....................................7
     Section 2.1  Representations and Warranties of Originator.................7
ARTICLE III  CONDITIONS OF PURCHASE...........................................11
     Section 3.1  Conditions Precedent to Purchase............................11
     Section 3.2  Conditions Precedent to Subsequent Payments.................11
ARTICLE IV  COVENANTS.........................................................11
     Section 4.1  Affirmative Covenants of Originator.........................11
     Section 4.2  Negative Covenants of Originator............................16
ARTICLE V  AMORTIZATION EVENTS................................................17
     Section 5.1  Amortization Events.........................................17
     Section 5.2  Remedies 18
ARTICLE VI  INDEMNIFICATION...................................................19
     Section 6.1  Indemnities by Originator...................................19
     Section 6.2  Other Costs and Expenses....................................21
ARTICLE VII  MISCELLANEOUS....................................................21
     Section 7.1  Waivers and Amendments......................................21
     Section 7.2  Notices  22
     Section 7.3  Protection of Ownership Interests of Buyer..................22
     Section 7.4  Confidentiality.............................................22
     Section 7.5  Bankruptcy Petition.........................................23
     Section 7.6  CHOICE OF LAW...............................................23
     Section 7.7  CONSENT TO JURISDICTION.....................................23
     Section 7.8  WAIVER OF JURY TRIAL........................................24
     Section 7.9  Integration; Binding Effect; Survival of Terms..............24
     Section 7.10  Counterparts; Severability; Section References.............24	

Exhibits and Schedules

EXHIBIT I               Definitions
EXHIBIT II              Principal Place of Business; Location(s) of Records;
                        Federal Employer Identification Number; Other Names
EXHIBIT III             Lock-Boxes; Collection Accounts; Collection Banks
EXHIBIT IV              Form of Compliance Certificate
EXHIBIT V               Credit and Collection Policy
EXHIBIT VI              Form of Subscription Agreement
EXHIBIT VII             Form of Subordinated Note

SCHEDULE A              List of Documents to Be Delivered to Buyer Prior to the

                        Purchase	

SWDocID

ARTICLE I
         PURCHASE ARRANGEMENTS........................................................................1

     Section 1.1         Purchase Facility............................................................1
     Section 1.2         Increases....................................................................2
     Section 1.3         Decreases....................................................................3
     Section 1.4         Payment Requirements.........................................................3

ARTICLE II
         PAYMENTS AND COLLECTIONS.....................................................................3

     Section 2.1         Payments.....................................................................3
     Section 2.2         Collections Prior to Amortization............................................4
     Section 2.3         Collections Following Amortization...........................................5
     Section 2.4         Application of Collections...................................................5
     Section 2.5         Payment Recission............................................................5
     Section 2.6         Maximum Purchaser Interests..................................................6
     Section 2.7         Clean Up Call................................................................6

ARTICLE III
         COMPANY FUNDING..............................................................................6

     Section 3.1         CP Costs.....................................................................6
     Section 3.2         CP Costs Payments............................................................6
     Section 3.3         Calculation of CP Costs......................................................6

ARTICLE IV
         FINANCIAL INSTITUTION FUNDING................................................................7

     Section 4.1         Financial Institution Funding................................................7
     Section 4.2         Yield Payments...............................................................7
     Section 4.3         Selection and Continuation of Tranche Periods................................7
     Section 4.4         Financial Institution Discount Rates.........................................7
     Section 4.5         Suspension of the LIBO Rate..................................................8

ARTICLE V
         REPRESENTATIONS AND WARRANTIES...............................................................8

     Section 5.1         Representations and Warranties of The Seller Parties.........................8
     Section 5.2         Financial Institution Representations and Warranties........................12

ARTICLE VI
         CONDITIONS OF PURCHASES.....................................................................13

     Section 6.1         Conditions Precedent to Initial Incremental Purchase........................13
     Section 6.2         Conditions Precedent to All Purchases and Reinvestments.....................13

ARTICLE VII
         COVENANTS...................................................................................14

     Section 7.1         Affirmative Covenants of The Seller Parties.................................14
     Section 7.2         Negative Covenants of The Seller Parties....................................21

ARTICLE VIII
         ADMINISTRATION AND COLLECTION...............................................................22

     Section 8.1         Designation of Servicer.....................................................22
     Section 8.2         Duties of Servicer..........................................................23
     Section 8.3         Collection Notices..........................................................24
     Section 8.4         Responsibilities of Seller..................................................24
     Section 8.5         Reports.....................................................................25
     Section 8.6         Servicing Fees..............................................................25

ARTICLE IX
         AMORTIZATION EVENTS.........................................................................25

     Section 9.1         Amortization Events.........................................................25
     Section 9.2         Remedies....................................................................26

ARTICLE X
         INDEMNIFICATION.............................................................................27

     Section 10.1        Indemnities by The Seller Parties...........................................27
     Section 10.2        Increased Cost and Reduced Return...........................................29
     Section 10.3        Other Costs and Expenses....................................................30

ARTICLE XI
         THE AGENT...................................................................................30

     Section 11.1        Authorization and Action....................................................30
     Section 11.2        Delegation of Duties........................................................31
     Section 11.3        Exculpatory Provisions......................................................31
     Section 11.4        Reliance by Agent...........................................................31
     Section 11.5        Non-Reliance on Agent and Other Purchasers..................................32
     Section 11.6        Reimbursement and Indemnification...........................................32
     Section 11.7        Agent in its Individual Capacity............................................32
     Section 11.8        Successor Agent.............................................................32

ARTICLE XII
         ASSIGNMENTS; PARTICIPATIONS.................................................................33

     Section 12.1        Assignments.................................................................33
     Section 12.2        Participations..............................................................34

ARTICLE XIII
         LIQUIDITY FACILITY..........................................................................34

     Section 13.1        Transfer to Financial Institutions..........................................34
     Section 13.2        Transfer Price Reduction Yield..............................................34
     Section 13.3        Payments to Company.........................................................35
     Section 13.4        Limitation on Commitment to Purchase from Company...........................35
     Section 13.5        Defaulting Financial Institutions...........................................35
     Section 13.6        Terminating Financial Institutions..........................................36

ARTICLE XIV
         MISCELLANEOUS...............................................................................37

     Section 14.1        Waivers and Amendments......................................................37
     Section 14.2        Notices.....................................................................38
     Section 14.3        Ratable Payments............................................................38
     Section 14.4        Protection of Ownership Interests of the Purchasers.........................38
     Section 14.5        Confidentiality.............................................................39
     Section 14.6        Bankruptcy Petition.........................................................39
     Section 14.7        Limitation of Liability.....................................................40
     Section 14.8        CHOICE OF LAW...............................................................40
     Section 14.9        CONSENT TO JURISDICTION.....................................................40
     Section 14.10       WAIVER OF JURY TRIAL........................................................40
     Section 14.11       Integration; Binding Effect; Survival of Terms..............................41
     Section 14.12       Counterparts; Severability; Section References..............................41
     Section 14.13       Bank One Roles..............................................................41
     Section 14.14       Characterization............................................................41	

Exhibits and Schedules
      Exhibit I           Definitions
      Exhibit II          Form of Purchase Notice
      Exhibit III         Places of Business of the Seller Parties; Locations
                           of Records; Federal Employer Identification Number(s)
      Exhibit IV          Names of Collection Banks; Collection Accounts
      Exhibit V           Form of Compliance Certificate
      Exhibit VI          Form of Collection Account Agreement
      Exhibit VII         Form of Assignment Agreement
      Exhibit VIII        Credit and Collection Policy
      Exhibit IX          Form of Contract(s)
      Exhibit X           Form of Monthly Report

      Schedule A          Commitments
      Schedule B          Closing Documents	

Page 4
EXECUTION COPY
RECEIVABLES PURCHASE AGREEMENT
dated as of October 6, 2000
Among
ANIXTER RECEIVABLES CORPORATION, as Seller,
ANIXTER INC., as Servicer,
FALCON ASSET SECURITIZATION CORPORATION,
THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO,
as Financial Institutions
and
BANK ONE, NA,
as Agent
41
ANIXTER RECEIVABLES CORPORATION
RECEIVABLES PURCHASE AGREEMENT
This Receivables Purchase Agreement dated as of October 6, 2000 is among Anixter Receivables Corporation, a Delaware corporation ("Seller"), Anixter Inc., a Delaware corporation ("Anixter"), as initial Servicer (Anixter, together with Seller, the "Seller Parties" and each a "Seller Party"), the entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Falcon Asset Securitization Corporation ("Company") and Bank One, NA, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
Seller desires to transfer and assign Purchaser Interests to the Purchasers from time to time.
Company may, in its absolute and sole discretion, purchase Purchaser Interests from Seller from time to time.
In the event that Company declines to make any purchase, the Financial Institutions shall, at the request of Seller, purchase Purchaser Interests from time to time. In addition, the Financial Institutions have agreed to provide a liquidity facility to Company in accordance with the terms hereof.
Bank One, NA has been requested and is willing to act as Agent on behalf of Company and the Financial Institutions in accordance with the terms hereof.
ARTICLE I
PURCHASE ARRANGEMENTS
Section 1.1 Purchase Facility
(a) Upon the terms and subject to the conditions hereof, Seller may, at its option, sell and assign Purchaser Interests to the Agent for the benefit of one or more of the Purchasers. In accordance with the terms and conditions set forth herein, Company may, at its option, instruct the Agent to purchase on behalf of Company, or if Company shall decline to purchase, the Agent shall purchase, on behalf of the Financial Institutions, Purchaser Interests from time to time in an aggregate amount not to exceed at such time the lesser of (i) the Purchase Limit and (ii) the aggregate amount of the Back-up Commitments, during the period from the date hereof to but not including the Facility Termination Date; provided, that at no time shall a Purchaser Interest be purchased for a Financial Institution pursuant to this Section 1.1(a) if the Capital allocated to the Financial Institution with respect to such Purchaser Interest would exceed such Financial Institution's Unused Back-up Commitment at such time.
(b) Seller may, upon at least 30 days' notice to the Agent, terminate in whole or reduce in part, ratably among the Financial Institutions based on the amount of their Back-up Commitments, the Unused Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof. Each Financial Institution's Back-up Commitment and Liquidity Commitment shall be reduced by its ratable share of each reduction in the Purchase Limit.
Section 1.2 Increases.
Seller shall provide the Agent with at least three (3) Business Days' prior notice in a form set forth as Exhibit II hereto of each Incremental Purchase (a "Purchase Notice"). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000) and date of purchase (which, in the case of any Incremental Purchase (after the initial Incremental Purchase hereunder), shall only be on a Monthly Settlement Date) and, in the case of an Incremental Purchase to be funded by the Financial Institutions, the requested Discount Rate and Tranche Period. Following receipt of a Purchase Notice, the Agent will determine whether Company agrees to make the purchase. If Company declines to make a proposed purchase, Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase of the Purchaser Interest will be made by the Financial Institutions. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, Company or the Financial Institutions, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to (i) in the case of Company, the aggregate Purchase Price of the Purchaser Interests Company is then purchasing or (ii) in the case of a Financial Institution, such Financial Institution's Back-up Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions are purchasing. In the case of an Incremental Purchase to be made by the Financial Institutions, if one or more of the Financial Institutions defaults in its obligation to fund its Back-up Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests to be purchased (each such Financial Institution shall be called a "Section 1.2 Defaulting Financial Institution" and the aggregate amount of such defaulted obligations being herein called the "Purchase Price Deficit"), then upon notice from the Agent, each Financial Institution other than the Section 1.2 Defaulting Financial Institutions (a "Section 1.2 Non-Defaulting Financial Institution") shall promptly pay to the Agent, in immediately available funds, an amount equal to the lesser of (x) such Section 1.2 Non-Defaulting Financial Institution's proportionate share (based upon the relative Back-up Commitments of the Section
1.2 Non-Defaulting Financial Institutions) of the Purchase Price Deficit and (y) such Section 1.2 Non-Defaulting Financial Institution's Unused Back-up Commitment. A Section 1.2 Defaulting Financial Institution shall forthwith upon demand pay to the Agent for the account of the Section 1.2 Non-Defaulting Financial Institutions all amounts paid by each Section 1.2 Non-Defaulting Financial Institution on behalf of such Section 1.2 Defaulting Financial Institution, together with interest thereon, for each day from the date a payment was made by a Section 1.2 Non-Defaulting Financial Institution until the date such Section 1.2 Non-Defaulting Financial Institution has been paid such amounts in full, at a rate per annum equal to the Federal Funds Effective Rate plus two percent (2%). In addition, without prejudice to any other rights that Seller may have under applicable law, each Section 1.2 Defaulting Financial Institution shall pay to Seller forthwith upon demand, the difference between such Section 1.2 Defaulting Financial Institution's unpaid Purchase Price and the amount paid with respect thereto by the Section 1.2 Non-Defaulting Financial Institutions, together with interest thereon, for each day from the date of the Agent's request for such Section 1.2 Defaulting Financial Institution's Back-up Pro Rata Share of the Purchase Price pursuant to this Section 1.2 until the date the requisite amount is paid to Seller in full, at a rate per annum equal to the Federal Funds Effective Rate plus two percent (2%).
Section 1.3 Decreases. Seller shall provide the Agent with at least three (3) Business Days prior written notice (a "Reduction Notice") of any proposed reduction of Aggregate Capital from Collections. Such Reduction Notice shall designate (i) the date (the "Proposed Reduction Date") upon which any such reduction of Aggregate Capital shall occur, which must be a Monthly Settlement Date unless otherwise consented to by the Agent (which consent shall not be unreasonably withheld), and (ii) the amount of Aggregate Capital to be reduced which shall be applied ratably to the Purchaser Interests of Company and the Financial Institutions in accordance with the amount of Capital (if any) owing to Company, on the one hand, and the amount of Capital (if any) owing to the Financial Institutions (ratably, based on the amount of Capital owing to each Financial Institution), on the other hand (the "Aggregate Reduction"). Only one
(1) Reduction Notice shall be outstanding at any time.
Section 1.4 Payment Requirements. All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately available funds, and if not received before 11:00 a.m. (Chicago time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to a Purchaser they shall be paid to the Agent, for the account of such Purchaser, at 1 Bank One Plaza, Chicago, Illinois 60670 until otherwise notified in writing by the Agent. Upon notice to Seller, the Agent may debit the Facility Account for all amounts due and payable hereunder. All computations of Yield, per annum fees calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.
ARTICLE II
PAYMENTS AND COLLECTIONS
Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this Agreement, Seller shall immediately pay to the Agent when due, for the account of the relevant Purchaser or Purchasers on a full recourse basis, (i) such fees as set forth in the Fee Letter (which fees shall be sufficient to pay all fees owing to the Financial Institutions), (ii) all CP Costs, (iii) all amounts payable as Yield, (iv) all amounts payable as Deemed Collections (which shall be immediately due and payable by Seller and applied to reduce outstanding Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (v) all amounts payable pursuant to Section 2.6, (vi) all amounts payable pursuant to Article X, if any, (vii) all Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering and collecting the Receivables, (viii) all Broken Funding Costs and (ix) all Default Fees (collectively, the "Obligations"). If any Person fails to pay any of the Obligations when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Collections, Seller shall immediately pay such Collections or Deemed Collections to the Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the Purchasers and the Agent.
Section 2.2 Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a "Reinvestment") with a portion of the balance of each and every Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent's account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce unpaid Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions, applied ratably to each Terminating Financial Institution according to its respective Termination Percentage. If such Capital, and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent's account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Company pursuant to Section 13.6 (the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.
Section 2.3 Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the holder of each Purchaser Interest, all Collections received on such day and an additional amount of funds of the Seller for the payment of any accrued and unpaid Obligations owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, the Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) the Agent (i) remit to the Agent's account the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to reduce the Capital associated with each such Purchaser Interest and any other Aggregate Unpaids.
Section 2.4 Application of Collections. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds:
first, to the payment of the Servicer's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is not then acting as the Servicer,
second, to the reimbursement of the Agent's reasonable costs of collection and enforcement of this Agreement,
third, ratably to the payment of all accrued and unpaid fees under the Fee Letter, CP Costs payable under Article III and Yield payable under Article IV,
fourth, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage),
fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and
sixth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.
Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in this Section 2.4 above, shall be shared ratably (within each priority) among the Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.
Section 2.5 Payment Recission. No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Agent (for application to the Person or Persons who suffered such recission, return or refund) the full amount thereof, plus the Default Fee from the date of any such recission, return or refunding.
Section 2.6 Maximum Purchaser Interests. Seller shall ensure that the Purchaser Interests of the Purchasers shall at no time exceed in the aggregate 100%. If the aggregate of the Purchaser Interests of the Purchasers exceeds 100%, Seller shall pay to the Agent within three (3) Business Days of Seller's knowledge thereof, an amount to be applied to reduce the Aggregate Capital (as allocated by the Agent), such that after giving effect to such payment the aggregate of the Purchaser Interests equals or is less than 100%.
Section 2.7 Clean Up Call. In addition to Seller's rights pursuant to Section 1.3, Seller shall have the right (after providing three (3) Business Days' written notice to the Agent), at any time following the reduction of the Aggregate Capital to a level that is less than ten percent (10.00%) of the original Purchase Limit, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser or the Agent.
ARTICLE III
COMPANY FUNDING
Section 3.1 CP Costs. Seller shall pay CP Costs with respect to the Capital associated with each Purchaser Interest of Company for each day that any Capital in respect of such Purchaser Interest is outstanding. Each Purchaser Interest funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share the Capital in respect of such Purchaser Interest represents in relation to all assets held by Company and funded substantially with Pooled Commercial Paper.
Section 3.2 CP Costs Payments. On each Monthly Settlement Date, Seller shall pay to the Agent (for the benefit of Company) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Capital associated with all Purchaser Interests of Company for the immediately preceding Accrual Period in accordance with Article II.
Section 3.3 Calculation of CP Costs. No later than the third Business Day immediately preceding each Monthly Settlement Date, Company shall calculate the aggregate amount of CP Costs for the applicable Accrual Period and shall notify Seller of such aggregate amount.
ARTICLE IV
FINANCIAL INSTITUTION FUNDING
Section 4.1 Financial Institution Funding. Each Purchaser Interest of the Financial Institutions shall accrue Yield for each day during its Tranche Period at either the LIBO Rate or the Base Rate in accordance with the terms and conditions hereof. Until Seller gives notice to the Agent of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any Purchaser Interest transferred to the Financial Institutions pursuant to the terms and conditions hereof shall be the Base Rate. If the Financial Institutions acquire by assignment from Company any Purchaser Interest pursuant to Article XIII, each Purchaser Interest so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment.
Section 4.2 Yield Payments. On the Settlement Date for each Purchaser Interest of the Financial Institutions, Seller shall pay to the Agent (for the benefit of the Financial Institutions) an aggregate amount equal to the accrued and unpaid Yield for the entire Tranche Period of each such Purchaser Interest in accordance with Article II.
Section 4.3 Selection and Continuation of Tranche Periods.
(a) With consultation from (and approval by) the Agent, Seller shall from time to time request Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on a Monthly Settlement Date.
(b) Seller or the Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the "Terminating Tranche") for any Purchaser Interest, may, effective on the last day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Purchaser Interest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided, that in no event may a Purchaser Interest of Company be combined with a Purchaser Interest of the Financial Institutions.
Section 4.4 Financial Institution Discount Rates. Seller may select the LIBO Rate or the Base Rate for each Purchaser Interest of the Financial Institutions. Seller shall by 11:00 a.m. (Chicago time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as a new Discount Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Base Rate is being requested as a new Discount Rate, give the Agent irrevocable notice of the new Discount Rate for the Purchaser Interest associated with such Terminating Tranche. Agent will, from time to time, at Seller's request make available non-binding indications of the LIBO Rate for a new Tranche Period with respect to any Terminating Tranche. Until Seller gives notice to the Agent of another Discount Rate, the initial Discount Rate for any Purchaser Interest transferred to the Financial Institutions pursuant to the terms and conditions hereof shall be the Base Rate.
Section 4.5 Suspension of the LIBO Rate.
(a) If any Financial Institution notifies the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then the Agent shall suspend the availability of such LIBO Rate at the end of any then current Tranche Period, provided that if required by any applicable law, rule, regulation or directive, any then current Tranche Period for such Purchaser Interest based on the LIBO Rate shall terminate immediately and a new Tranche Period based on the Base Rate shall commence.
(b) If less than all of the Financial Institutions give a notice to the Agent pursuant to Section 4.5(a), each Financial Institution which gave such a notice shall be obliged, at the request of Seller, Company or the Agent, to assign all of its rights and obligations hereunder to (i) another Financial Institution or
(ii) another funding entity nominated by Seller or the Agent that is acceptable to Company and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Financial Institution; provided that (i) the notifying Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Financial Institution's Pro Rata Share of the Capital and Yield owing to all of the Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions, and (ii) the replacement Financial Institution otherwise satisfies the requirements of Section 12.1(b).
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.1 Representations and Warranties of The Seller Parties. Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:
(a) Corporate Existence and Power. Each Seller Party is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Seller Party is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.
(b) Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller's use of the proceeds of purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.
(c) No Conflict. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder), except, in any case, where such contravention or violation could not be reasonably expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.
(d) Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.
(e) Actions, Suits. There are no actions, suits or proceedings pending, or to the best of such Seller Party's knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Anixter is not in default with respect to any order of any court, arbitrator or governmental body, which defaults, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The Seller is not in default with respect to any order of any court, arbitrator or governmental body.
(f) Binding Effect. This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(g) Accuracy of Information. All information heretofore furnished by such Seller Party or any of its Affiliates to the Agent or the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller Party or any of its Affiliates to the Agent or the Purchasers will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.
(h) Use of Proceeds. No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to
Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.
(i) Good Title. Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller's ownership interest in each Receivable, its Collections and the Related Security.
(j) Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent's (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.
(k) Places of Business and Locations of Records. The principal places of business and chief executive office of such Seller Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Agent has been notified in accordance with
Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been taken and completed. Seller's Federal Employer Identification Number is correctly set forth on Exhibit III.
(l) Collections. The conditions and requirements set forth in Section 7.1(j) and
Section 8.2 have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.
(m) Material Adverse Effect. (i) The initial Servicer represents and warrants that since December 31, 1999, no event has occurred that would have a material adverse effect on the financial condition or operations of the initial Servicer and its Subsidiaries, taken as a whole, or the ability of the initial Servicer to perform its obligations under this Agreement, and (ii) Seller represents and warrants that since the date of this Agreement, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of Seller, (B) the ability of Seller to perform its obligations under the Transaction Documents, or (C) the collectibility of the Receivables generally or any material portion of the Receivables.
(n) Names. In the past five (5) years, Seller has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement.
(o) Ownership of Seller. Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.
(p) Not a Holding Company or an Investment Company. Such Seller Party is not a "holding company" or a "subsidiary holding company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Such Seller Party is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.
(q) Compliance with Law. Such Seller Party has complied in all material respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.
(r) Compliance with Credit and Collection Policy. Such Seller Party has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy, except such material change as to which the Agent has been notified in accordance with Section 7.1(a)(vii).
(s) Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(t) Eligible Receivables. Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase under the Receivables Sale Agreement was an Eligible Receivable on such purchase date, and, as of the date of each Monthly Report or any other report delivered pursuant to Section 8.5, each Receivable included in the Net Receivables Balance on such Monthly Report or other report was an Eligible Receivable.
(u) Net Receivables Balance. Seller has determined that, immediately after giving effect to each Incremental Purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.
(v) Accounting. The manner in which each Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize true sale analysis.
Section 5.2 Financial Institution Representations and Warranties.
Each Financial Institution hereby represents and warrants to the Agent and Company that:
(a) Existence and Power. Such Financial Institution is a corporation or a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate power to perform its obligations hereunder.
(b) No Conflict. The execution and delivery by such Financial Institution of this Agreement and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Agreement has been duly authorized, executed and delivered by such Financial Institution.
(c) Governmental Authorization. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Financial Institution of this Agreement and the performance of its obligations hereunder.
(d) Binding Effect. This Agreement constitutes the legal, valid and binding obligation of such Financial Institution enforceable against such Financial Institution in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).
ARTICLE VI
CONDITIONS OF PURCHASES
Section 6.1 Conditions Precedent to Initial Incremental Purchase. The initial Incremental Purchase of a Purchaser Interest under this Agreement is subject to the conditions precedent that the Agent shall have received on or before the date of such purchase those documents listed on Schedule B and the Agent shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter.
Section 6.2 Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under
Section 8.5 and upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) Business Days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report, showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):
(i) the representations and warranties set forth in Section 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and
(iii) the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%.
It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.
ARTICLE VII
COVENANTS
Section 7.1 Affirmative Covenants of The Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:
(a) Financial Reporting. Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agent:
(i) Annual Reporting. Within 90 days after the close of each of its respective fiscal years, audited financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Anixter and its consolidated Subsidiaries for such fiscal year certified in a manner acceptable to the Agent by Ernst & Young or other independent public accountants reasonably acceptable to the Agent.
(ii) Quarterly Reporting. Within 45 days after the close of the first three
(3) quarterly periods of each of its respective fiscal years, balance sheets of Anixter and its consolidated Subsidiaries as at the close of each such period and statements of income and retained earnings and a statement of cash flows for Anixter and its consolidated Subsidiaries for the period from the beginning of such fiscal year to the end of such quarter, all certified by its respective chief financial officer or treasurer.
(iii) Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit V signed by such Seller Party's Authorized Officer on behalf of such Seller Party and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.
(iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the shareholders of such Seller Party copies
of all financial statements, reports and proxy statements so furnished.
(v) S.E.C. Filings. Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which Originator or any of its Subsidiaries files with the Securities and Exchange Commission.
(vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Agent or Company, copies of the same.
(vii) Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Agent's consent thereto; provided that if such change or amendment was required pursuant to any change in any applicable law, rule or regulation, such Seller Party shall only be required to give notice of such change or amendment and shall not be required to request the consent of the Agent.
(viii) Other Information. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Seller Party as the Agent may from time to time reasonably request in order to protect the interests of the Agent and the Purchasers under or as contemplated by this Agreement.
(b) Notices. Such Seller Party will notify the Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:
(i) Amortization Events or Potential Amortization Events. The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of such Seller Party.
(ii) Judgment and Proceedings. (A) (1) The entry of any judgment or decree against the Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against the Servicer and its Subsidiaries exceeds $25,000,000 and (2) the institution of any litigation, arbitration proceeding or governmental proceeding against the Servicer which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or which seeks to enjoin performance of or otherwise relates to the Transaction Documents; and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.
(iii) Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.
(iv) Termination Date. The occurrence of the "Amortization Date" under and as defined in the Receivables Sale Agreement.
(v) Defaults Under Other Agreements. (A) The occurrence of a default or an event of default under any other financing arrangement pursuant to which Seller is a debtor or an obligor and (B) the occurrence of any default or event of default under any other financing arrangement or arrangements governing Indebtedness, individually or in the aggregate, in a principal amount greater than or equal to $25,000,000 pursuant to which Servicer is a debtor or obligor.
(vi) Downgrade of Originator. Any downgrade in the rating of any Indebtedness of Originator by S&P or by Moody's, setting forth the Indebtedness affected and the nature of such change.
(c) Compliance with Laws and Preservation of Corporate Existence. Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not be reasonably expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.
(d) Audits. Such Seller Party will furnish to the Agent from time to time such information with respect to it and the Receivables as the Agent may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the Agent upon reasonable notice and at the sole cost of such Seller Party (except as provided below), permit the Agent, or its agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person's financial condition or the Receivables and the Related Security or any Person's performance under any of the Transaction Documents or any Person's performance under the Contracts and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of such matters. So long as no Potential Amortization Event or Amortization Event exists, the visits under this Section 7.1(d) that are at the sole cost of the applicable Seller Party shall be limited to once per calendar year.
(e) Keeping and Marking of Records and Books.
(i) The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will give the Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.
(ii) Such Seller Party will (A) on or prior to the date hereof, cause all Receivable reports relating to the Purchaser Interests to bear a legend, acceptable to the Agent, describing the Purchaser Interests and (B) from and after the occurrence of an Amortization Event (x) mark each Contract with a legend describing the Purchaser Interests and (y) deliver to the Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.
(f) Compliance with Contracts and Credit and Collection Policy. Such Seller Party will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.
(g) Performance and Enforcement of Receivables Sale Agreement. Seller will, and will require Originator to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to Seller under the Receivables Sale Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent and the Purchasers as assignees of Seller) under the Receivables Sale Agreement as the Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement.
(h) Ownership. Seller will (or will cause Originator to) take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the Receivables Sale Agreement irrevocably in Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent and the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller's interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Seller therein as the Agent may reasonably request), and (ii) establish and maintain, in favor of the Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent's (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Agent for the benefit of the Purchasers as the Agent may reasonably request).
(i) Purchasers' Reliance. Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller's identity as a legal entity that is separate from Originator. Therefore, from and after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that the Agent or any Purchaser may from time to time reasonably request, to maintain Seller's identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of Originator and any Affiliates thereof and not just a division of Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller will:

(A)               conduct its own  business in its own name and require that all
                  full-time  employees of Seller, if any, identify themselves as
                  such and not as employees of  Originator  (including,  without
                  limitation,  by means of providing  appropriate employees with
                  business or identification cards identifying such employees as
                  Seller's employees);

(B)               compensate all  employees,  consultants  and agents  directly,
                  from  Seller's own funds,  for services  provided to Seller by
                  such employees,  consultants and agents and, to the extent any
                  employee,  consultant  or agent of Seller is also an employee,
                  consultant or agent of  Originator  or any Affiliate  thereof,
                  allocate the  compensation  of such  employee,  consultant  or
                  agent  between  Seller and  Originator or such  Affiliate,  as
                  applicable,  on a basis that reflects the services rendered to
                  Seller and Originator or such Affiliate, as applicable;

(C)               clearly  identify its offices (by signage or otherwise) as its
                  offices  and,  if such  office is  located  in the  offices of
                  Originator,  Seller  shall  lease such office at a fair market
                  rent;

(D)               have a separate telephone number,  which will be answered only
                  in its name and  separate  stationery,  invoices and checks in
                  its own name;

(E)               conduct all transactions with Originator  (including,  without
                  limitation,  any  delegation of its  obligations  hereunder as
                  Servicer)  strictly on an  arm's-length  basis,  allocate  all
                  overhead expenses  (including,  without limitation,  telephone
                  and other utility charges) for items shared between Seller and
                  Originator   on  the  basis  of  actual   use  to  the  extent
                  practicable   and,  to  the  extent  such  allocation  is  not
                  practicable, on a basis reasonably related to actual use;

(F)               at all times have a Board of Directors consisting of three
                  members, at least one member of which is an Independent
                  Director;

(G)               observe all corporate  formalities as a distinct  entity,  and
                  ensure  that  all  corporate   actions  relating  to  (A)  the
                  selection,  maintenance  or  replacement  of  the  Independent
                  Director,  (B) the dissolution or liquidation of Seller or (C)
                  the  initiation  of,  participation  in,  acquiescence  in  or
                  consent  to  any  bankruptcy,  insolvency,  reorganization  or
                  similar  proceeding  involving Seller,  are duly authorized by
                  unanimous  vote  of its  Board  of  Directors  (including  the
                  Independent Director);

(H)               maintain  Seller's  books and records  separate  from those of
                  Originator  and any Affiliate  thereof and  otherwise  readily
                  identifiable   as  its  own  assets   rather  than  assets  of
                  Originator and any Affiliate thereof;

(I)               prepare  its  financial  statements  separately  from those of
                  Originator   and  insure  that  any   consolidated   financial
                  statements of Originator or any Affiliate thereof that include
                  Seller and that are filed  with the  Securities  and  Exchange
                  Commission or any other governmental agency have notes clearly
                  stating  that Seller is a separate  corporate  entity and that
                  its assets will be available first and foremost to satisfy the
                  claims of the creditors of Seller;

(J)               except as herein specifically otherwise provided, maintain the
                  funds  or  other  assets  of  Seller  separate  from,  and not
                  commingled with, those of Originator or any Affiliate  thereof
                  and only maintain bank accounts or other  depository  accounts
                  to which Seller alone is the account party,  into which Seller
                  alone makes deposits and from which Seller alone (or the Agent
                  hereunder) has the power to make withdrawals;

(K)               pay all of  Seller's  operating  expenses  from  Seller's  own
                  assets  (except for certain  payments by  Originator  or other
                  Persons pursuant to allocation  arrangements  that comply with
                  the requirements of this Section 7.1(i));

(L)               operate its business and  activities  such that:  it does not
                  engage in any  business  or  activity  of any  kind,  or
                  enter  into any  transaction  or indenture,  mortgage,
                  instrument, agreement, contract, lease  or  other undertaking,
                  other than the transactions  contemplated  and authorized by
                  this Agreement  and the  Receivables Sale Agreement; and does
                  not  create, incur, guarantee, assume or suffer to exist  any
                  indebtedness or other liabilities, whether direct or
                  contingent, other than (1) as a result of the  endorsement of
                  negotiable  instruments for deposit or collection or similar
                  transactions in the ordinary course of  business, (2) the
                  incurrence of obligations under this Agreement, (3) the
                  incurrence of obligations, as expressly contemplated in the
                  Receivables  Sale  Agreement,  to make payment to Originator
                  thereunder for the purchase of Receivables from Originator
                  under the Receivables  Sale Agreement, and (4) the incurrence
                  of operating expenses in the ordinary course of business of
                  the type otherwise contemplated by this Agreement;

(M)               maintain  its  corporate   charter  in  conformity  with  this
                  Agreement, such that it does not amend, restate, supplement or
                  otherwise  modify its Certificate of  Incorporation or By-Laws
                  in any  respect  that would  impair its ability to comply with
                  the terms or provisions of any of the  Transaction  Documents,
                  including,   without   limitation,   Section  7.1(i)  of  this
                  Agreement;

(N)               maintain the  effectiveness  of, and continue to perform under
                  the Receivables  Sale Agreement,  such that it does not amend,
                  restate, supplement, cancel, terminate or otherwise modify the
                  Receivables  Sale  Agreement,  or give  any  consent,  waiver,
                  directive or approval thereunder or waive any default, action,
                  omission or breach  under the  Receivables  Sale  Agreement or
                  otherwise  grant any indulgence  thereunder,  without (in each
                  case) the prior written consent of the Agent;

(O)               maintain  its  corporate  separateness  such  that it does not
                  merge or consolidate with or into, or convey,  transfer, lease
                  or otherwise  dispose of (whether in one  transaction  or in a
                  series of transactions,  and except as otherwise  contemplated
                  herein) all or  substantially  all of its assets  (whether now
                  owned  or   hereafter   acquired)   to,  or  acquire   all  or
                  substantially  all of the assets of,  any  Person,  nor at any
                  time create,  have, acquire,  maintain or hold any interest in
                  any Subsidiary.

(P)               maintain at all times the Required  Capital Amount (as defined
                  in the Receivables Sale Agreement) and refrain from making any
                  dividend, distribution, redemption of capital stock or payment
                  of  any  subordinated   indebtedness  which  would  cause  the
                  Required Capital Amount to cease to be so maintained; and

(Q)               take such other actions as are necessary on its part to ensure
                  that the facts and assumptions set forth in the opinion issued
                  by Schiff Hardin & Waite, as counsel for Seller, in connection
                  with the closing or initial  Incremental  Purchase  under this
                  Agreement and relating to  substantive  consolidation  issues,
                  and in the certificates accompanying such opinion, remain true
                  and correct in all material respects at all times.	

(j) Collections. Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agent and the Purchasers. Seller will maintain exclusive ownership, dominion and control
(subject to the terms of this Agreement and the applicable Collection Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Agent as contemplated by this Agreement.
(k) Taxes. Such Seller Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing; provided, however, that no Seller Party shall be required to pay any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books, unless the failure to make any such payment (1) in the case of either Seller Party, shall give rise to an immediate right to foreclosure on an Adverse Claim securing such amounts, (2) in the case of the Seller, shall result in the attachment of an Adverse Claim securing such amounts, or (3) could reasonably be expected to have a Material Adverse Effect. Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Company, the Agent or any Financial Institution.
(l) Insurance. Seller will maintain in effect, or cause to be maintained in effect, at Seller's own expense, such casualty and liability insurance as Seller shall deem appropriate in its good faith business judgment. Seller will pay or cause to be paid, the premiums therefor and deliver to the Agent evidence satisfactory to the Agent of such insurance coverage. Copies of each policy shall be furnished to the Agent and any Purchaser in certificated form upon the Agent's or such Purchaser's request. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, Seller's obligations hereunder.
(m) Payment to Originator. With respect to any Receivable purchased by Seller from Originator, such sale shall be effected under, and in strict compliance with the terms of, the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to Originator in respect of the purchase price for such Receivable.
Section 7.2 Negative Covenants of The Seller Parties. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:
(a) Name Change, Offices and Records. Such Seller Party will not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Agent at least forty-five (45) days' prior written notice thereof and (ii) delivered to the Agent all financing statements, instruments and other documents requested by the Agent in connection with such change or relocation.
(b) Change in Payment Instructions to Obligors. Except as may be required by the Agent pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.
(c) Modifications to Contracts and Credit and Collection Policy. Such Seller Party will not make any change to the Credit and Collection Policy that could reasonably be expected to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, unless required to do so by a change in any applicable law, rule or regulation. Except as provided in Section 8.2(d), the Servicer will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.
(d) Sales, Liens. Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Agent and the Purchasers provided for herein), and Seller will defend the right, title and interest of the Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or Originator. Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the sale or lease of which would give rise to a Receivable.
(e) Net Receivables Balance. At no time prior to the Amortization Date shall Seller permit the Net Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate Capital plus (ii) the Aggregate Reserves.
(f) Amortization Date Determination. Seller will not designate the "Amortization Date" (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Amortization Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.
ARTICLE VIII
ADMINISTRATION AND COLLECTION
Section 8.1 Designation of Servicer.
(a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the "Servicer") so designated from time to time in accordance with this Section 8.1. Anixter is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. Anixter shall not resign as the Servicer without the prior written consent of the Agent and the Required Financial Institutions. After the occurrence and during the continuation of an Amortization Event, the Agent may at any time designate as Servicer any Person to succeed Anixter or any successor Servicer.
(b) Without the prior written consent of the Agent and the Required Financial Institutions, Anixter shall not be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (i) Seller and (ii) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. Seller shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by Anixter. If at any time the Agent shall designate as Servicer any Person other than Anixter, all duties and responsibilities theretofore delegated by Anixter to Seller may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to Anixter and to Seller.
(c) Notwithstanding the foregoing subsection (b), (i) Anixter shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer (other than any Servicer appointed by the Agent without Anixter's consent) hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with Anixter in matters relating to the discharge by the Servicer (other than any Servicer appointed by the Agent without Anixter's consent) of its duties and responsibilities hereunder. The Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than Anixter in order for communication to the Servicer (other than any Servicer appointed by the Agent without Anixter's consent) and its sub-servicer or other delegate with respect thereto to be accomplished. Anixter, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.
Section 8.2 Duties of Servicer.
(a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.
(b) The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement substantially in the form of Exhibit VI with each bank maintaining a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections.
(c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the account of Seller and the Purchasers their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of the Agent, segregate, in a manner acceptable to the Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.
(d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Charged-Off Receivable or limit the rights of the Agent or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, at any time that an Amortization Event is continuing, the Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.
(e) The Servicer shall hold for Seller and the Purchasers all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Agent at any time following an Amortization Event or a Potential Amortization Event, deliver or make available to the Agent all such Records, at a place selected by the Agent. The Servicer shall, from time to time at the request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.
Section 8.3 Collection Notices. Upon the occurrence of and during the continuation of an Amortization Event or Potential Amortization Event, the Agent is authorized at any time to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Agent for the benefit of the Purchasers, effective when the Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Agent, and agrees that the Agent shall be entitled to, following the delivery of the Collection Notice (i) endorse Seller's name on checks and other instruments representing Collections,
(ii) enforce the Receivables, the related Contracts and the Related Security and
(iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Agent rather than Seller.
Section 8.4 Responsibilities of Seller. Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.
Section 8.5 Reports. The Servicer shall prepare and forward to the Agent (i) on each Determination Date, a Monthly Report, (ii) at such times as the Agent shall reasonably request, a report in the form of a Monthly Report updating the information contained in the most recent Monthly Report, and (iii) at such times as the Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables.
Section 8.6 Servicing Fees. In consideration of Anixter's agreement to act as Servicer hereunder, the Purchasers hereby agree that, so long as Anixter shall continue to perform as Servicer hereunder, Seller shall pay over to Anixter a fee (the "Servicing Fee") on the first calendar day of each month, in arrears for the immediately preceding month, equal to 0.36% times the Outstanding Balance of all Receivables generated during such immediately preceding calendar month, as compensation for its servicing activities.
ARTICLE IX
AMORTIZATION EVENTS
Section 9.1 Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization
Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph
(a) and Section 9.1(e)) and such failure shall continue for three (3) consecutive Business Days.
(b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made; provided, however, that any breach of the representations and warranties set forth in Sections 5.1(i), (s) or (t) shall not constitute an Amortization Event unless such breach or breaches apply in the aggregate to a material portion of the Receivables.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay when due any Indebtedness having an outstanding principal balance in excess of $25,000,000; or the default by any Seller Party in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(d) (i) Any Seller Party or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party or any of its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, provided that in the event any such proceedings shall have been instituted against such Seller Party or Significant Subsidiary, such proceedings shall have continued undismissed or unstayed and in effect for a period of sixty
(60) consecutive days or an order for relief shall have been entered in such proceedings, or (iii) any Seller Party or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) Seller shall fail to comply with the terms of Section 2.6.
(f) As at the end of any Collection Period: (i) the average of the Delinquency Ratios as of the end of such Collection Period and the two preceding Collection Periods shall exceed 11.875%; (ii) the average of the Dilution Trigger Ratios as of the end of such Collection Period and the two preceding Collection Periods shall exceed 4.0%; or (iii) the average of the Loss-to-Liquidation Ratios as of the end of such Collection Period and the two preceding Collection Periods shall exceed 4.875%.
(g) A Change of Control shall occur.
(h) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against the Servicer, and such judgment shall continue unsatisfied and in effect for ten (10) consecutive days without a stay of execution.
(i) The "Amortization Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement.
(j) Anixter shall fail to comply with any of the financial covenants set forth in Sections 17.16, 17.17 or 17.18 of the Credit Agreement, as amended from time to time pursuant to any amendment which (i) becomes effective while Bank One is a party to the Credit Agreement, and (ii) is consented to in writing by Bank One as a party to the Credit Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto, and the Collection Accounts.
Section 9.2 Remedies. Upon the occurrence and during the continuation of an Amortization Event, the Agent may, or upon the direction of the Required Financial Institutions shall, take any of the following actions: (i) replace the Person then acting as Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided, however, that upon the occurrence of an Amortization Event described in Section 9.1(d)(ii), or of an actual or deemed entry of an order for relief with respect to any Seller Party under the Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids outstanding at such time, (iv) deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of the Purchasers' interest in the Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agent and the Purchasers otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.
ARTICLE X
INDEMNIFICATION
Section 10.1 Indemnities by The Seller Parties. Without limiting any other rights that the Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Agent and each Purchaser and their respective assigns, officers, directors, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer's activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):
(a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;
(b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or
(c) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections;
provided, however, that nothing contained in this sentence shall limit the liability of any Seller Party or limit the recourse of the Purchasers to any Seller Party for amounts otherwise specifically provided to be paid by such Seller Party under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, Seller shall indemnify the Agent and the Purchasers for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller or the Servicer) relating to or resulting from:
(i) any representation or warranty made by any Seller Party or Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;
(ii) the failure by Seller, the Servicer or Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;
(iii) any failure of Seller, the Servicer or Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;
(iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;
(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;
(vi) the commingling of Collections of Receivables at any time with other funds;
(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to Seller, the Servicer or Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;
(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;
(ix) any Amortization Event described in Section 9.1(d);
(x) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to Originator under the Receivables Sale Agreement in consideration of the transfer by Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;
(xi) any failure to vest and maintain vested in the Agent for the benefit of the Purchasers, or to transfer to the Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents);
(xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Incremental Purchase or Reinvestment or at any subsequent time;
(xiii) any action or omission by any Seller Party which reduces or impairs the rights of the Agent or the Purchasers with respect to any Receivable or the value of any such Receivable;
(xiv) any attempt by any Person, other than a Purchaser, to void any Incremental Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action; and
(xv) the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.
Section 10.2 Increased Cost and Reduced Return. If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction.
Section 10.3 Other Costs and Expenses. Seller shall pay to the Agent and Company on demand all reasonable out-of-pocket costs and expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of Company's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for Company and the Agent with respect thereto and with respect to advising Company and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.
ARTICLE XI
THE AGENT
Section 11.1 Authorization and Action. Each Purchaser hereby designates and appoints Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties for responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any of such Seller Party's successors or assigns. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, this Agreement and such other Transaction Documents as may require the Agent's signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).
Section 11.2 Delegation of Duties. The Agent may execute any of its duties under this Agreement and each other Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Section 11.3 Exculpatory Provisions. Neither the Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person's own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers for any recitals, statements, representations or warranties made by any Seller Party contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of any Seller Party to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Seller Parties. The Agent shall not be deemed to have knowledge of any Amortization Event or Potential Amortization Event unless the Agent has received notice from Seller or a Purchaser.
Section 11.4 Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts selected by the Agent. The Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of Company or the Required Financial Institutions or all of the Purchasers, as applicable, as it deems appropriate and it shall first be indemnified to its satisfaction by the Purchasers, provided that unless and until the Agent shall have received such advice, the Agent may take or refrain from taking any action, as the Agent shall deem advisable and in the best interests of the Purchasers. The Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of Company or the Required Financial Institutions or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers.
Section 11.5 Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including, without limitation, any review of the affairs of any Seller Party, shall be deemed to constitute any representation or warranty by the Agent. Each Purchaser represents and warrants to the Agent that it has and will, independently and without reliance upon the Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of Seller and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related hereto or thereto.
Section 11.6 Reimbursement and Indemnification. The Financial Institutions agree to reimburse and indemnify the Agent and its officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Agent, acting in its capacity as Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Agent, in its capacity as Agent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.
Section 11.7 Agent in its Individual Capacity. The Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Seller or any Affiliate of Seller as though the Agent were not the Agent hereunder. With respect to the acquisition of Purchaser Interests pursuant to this Agreement, the Agent shall have the same rights and powers under this Agreement in its individual capacity as any Purchaser and may exercise the same as though it were not the Agent, and the terms "Financial Institution," "Purchaser," "Financial Institutions" and "Purchasers" shall include the Agent in its individual capacity.
Section 11.8 Successor Agent. The Agent may, upon fifteen (15) days' notice to Seller and the Purchasers, and the Agent will, upon the direction of all of the Purchasers (other than the Agent, in its individual capacity) resign as Agent. If the Agent shall resign, then the Required Financial Institutions during such fifteen-day period shall appoint from among the Purchasers a successor agent. If for any reason no successor Agent is appointed by the Required Financial Institutions during such fifteen-day period, then effective upon the termination of such fifteen day period, the Purchasers shall perform all of the duties of the Agent hereunder and under the other Transaction Documents and Seller and the Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Agent's resignation hereunder as Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Transaction Documents.
ARTICLE XII
ASSIGNMENTS; PARTICIPATIONS
Section 12.1 Assignments.
(a) Seller and each Financial Institution hereby agree and consent to the complete or partial assignment by Company of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Financial Institutions pursuant to Section 13.1, or, with the consent of Seller (which consent shall not be unreasonably withheld), to any other Person, and upon such assignment, Company shall be released from its obligations so assigned. Further, Seller and each Financial Institution hereby agree that any assignee of Company of this Agreement or all or any of the Purchaser Interests of Company shall have all of the rights and benefits under this Agreement as if the term "Company" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of Company hereunder. Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement.
(b) Any Financial Institution may at any time and from time to time assign to one or more Persons ("Purchasing Financial Institutions") all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the "Assignment Agreement") executed by such Purchasing Financial Institution and such selling Financial Institution. The consent of Company shall be required prior to the effectiveness of any such assignment. Each assignee of a Financial Institution must (i) have a short-term debt rating of A-1 or better by S&P and P-1 by Moody's and (ii) agree to deliver to the Agent, promptly following any request therefor by the Agent or Company, an enforceability opinion in form and substance satisfactory to the Agent and Company. Upon delivery of the executed Assignment Agreement to the Agent, such selling Financial Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller, the Purchasers or the Agent shall be required.
(c) Each of the Financial Institutions agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by S&P and P-1 by Moody's (an "Affected Financial Institution"), such Affected Financial Institution shall be obliged, at the request of Company or the Agent, to assign all of its rights and obligations hereunder to (x) another Financial Institution or (y) another funding entity nominated by the Agent and acceptable to Company, and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Financial Institution; provided that the Affected Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Financial Institution's Pro Rata Share of the Aggregate Capital and Yield owing to the Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions.
Section 12.2 Participations. Any Financial Institution may, in the ordinary course of its business at any time sell to one or more Persons (each a "Participant") participating interests in its Pro Rata Share of the Purchaser Interests of the Financial Institutions, its obligation to pay Company its Acquisition Amounts or any other interest of such Financial Institution hereunder. Notwithstanding any such sale by a Financial Institution of a participating interest to a Participant, such Financial Institution's rights and obligations under this Agreement shall remain unchanged, such Financial Institution shall remain solely responsible for the performance of its obligations hereunder, and Seller, Company and the Agent shall continue to deal solely and directly with such Financial Institution in connection with such Financial Institution's rights and obligations under this Agreement. Each Financial Institution agrees that any agreement between such Financial Institution and any such Participant in respect of such participating interest shall not restrict such Financial Institution's right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i).
ARTICLE XIII
LIQUIDITY FACILITY
Section 13.1 Transfer to Financial Institutions. Each Financial Institution hereby agrees, subject to Section 13.4, that immediately upon written notice from Company delivered on or prior to the Liquidity Termination Date, it shall acquire by assignment from Company, without recourse or warranty, its Pro Rata Share of one or more of the Purchaser Interests of Company as specified by Company. Each such assignment by Company shall be made pro rata among all of the Financial Institutions, except for pro rata assignments to one or more Affected Financial Institutions pursuant to Section 13.6. Each such Financial Institution shall, no later than 1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately available funds (unless another form of payment is otherwise agreed between Company and any Financial Institution) to the Agent at an account designated by the Agent, for the benefit of Company, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it does not intend to pay its Acquisition Amount, the Agent may assume that such payment has been made and may, but shall not be obligated to, make the amount of such payment available to Company in reliance upon such assumption. Company hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from Company, effective upon the receipt by Company of the Company Transfer Price, the Purchaser Interests of Company which are the subject of any transfer pursuant to this Article XIII.
Section 13.2 Transfer Price Reduction Yield. If the Adjusted Liquidity Price is included in the calculation of the Company Transfer Price for any Purchaser Interest, each Financial Institution agrees that the Agent shall pay to Company the Reduction Percentage of any Yield received by the Agent with respect to such Purchaser Interest.
Section 13.3 Payments to Company. In consideration for the reduction of the Company Transfer Prices by the Company Transfer Price Reductions, effective only at such time as the aggregate amount of the Capital of the Purchaser Interests of the Financial Institutions equals the Company Residual, each Financial Institution hereby agrees that the Agent shall not distribute to the Financial Institutions and shall immediately remit to Company any Yield, Collections or other payments received by it to be applied pursuant to the terms hereof or otherwise to reduce the Capital of the Purchaser Interests of the Financial Institutions.
Section 13.4 Limitation on Commitment to Purchase from Company. Notwithstanding anything to the contrary in this Agreement, no Financial Institution shall have any obligation to purchase any Purchaser Interest from Company, pursuant to
Section 13.1 or otherwise:
(i) if Company shall have voluntarily commenced any proceeding or filed any petition under any bankruptcy, insolvency or similar law seeking the dissolution, liquidation or reorganization of Company or taken any corporate action for the purpose of effectuating any of the foregoing;
(ii) if involuntary proceedings or an involuntary petition shall have been commenced or filed against Company by any Person under any bankruptcy, insolvency or similar law seeking the dissolution, liquidation or reorganization of Company and such proceeding or petition shall have not been dismissed; or
(iii) to the extent that such purchase would cause the Capital of the Purchaser Interests of such Financial Institution to exceed such Financial Institution's Liquidity Commitment.
Section 13.5 Defaulting Financial Institutions. If one or more Financial Institutions defaults in its obligation to pay its Acquisition Amount pursuant to Section 13.1 (each such Financial Institution shall be called a "Defaulting Financial Institution" and the aggregate amount of such defaulted obligations being herein called the "Company Transfer Price Deficit"), then upon notice from the Agent, each Financial Institution other than the Defaulting Financial Institutions (a "Non-Defaulting Financial Institution") shall promptly pay to the Agent, in immediately available funds, an amount equal to the lesser of (x) such Non-Defaulting Financial Institution's proportionate share (based upon the relative Liquidity Commitments of the Non-Defaulting Financial Institutions) of the Company Transfer Price Deficit and (y) such Non-Defaulting Financial Institution's Unused Liquidity Commitment. A Defaulting Financial Institution shall forthwith upon demand pay to the Agent for the account of the Non-Defaulting Financial Institutions all amounts paid by each Non-Defaulting Financial Institution on behalf of such Defaulting Financial Institution, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Financial Institution until the date such Non-Defaulting Financial Institution has been paid such amounts in full, at a rate per annum equal to the Federal Funds Effective Rate plus two percent (2%). In addition, without prejudice to any other rights that Company may have under applicable law, each Defaulting Financial Institution shall pay to Company forthwith upon demand, the difference between such Defaulting Financial Institution's unpaid Acquisition Amount and the amount paid with respect thereto by the Non-Defaulting Financial Institutions, together with interest thereon, for each day from the date of the Agent's request for such Defaulting Financial Institution's Acquisition Amount pursuant to Section 13.1 until the date the requisite amount is paid to Company in full, at a rate per annum equal to the Federal Funds Effective Rate plus two percent (2%).
Section 13.6 Terminating Financial Institutions
(a) Each Financial Institution hereby agrees to deliver written notice to the Agent not more than 30 Business Days and not less than 5 Business Days prior to the Liquidity Termination Date indicating whether such Financial Institution intends to renew its Back-up Commitment and Liquidity Commitment hereunder. If any Financial Institution fails to deliver such notice on or prior to the date that is 5 Business Days prior to the Liquidity Termination Date, such Financial Institution will be deemed to have declined to renew its Back-up Commitment and Liquidity Commitment (each Financial Institution which has declined or has been deemed to have declined to renew its Back-up Commitment and Liquidity Commitment hereunder, a "Non-Renewing Financial Institution"). The Agent shall promptly notify Company of each Non-Renewing Financial Institution and Company, in its sole discretion, may (A) to the extent of Commitment Availability, declare that such Non-Renewing Financial Institution's Back-up Commitment and Liquidity Commitment shall, to such extent, automatically terminate on a date specified by Company on or before the Liquidity Termination Date or (B) upon one (1) Business Days' notice to the Financial Institutions, assign to each Financial Institution on a date specified by Company such Financial Institution's Pro Rata Share of the aggregate Purchaser Interests then held by Company, subject to, and in accordance with, Section 13.1 and Section 13.4. In addition, Company may, in its sole discretion, at any time (x) to the extent of Commitment Availability, declare that any Affected Financial Institution's Back-up Commitment and Liquidity Commitment shall automatically terminate on a date specified by Company or (y) assign to any Affected Financial Institution on a date specified by Company its Pro Rata Share of the aggregate Purchaser Interests then held by Company, subject to, and in accordance with, Section 13.1 and Section 13.4 (each Affected Financial Institution or each Non-Renewing Financial Institution is hereinafter referred to as a "Terminating Financial Institution"). The parties hereto expressly acknowledge that any declaration of the termination of any Back-up Commitment and Liquidity Commitment, any assignment pursuant to this
Section 13.6 and the order of priority of any such termination or assignment among Terminating Financial Institutions shall be made by Company in its sole and absolute discretion.
(b) Upon any assignment to an Affected Financial Institution as provided in this
Section 13.6, any remaining Back-up Commitment and Liquidity Commitment of such Affected Financial Institution shall automatically terminate. Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Financial Institution (after application of Collections thereto pursuant to Sections 2.2 and 2.3) all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a "Financial Institution" hereunder; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Financial Institution prior to its termination as a Financial Institution.
ARTICLE XIV
MISCELLANEOUS
Section 14.1 Waivers and Amendments. No failure or delay on the part of the Agent or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.
(a) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section
14.1(b). Company, Seller and the Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:
(i) without the consent of each affected Purchaser, (A) extend the Liquidity Termination Date or the date of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to the Agent for the benefit of the Purchasers, (D) except pursuant to Article XII hereof, change the amount of the Capital of any Purchaser, any Financial Institution's
Back-up Pro Rata Share or Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Financial Institution's Back-up Commitment or Liquidity Commitment, or require any Financial Institution to make purchases from Seller in excess of its Back-up Commitment or to make purchases from Company in excess of its Liquidity Commitment, (E) amend, modify or waive any provision of the definition of Required Financial Institutions, Section 13.4 or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change the definition of "Facility Termination Date", "Eligible Receivable", "Loss Reserve", "Default Proxy Ratio", "Delinquency Ratio", "Delinquent Receivable", "Dilution Reserve", "Dilution Reserve Ratio", "Dilution Trigger Ratio", "Loss Reserve", "Loss Reserve Ratio", "Loss-to-Liquidation Ratio", or "Yield Reserve", or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or
(ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent.
Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and Company may enter into amendments to modify any of the terms or provisions of Article XI, Article XII,
Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.
Section 14.2 Notices. Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this
Section 14.2. Seller hereby authorizes the Agent to effect purchases and Tranche Period and Discount Rate selections based on telephonic notices made by any Person whom the Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Agent, the records of the Agent shall govern absent manifest error.
Section 14.3 Ratable Payments. If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.
Section 14.4 Protection of Ownership Interests of the Purchasers.
(a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Agent may request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. At any time after the occurrence of an Amortization Event, the Agent may, or the Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller's expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser's request, withhold the identity of such Purchaser in any such notification.
(b) If any Seller Party fails to perform any of its obligations hereunder, the Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and the Agent's or such Purchaser's costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.3. Each Seller Party irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent, and appoints the Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in the Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers in the Receivables and
(ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. This appointment is coupled with an interest and is irrevocable.
Section 14.5 Confidentiality.
(a) Each Seller Party and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Agent and Company and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Seller Party and such Purchaser and its officers and employees may disclose such information to such Seller Party's and such Purchaser's external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.
(b) Anything herein to the contrary notwithstanding, each Seller Party hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Agent, the Financial Institutions or Company by each other, (ii) by the Agent or the Purchasers to any prospective or actual assignee or participant of any of them and (iii) by the Agent to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Company or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided that any Person receiving information shall be advised by the Agent of the obligation to keep such information confidential. In addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law), provided that Purchasers and Agent shall, if practicable, notify Seller in advance prior to disclosure and will use reasonable efforts to cooperate with Seller at Seller's expense in obtaining any protective order for such information.
Section 14.6 Bankruptcy Petition. Seller, the Servicer, the Agent and each Financial Institution hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of Company, it will not institute against, or join any other Person in instituting against, Company or any such entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.
Section 14.7 Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of Company, the Agent or any Financial Institution, no claim may be made by any Seller Party or any other Person against Company, the Agent or any Financial Institution or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.
Section 14.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, BUT NOT LIMITED TO, 735 ILCS
SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.
Section 14.9 CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.
Section 14.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.
Section 14.11 Integration; Binding Effect; Survival of Terms.
(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.
(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.
Section 14.12 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to "Article," "Section," "Schedule" or "Exhibit" shall mean articles and sections of, and schedules and exhibits to, this Agreement.
Section 14.13 Bank One Roles. Each of the Financial Institutions acknowledges that Bank One acts, or may in the future act, (i) as administrative agent for Company or any Financial Institution, (ii) as issuing and paying agent for the Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for the Commercial Paper and (iv) to provide other services from time to time for Company or any Financial Institution (collectively, the "Bank One Roles"). Without limiting the generality of this Section 14.13, each Financial Institution hereby acknowledges and consents to any and all Bank One Roles and agrees that in connection with any Bank One Role, Bank One may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Company, and the giving of notice to the Agent of a mandatory purchase pursuant to Section 13.1.
Section 14.14 Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator.
(b) In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
[SIGNATURE PAGES FOLLOW]
Signature Page 5 Signature Page 1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.
Anixter Receivables Corporation
By:
Name:
Title:
Address:
Anixter Inc.
By:
Name:
Title:
Address:
Falcon Asset Securitization Corporation
By:
Authorized Signatory
Address: c/o Bank One, NA, as Agent
Asset Backed Finance
Suite IL1-0079, 1-19
1 Bank One Plaza
Chicago, Illinois 60670-0079
FAX: (312) 732-1844
Bank One, NA, as a Financial Institution and as Agent
By:
Name:
Title:
Address: Bank One, NA
Asset Backed Finance
Suite IL1-0596, 1-21
1 Bank One Plaza
Chicago, Illinois 60670-0596
Fax: (312) 732-4487
Lloyds TSB Bank plc
By:
Name:
Title:
Address:
Fax:
Danske Bank A/S
By:
Name:
Title:
Address:
Fax:
Exh. I-19
EXHIBIT I
DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
"Accrual Period" means each calendar month, provided that the initial Accrual Period hereunder means the period from (and including) the date of the initial purchase hereunder to (and including) the last day of the calendar month thereafter.
"Acquisition Amount" means, on the date of any purchase from Company of one or more Purchaser Interests pursuant to Section 13.1, with respect to each Financial Institution, the lesser of (a) such Financial Institution's Pro Rata Share of the sum of (i) the lesser of (A) the Adjusted Liquidity Price of each such Purchaser Interest and (B) the Capital of each such Purchaser Interest and
(ii) all accrued and unpaid CP Costs for each such Purchaser Interest and (b) such Financial Institution's Unused Liquidity Commitment.
"Adjusted Liquidity Price" means an amount equal to:
[OBJECT OMITTED][OBJECT OMITTED]
where:
RI = the undivided percentage interest evidenced by such Purchaser Interest.
DC.=........the Deemed Collections.
NDR = the Outstanding Balance of each Receivable as to which any payment, or part thereof, has not remained unpaid for 150 days or more from the original invoice date for such Receivable.
Each of the foregoing shall be determined from the most recent Monthly Report received from the Servicer.
"Adverse Claim" means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person's assets or properties in favor of any other Person.
"Affected Financial Institution" has the meaning specified in Section 12.1(c).
"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 20% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.
"Agent" has the meaning set forth in the preamble to this Agreement.
"Aggregate Capital" means, on any date of determination, the aggregate amount of Capital of all Purchaser Interests outstanding on such date.
"Aggregate Reduction" has the meaning set forth in Section 1.3.
"Aggregate Reserves" means, on any date of determination, the sum of the Loss Reserve, the Servicer Reserve, the Yield Reserve, and the Dilution Reserve.
"Aggregate Unpaids" means, at any time, an amount equal to the sum of all accrued and unpaid fees under the Fee Letter, CP Costs, Yield, Aggregate Capital and all other unpaid Obligations (whether due or accrued) at such time.
"Agreement" means this Receivables Purchase Agreement, as it may be amended or modified and in effect from time to time.
"Amortization Date" means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 (except for Section 6.2(d)(iii)) are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day specified in a written notice from the Agent following the occurrence of any other Amortization Event, and (iv) the date which is thirty
(30) days after the Agent's receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.
"Amortization Event" has the meaning set forth in Article IX.
"Assignment Agreement" has the meaning set forth in Section 12.1(b).
"Authorized Officer" means, with respect to any Person, its president, corporate controller, treasurer or chief financial officer.
"Back-up Commitment" means, for each Financial Institution, the commitment of such Financial Institution to purchase Purchaser Interests from Seller, in an amount not to exceed (a) in the aggregate, the amount set forth opposite such Financial Institution's name under the Back-up Commitment column on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof (including, without limitation, any termination of Back-up and Liquidity Commitments pursuant to Section 13.6) and (b) with respect to any individual purchase from the Seller hereunder, the lesser of (i) its Back-up Pro Rata Share of the Purchase Price therefor and (ii) its Unused Back-up Commitment.
"Back-up Pro Rata Share" means, for each Financial Institution, a percentage equal to (i) the Back-up Commitment of such Financial Institution, divided by (ii) the aggregate amount of all Back-up Commitments of all Financial Institutions hereunder, adjusted as necessary to give effect to the application of the terms of Sections 13.5 or 13.6.
"Bank One" means Bank One, NA in its individual capacity and its successors.
"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as amended, and any successor statute thereto.
"Base Rate" means a rate per annum equal to the corporate base rate, prime rate or base rate of interest, as applicable, announced by the Bank One or Bank One Corporation from time to time, changing when and as such rate changes.
"Broken Funding Costs" means (a) for any Purchaser Interest which: (i) has its Capital reduced without compliance by Seller with the notice requirements hereunder or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned under Article XIII or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Tranche Periods or the tranche periods for Commercial Paper determined by the Agent to relate to such Purchaser Interest (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Capital of such Purchaser Interest if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such Capital is allocated to another Purchaser Interest, the amount of CP Costs or Yield actually accrued during the remainder of such period on such Capital for the new Purchaser Interest, and (y) to the extent such Capital is not allocated to another Purchaser Interest, the income, if any, actually received during the remainder of such period by the holder of such Purchaser Interest from investing the portion of such Capital not so allocated, and (b) any loss or expense incurred by any Purchaser (including any loss or expense incurred by the reason of the liquidation or reemployment of funds acquired by such Purchaser in order to make any such requested Incremental Purchase) as a result of any Incremental Purchase not being made in accordance with a request therefor under Section 1.2 (whether because of the failure of the conditions precedent with respect to such Incremental Purchase to be satisfied or for any other reason, other than default by the relevant Purchaser). All Broken Funding Costs shall be due and payable hereunder upon demand.
"Business Day" means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market.
"Capital" means with respect to any Purchaser Interest, at any time, (A) the Purchase Price of such Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments received by the Agent which in each case are applied to reduce such Capital in accordance with the terms and conditions of this Agreement; provided that such Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.
"Change of Control" means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of any Seller Party.
"Charged-Off Receivable" means a Receivable: (i) as to which the Obligor thereof has taken any action, or suffered any event to occur, of the type described in Section 9.1(d) (as if references to Seller Party therein refer to such Obligor); (ii) as to which the Obligor thereof, if a natural person, is deceased, (iii) which, consistent with the Credit and Collection Policy, would be written off Seller's books as uncollectible, (iv) which has been identified by Seller as uncollectible or (v) as to which any payment, or part thereof, remains unpaid for 120 days or more from the original invoice date for such Receivable.
"Collection Account" means each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited and which is listed on Exhibit IV.
"Collection Account Agreement" means an agreement substantially in the form of Exhibit VI among Originator, Seller, the Agent and a Collection Bank.
"Collection Bank" means, at any time, any of the banks holding one or more Collection Accounts.
"Collection Notice" means a notice, in substantially the form of Annex A to Exhibit VI, from the Agent to a Collection Bank.
"Collection Period" means each fiscal month of the Seller Parties.
"Collections" means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all yield, Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable.
"Commercial Paper" means promissory notes of Company issued by Company in the commercial paper market.
"Commitment Availability" means at any time the positive difference (if any) between (a) an amount equal to the aggregate amount of the Back-up Commitments at such time minus (b) the Aggregate Capital at such time.
"Company" has the meaning set forth in the preamble to this Agreement.
"Company Residual" means the sum of the Company Transfer Price Reductions.
"Company Transfer Price" means, with respect to the assignment by Company of one or more Purchaser Interests to the Agent for the benefit of one or more of the Financial Institutions pursuant to Section 13.1, the sum of (i) the lesser of (a) the Capital of each such Purchaser Interest and (b) the Adjusted Liquidity Price of each such Purchaser Interest and (ii) all accrued and unpaid CP Costs for each such Purchaser Interest.
"Company Transfer Price Deficit" has the meaning set forth in Section 13.5.
"Company Transfer Price Reduction" means in connection with the assignment of a Purchaser Interest by Company to the Agent for the benefit of the Financial Institutions, the positive difference (if any) between (i) the Capital of such Purchaser Interest and (ii) the Adjusted Liquidity Price for such Purchaser Interest.
"Contingent Obligation" means, with respect to any Person, any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit.
"Contract" means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.
"CP Costs" means, for each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any Purchaser Interest of Company pursuant to the terms of any receivable purchase facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if Seller shall request any Incremental Purchase during any period of time determined by the Agent in its sole discretion to result in incrementally higher CP Costs applicable to such Incremental Purchase, the Capital associated with any such Incremental Purchase shall, during such period, be deemed to be funded by Company in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such Capital.
"Credit Agreement" means that certain Credit Agreement dated as of October 6, 2000 by and among Anixter, the Subsidiaries of Anixter identified as Borrowing Subsidiaries thereunder, Bank One, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, and Bank of America, N.A., as Administrative Agent, and the lenders party thereto from time to time, as amended, supplemented or otherwise modified from time to time.
"Credit and Collection Policy" means Seller's credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit VIII, as modified from time to time in accordance with this Agreement.
"Deemed Collections" means the aggregate of all amounts Seller shall have been deemed to have received as a Collection of a Receivable. Seller shall be deemed to have received a Collection in full of a Receivable if at any time
(i) the Outstanding Balance of any such Receivable is either (x) reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Seller (other than cash Collections on account of the Receivables) or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction) or (ii) any of the representations or warranties in Article V are no longer true with respect to any Receivable.
"Default Fee" means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Base Rate.
"Default Proxy Ratio" means, for any Collection Period, a fraction (calculated as a percentage) equal to (i) the aggregate Outstanding Balance of all Receivables (without duplication) which, as of the last day of such Collection Period, remain unpaid for at least one hundred twenty (120) but less than one hundred fifty (150) days from the original invoice date plus the aggregate Outstanding Balance of all Receivables (without duplication) which, consistent with the Credit and Collection Policy, were or should have been written off the Seller's books as uncollectible and are less than one hundred twenty (120) days past invoice date during such period, divided by (ii) the aggregate Outstanding Balance of all Receivables generated during the Collection Period which ended on the date four (4) months prior to the last day of the current Collection Period.
"Defaulting Financial Institution" has the meaning set forth in Section 13.5.
"Delinquency Ratio" means, at any time, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables that were Delinquent Receivables at such time divided by (ii) the aggregate Outstanding Balance of all Receivables at such time.
"Delinquent Receivable" means a Receivable as to which any payment, or part thereof, remains unpaid for 91 days or more from the original invoice date for such Receivable.
"Determination Date" means the third Business Day prior to each Monthly Settlement Date.
"Dilution Horizon Ratio" means, as of any date as set forth in the most recent Monthly Report, a ratio computed by dividing (i) the aggregate of all Receivables generated during the two (2) most recently ended Collection Periods by (ii) the aggregate Outstanding Balance of non-Delinquent Receivables as at the last day of the most recently ended Collection Period.
"Dilution Ratio" means, for any Collection Period, the ratio (expressed as a percentage) computed as of the last day of such Collection Period by dividing (i) the aggregate amount of Dilutions during such Collection Period by
(ii) the aggregate Outstanding Balance of all Receivables generated during the preceding Collection Period.
"Dilution Reserve" means, on any date, an amount equal to (x) the Dilution Reserve Ratio then in effect times (y) the Net Receivables Balance as of the close of business on the immediately preceding Business Day.
"Dilution Reserve Ratio" means, as of any date, an amount calculated as follows:
DRR = [(2.0 x ADR) + [(HDR-ADR) x (HDR/ADR)]] x DHR
where:...
DRR = the Dilution Reserve Ratio;
ADR = the average of the Dilution Ratios for the past twelve Collection Periods;
HDR = the highest average Dilution Ratio for any two (2) consecutive Collection Periods during the most recent twelve months; and
DHR = the Dilution Horizon Ratio.
The Dilution Reserve Ratio shall be calculated monthly in each Monthly Report and such Dilution Reserve Ratio shall, absent manifest error, be effective from the corresponding Monthly Settlement Date until the next succeeding Monthly Settlement Date.
"Dilutions" means, at any time, the aggregate amount of reductions or cancellations described in clause (i) of the definition of "Deemed Collections".
"Dilution Trigger Ratio" means, as of the end of any Collection Period, the ratio (expressed as a percentage), computed as of the last day of such Collection Period by dividing (i) the aggregate amount of Dilutions during such Collection Period by (ii) the aggregate Outstanding Balance of all Receivables at the end of such Collection Period minus the aggregate outstanding amount of all credit memos from Originators outstanding at the end of such Collection Period.
"Discount Rate" means, the LIBO Rate or the Base Rate, as applicable, with respect to each Purchaser Interest of the Financial Institutions.
"Eligible Receivable" means, at any time, a Receivable:
(i) the Obligor of which (a) if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States; (b) is not an Affiliate of any of the parties hereto; and (c) is not a government or a governmental subdivision or agency;
(ii) due from an Obligor that is the Obligor on another Receivable or Receivables, and the Outstanding Balance of all Receivables from such Obligor which are Charged-Off Receivables is less than 20% of the Outstanding Balance of all Receivables from such Obligor;
(iii) which is not a Charged-Off Receivable or a Delinquent Receivable;
(iv) which by its terms is due and payable within 90 days of the original billing date therefor and has not had its payment terms extended;
(v) which is "an "account" within the meaning of Section 9-106 of the UCC of all applicable jurisdictions, and which represents all or part of the sales price of merchandise, insurance and services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended;
(vi) which is denominated and payable only in United States dollars in the United States;
(vii) which arises under a Contract in substantially the form of one of the form contracts set forth on Exhibit IX hereto or otherwise approved by the Agent in writing, which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms;
(viii) which arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale or assignment of the rights and duties of Originator or any of its assignees under such Contract (unless such consent has been obtained) and (B) does not contain a confidentiality provision that purports to restrict the ability of any Purchaser to exercise its rights under this Agreement, including, without limitation, its right to review the Contract;
(ix) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by Originator;
(x) which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation;
(xi) which satisfies all applicable requirements of the Credit and Collection Policy;
(xii) which was generated in the ordinary course of Originator's business;
(xiii) which arises solely from the sale of goods or the provision of services to the related Obligor by Originator, and not by any other Person (in whole or in part);
(xiv) as to which the Agent has not notified Seller that the Agent has determined that such Receivable or class of Receivables is not acceptable as an Eligible Receivable, including, without limitation, because such Receivable arises under a Contract that is not acceptable to the Agent; provided, that Agent shall not determine a Receivable to be ineligible pursuant to this clause (xiv) because the Obligor is in a particular industry if on the date hereof the Originator has outstanding Receivables from Obligors in such industry; and provided further, that Agent shall not determine a Receivable to be ineligible pursuant to this clause (xiv) because it is generated by a particular type of business of the Originator if the Originator is engaged in such type of business on the date hereof.
(xv) except to the extent (but then only to the extent) that it is subject to any right of rescission, set-off, counterclaim, any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against Originator or any other Adverse Claim;
(xvi) due from an Obligor that holds no right as against Originator to cause Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract);
(xvii) as to which Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor;
(xviii) all right, title and interest to and in which has been validly transferred by Originator directly to Seller under and in accordance with the Receivables Sale Agreement, and Seller has good and marketable title thereto free and clear of any Adverse Claim;
(xix) for which Seller has given reasonably equivalent value to Originator in consideration therefor pursuant to the Receivables Sale Agreement, which was not made for or on account of an antecedent debt and which is not voidable under any section of the Bankruptcy Code; and
(xx) in which the Agent, for the benefit of the Purchasers, has a valid and perfected first priority undivided percentage ownership or security interest, free and clear of any Adverse Claim.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"Facility Account" means Seller's Account No. 1069533 at Bank One.
"Facility Termination Date" means the earliest of (i) the Liquidity Termination Date, (ii) the Amortization Date and (iii) September 30, 2003.
"Federal Funds Effective Rate" means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:30 a.m. (Chicago time) for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.
"Fee Letter" means that certain letter agreement dated as of the date hereof among Seller, Originator and the Agent, as it may be amended or modified and in effect from time to time.
"Finance Charges" means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.
"Financial Institutions" has the meaning set forth in the preamble in this Agreement.
"Funding Agreement" means this Agreement and any agreement or instrument executed by any Funding Source with or for the benefit of Company.
"Funding Source" means (i) any Financial Institution or (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to Company.
"GAAP" means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement.
"Incremental Purchase" means a purchase of one or more Purchaser Interests which increases the total outstanding Aggregate Capital hereunder.
"Indebtedness" means, with respect to any Person, such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.
"Independent Director" means a member of the Board of Directors of Seller who is not, (A) and has not been at any time during the five (5) years preceding his or her election to such Board of Directors, a director, officer, employee or affiliate of Seller, Originator, or any of their respective Subsidiaries or Affiliates, or (B) the beneficial owner (at the time of such individual's appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any of the outstanding common shares of Seller, Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights;
"LIBO Rate" means the rate per annum equal to the sum of:
(i) (a) the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00
a.m. (London time) two Business Days prior to the first day of the relevant Tranche Period, and having a maturity equal to such Tranche Period, provided that, (1) if Reuters Screen FRBD is not available to the Agent for any reason, the applicable LIBO Rate for the relevant Tranche Period shall instead be the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Tranche Period, and having a maturity equal to such Tranche Period, and
(2) if no such British Bankers' Association Interest Settlement Rate is available to the Agent, the applicable LIBO Rate for the relevant Tranche Period shall instead be the rate determined by the Agent to be the rate at which Bank One offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Tranche Period, in the approximate amount to be funded at the LIBO Rate and having a maturity equal to such Tranche Period, divided by (b) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Tranche Period; plus
(ii) 0.75% per annum.
The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of 1%.
"Liquidity Commitment" means, for each Financial Institution, the commitment of such Financial Institution to purchase Purchaser Interests from the Company in an amount not to exceed (a) in the aggregate, the amount set forth opposite such Financial Institution's name under the Liquidity Commitment Column on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof, and (b) with respect to any individual purchase from the Company, the lesser of (i) its Pro Rata Share of the Purchase Price therefor and (ii) its Unused Liquidity Commitment.
"Liquidity Termination Date" means October 4, 2001.
"Lock-Box" means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit IV.
"Loss Horizon Ratio" means, for any Collection Period, a fraction (calculated as a percentage) computed by dividing (i) the aggregate Outstanding Balance of all Receivables generated during the three (3) most recently ended Collection Periods by (ii) the aggregate Outstanding Balance of all non-Delinquent Receivables as at the last day of the most recently ended Collection Period.
"Loss Reserve" means, on any date, an amount equal to (x) the greater of (i) 12% and (ii) the Loss Reserve Ratio then in effect times (y) the aggregate Net Receivables Balance as of the close of business on the immediately preceding Business Day.
"Loss Reserve Ratio" means, as of any date, an amount calculated as follows:
LRR = 2.0 x DPR x LHR, where
LRR = the Loss Reserve Ratio;
DPR = the highest average of the Default Proxy Ratios for any three consecutive Collection Periods during the most recent twelve months; and
LHR = the Loss Horizon Ratio.
The Loss Reserve Ratio shall be calculated monthly in each Monthly Report and such Loss Reserve Ratio shall, absent manifest error, be effective from the corresponding Monthly Settlement Date until the next succeeding Monthly Settlement Date.
"Loss-to Liquidation Ratio" means, for any Collection Period, a fraction (calculated as a percentage) equal to (i) the aggregate Outstanding Balance of all Receivables (without duplication) which, as of the last day of such Collection Period, remain unpaid for at least one hundred twenty (120) but less than one hundred fifty (150) days from the original invoice date plus the aggregate Outstanding Balance of all Receivables (without duplication) which, consistent with the Credit and Collection Policy, were or should have been written off the Seller's books as uncollectible and are less than one hundred twenty (120) days past invoice date during such period, divided by (ii) the aggregate amount of Collections during such Collection Period.
"Mandate Letter" means that certain mandate letter dated as of July 24, 2000 addressed to Anixter from Banc One Capital Markets, Inc.
"Material Adverse Effect" means a material adverse effect on (i) the financial condition or operations of any Seller Party and its Subsidiaries, (ii) the ability of any Seller Party to perform its obligations under this Agreement,
(iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser's interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.
"Monthly Report" means a report, in substantially the form of Exhibit X hereto (appropriately completed), furnished by the Servicer to the Agent pursuant to Section 8.5.
"Moody's" means Moody's Investors Service, Inc., and any successor thereto.
"Monthly Settlement Date" means the 17th day of each month, or if such day is not a Business Day, the next succeeding Business Day.
"Net Receivables Balance" means, at any time, the aggregate Outstanding Balance of Eligible Receivables at such time reduced by the aggregate amount by which the Outstanding Balance of Eligible Receivables from each Obligor and its Affiliates exceeds the Standard Concentration Limit or Special Concentration Limit for such Obligor, as the case may be.
"Non-Defaulting Financial Institution" has the meaning set forth in
Section 13.5.
"Non-Renewing Financial Institution" has the meaning set forth in
Section 13.6(a).
"Obligations" has the meaning set forth in Section 2.1.
"Obligor" means a Person obligated to make payments pursuant to a Contract.
"Originator" means Anixter, in its capacity as seller under the Receivables Sale Agreement.
"Outstanding Balance" means, with respect to any Receivable at any time, the then outstanding principal balance thereof.
"Outstanding Balance of Eligible Receivables" means, for purposes of the definitions of "Net Receivables Balance", "Special Concentration Limit" and "Standard Concentration Limit", the Outstanding Balance of all Eligible Receivables (the Outstanding Balance of an Eligible Receivable subject to any right of rescission, set-off, counterclaim or other defense as described in clause (xv) of the definition of "Eligible Receivable" being the outstanding principal balance of such Receivable less the amount of such right of rescission, set-off, counterclaim or other defense), plus the lesser of (a) the aggregate amount of all rights of rescission, set-off, counterclaim or other defenses to which all Eligible Receivables are subject and (b) $15,000,000.
"Participant" has the meaning set forth in Section 12.2.
"Person" means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
"Pooled Commercial Paper" means Commercial Paper notes of Company subject to any particular pooling arrangement by Company, but excluding Commercial Paper issued by Company for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by Company.
"Potential Amortization Event" means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.
"Proposed Reduction Date" has the meaning set forth in Section 1.3.
"Pro Rata Share" means, for each Financial Institution, a percentage equal to (i) the Liquidity Commitment of such Financial Institution, divided by
(ii) the aggregate amount of all Liquidity Commitments of all Financial Institutions hereunder, adjusted as necessary to give effect to the application of the terms of Sections 13.5 or 13.6.
"Purchase Limit" means $275,000,000.
"Purchase Notice" has the meaning set forth in Section 1.2.
"Purchase Price" means, with respect to any Incremental Purchase of a Purchaser Interest, the amount paid to Seller for such Purchaser Interest which shall not exceed the least of the amount requested by Seller in the applicable Purchase Notice, the Unused Purchase Limit on the applicable purchase date and the excess, if any, of the Net Receivables Balance (less the Aggregate Reserves) on the applicable purchase date over the aggregate outstanding amount of Aggregate Capital determined as of the date of the most recent Monthly Report.
"Purchase Price Deficit" has the meaning set forth in Section 1.2.
"Purchasers" means Company and each Financial Institution.
"Purchaser Interest" means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:
[OBJECT OMITTED]
where:
C = the Capital of such Purchaser Interest.
AR = the Aggregate Reserves.
NRB = the Net Receivables Balance.
Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter.
"Purchasing Financial Institution" has the meaning set forth in Section 12.1(b).
"Receivable" means all indebtedness and other obligations owed to Seller or Originator (at the time it arises, and before giving effect to any transfer or conveyance under the Receivables Sale Agreement or hereunder) or in which Seller has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by Originator, and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a separate payment obligation.
Receivables Sale Agreement" means that certain Receivables Sale Agreement, dated as of October 6, 2000 , between Originator and Seller, as the same may be amended, restated or otherwise modified from time to time.
"Records" means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.
"Reduction Notice" has the meaning set forth in Section 1.3.
"Reduction Percentage" means, for any Purchaser Interest acquired by the Financial Institutions from Company for less than the Capital of such Purchaser Interest, a percentage equal to a fraction the numerator of which is the Company Transfer Price Reduction for such Purchaser Interest and the denominator of which is the Capital of such Purchaser Interest.
"Regulatory Change" has the meaning set forth in Section 10.2(a).
"Reinvestment" has the meaning set forth in Section 2.2.
"Related Security" means, with respect to any Receivable:
(i) all of Seller's interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by Originator gave rise to such Receivable, and all insurance contracts with respect thereto,
(ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,
(iii) all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,
(iv) all service contracts and other contracts and agreements associated with such Receivable,
(v) all Records related to such Receivable,
(vi) all of Seller's right, title and interest in, to and under the Receivables Sale Agreement in respect of such Receivable, and
(vii) all proceeds of any of the foregoing.
"Required Financial Institutions" means, at any time, (i) if the Company holds any Purchaser Interests, the Agent and Financial Institutions with Liquidity Commitments in excess of 50% of the aggregate Liquidity Commitments and (ii) if the Company holds no Purchaser Interests, Financial Institutions with Liquidity Commitments in excess of 50% of the aggregate Liquidity Commitments.
"S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto.
"Section 1.2 Defaulting Financial Institution" and "Section 1.2 Non-Defaulting Financial Institution" have the meanings set forth in Section 1.2.
"Seller" has the meaning set forth in the preamble to this Agreement.
"Seller Parties" has the meaning set forth in the preamble to this Agreement.
"Servicer" means at any time the Person (which may be the Agent) then authorized pursuant to Article VIII to service, administer and collect Receivables.
"Servicer Reserve" means, on any date, an amount equal to (a) if Anixter or any Affiliate of Anixter is the Servicer on such date, the product of (x) 0.36% and (y) the Outstanding Balance of all Receivables generated during the most recently ended Collection Period immediately preceding such date, or (b) if a Person other than Anixter or any Affiliate of Anixter is the Servicer on such date, the product of (i) 0.33% and (ii) the Outstanding Balance of all Receivables as at the end of the most recently ended Collection Period immediately preceding such date, or such other amount as Agent shall determine in its reasonable judgment.
"Servicing Fee" has the meaning set forth in Section 8.6.
"Settlement Date" means (A) the Monthly Settlement Date, and (B) the last day of the relevant Tranche Period in respect of each Purchaser Interest of the Financial Institutions.
"Settlement Period" means (A) in respect of each Purchaser Interest of Company, the immediately preceding Accrual Period, and (B) in respect of each Purchaser Interest of the Financial Institutions, the entire Tranche Period of such Purchaser Interest.
"Significant Subsidiary" has the meaning set forth in Regulation S-X of the Securities and Exchange Commission, 17 C.F.R. Part 210, as in effect on the date hereof.
"Special Concentration Limit" means, at any time, with respect to any Special Obligor, a dollar amount equal to a percentage of the aggregate Outstanding Balance of Eligible Receivables or such other limit as the Agent may designate for such Special Obligor; provided, that the Agent may, upon notice to Seller, cancel or reduce any Special Concentration Limit. The initial Special Concentration Limit for each of AT&T, MCI, Lucent Technologies and Nortel Networks shall be, as of any date of determination thereof, 12% of the Outstanding Balance of Eligible Receivables at such time.
"Special Obligor" means each of AT&T, MCI, Lucent Technologies, Nortel Networks, and such other Special Obligors as may be designated by the Agent from time to time.
"Standard Concentration Limit" means, at any time, with respect to any Obligor other than a Special Obligor, 4% of the aggregate Outstanding Balance of Eligible Receivables at such time.
"Subsidiary" means, with respect to any Person, (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of Anixter.
"Termination Date" has the meaning set forth in Section 2.2.
"Termination Percentage" has the meaning set forth in Section 2.2.
"Terminating Financial Institution" has the meaning set forth in Section 13.6(a).
"Terminating Tranche" has the meaning set forth in Section 4.3(b).
"Tranche Period" means, with respect to any Purchaser Interest held by a Financial Institution:
(a) if Yield for such Purchaser Interest is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, or such other period as may be mutually agreeable to the Agent and Seller, commencing on a Business Day selected by Seller or the Agent pursuant to this Agreement. Such Tranche Period shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Tranche Period, provided, however, that if there is no such numerically corresponding day in such succeeding month, such Tranche Period shall end on the last Business Day of such succeeding month; or
(b) if Yield for such Purchaser Interest is calculated on the basis of the Base Rate, a period commencing on a Business Day selected by Seller and agreed to by the Agent, provided no such period shall exceed one month.
If any Tranche Period would end on a day which is not a Business Day, such Tranche Period shall end on the next succeeding Business Day, provided, however, that in the case of Tranche Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Tranche Period shall end on the immediately preceding Business Day. In the case of any Tranche Period for any Purchaser Interest which commences before the Amortization Date and would otherwise end on a date occurring after the Amortization Date, such Tranche Period shall end on the Amortization Date. The duration of each Tranche Period which commences after the Amortization Date shall be of such duration as selected by the Agent.
"Transaction Documents" means, collectively, this Agreement, each Purchase Notice, the Receivables Sale Agreement, each Collection Account Agreement, the Fee Letter, the Subordinated Note (as defined in the Receivables Sale Agreement) and all other instruments, documents and agreements executed and delivered in connection herewith.
"UCC" means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.
"Unused Back-up Commitment" means, with respect to any Financial Institution at any time, such Financial Institution's Back-up Commitment at such time minus such Financial Institution's Back-up Pro Rata Share of the Aggregate Capital outstanding at such time.
"Unused Liquidity Commitment" means, with respect to any Financial Institution at any time, such Financial Institution's Liquidity Commitment at such time minus the aggregate Capital of such Financial Institution's Purchaser Interests at such time.
"Unused Purchase Limit" means, at any time, the Purchase Limit at such time minus the Aggregate Capital outstanding at such time.
"Yield" means for each respective Tranche Period relating to Purchaser Interests of the Financial Institutions, an amount equal to the product of the applicable Discount Rate for each Purchaser Interest multiplied by the Capital of such Purchaser Interest for each day elapsed during such Tranche Period, annualized on a 360 day basis.
"Yield Reserve" means, on any date, an amount equal to the product of (a) the Purchase Limit and (b) 1.875%.
All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.
Exh. II-2
EXHIBIT II
FORM OF PURCHASE NOTICE
[Date]
Bank One, NA, as Agent
1 Bank One Plaza, 21st Floor
Asset-Backed Finance
Chicago, Illinois 60670-0596
Attention:
Re: PURCHASE NOTICE
Ladies and Gentlemen:
Reference is hereby made to the Receivables Purchase Agreement, dated as of October 6, 2000, by and among Anixter Receivables Corporation, a Delaware corporation (the "Seller"), Anixter Inc., as Servicer, the Financial Institutions, Falcon Asset Securitization Corporation ("Company"), and Bank One, NA, as Agent (the "Receivables Purchase Agreement"). Capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement.
The Agent is hereby notified of the following Incremental Purchase:

Purchase Price:                       $
------------------------------------- ------------------------------------------
Date of Purchase:
------------------------------------- ------------------------------------------
Requested Discount Rate:              [LIBO Rate] [Base Rate] [Pooled Commercial
                                             Paper rate]
------------------------------------- ------------------------------------------	

Please credit the Purchase Price in immediately available funds to our Facility Account [and then wire-transfer the Purchase Price in immediately available funds on the above-specified date of purchase to:
[Account Name]
[Account No.]
[Bank Name & Address]
[ABA #]
Reference:
Telephone advice to: [Name] @ tel. No. ( )
Please advise [Name] at telephone no ( ) _________________ if Company will not be making this purchase.
In connection with the Incremental Purchase to be made on the above listed "Date of Purchase" (the "Purchase Date"), the Seller hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (before and after giving effect to the proposed Incremental Purchase):
(i) the representations and warranties of the Seller set forth in Section 5.1 of the Receivables Purchase Agreement are true and correct on and as of the Purchase Date as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from the proposed Incremental Purchase, that will constitute an Amortization Event or a Potential Amortization Event;
(iii) the Facility Termination Date has not occurred, the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%; and
(iv) the amount of Aggregate Capital is $_________ after giving effect to the Incremental Purchase to be made on the Purchase Date.
Very truly yours,
Anixter Receivables Corporation
By:
Name:
Title:
Exh. III-1
EXHIBIT III
PLACES OF BUSINESS OF THE SELLER PARTIES;
LOCATIONS OF RECORDS;
FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)
 
Exh. IV-1
EXHIBIT IV
NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS

Lock-Box Related Collection Account
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------

------------------------------------------------ -------------------------------	

Exh. V-2
EXHIBIT V
FORM OF COMPLIANCE CERTIFICATE
 To: Bank One, NA, as Agent
This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement dated as of October 6, 2000 among Anixter Receivables Corporation (the "Seller"), Anixter Inc. (the "Servicer"), the Purchasers party thereto and Bank One, NA, as agent for such Purchasers (the "Agreement").
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected __________ of Seller.
2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Seller and its Subsidiaries during the accounting period covered by the attached financial statements.
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Amortization Event or Potential Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in paragraph 5 below.
4. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.
5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Seller has taken, is taking, or proposes to take with respect to each such condition or event:
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , .
SCHEDULE I TO COMPLIANCE CERTIFICATE
A. Schedule of Compliance as of __________, ____ with Section ___ of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
This schedule relates to the month ended:
Exh. VI-3
EXHIBIT VI1
FORM OF COLLECTION ACCOUNT AGREEMENT
 [On letterhead of Anixter Inc.]
__________, 2000
[Lock-Box Bank/Concentration Bank/Depositary Bank]
Re: Anixter Inc.
Ladies and Gentlemen:
Reference is hereby made to P.O. Box # in [city, state, zip code] (the "Lock-Box") of which you have exclusive control for the purpose of receiving mail and processing payments therefrom pursuant to that certain [name of lock-box agreement) between you and Anixter Inc. (the "Company") dated _________, _____ (the "Agreement"). You hereby confirm your agreement to perform the services described therein. Among the services you have agreed to perform therein, is to endorse all checks and other evidences of payment, and credit such payments to the Company's checking account no. maintained with you in the name of the Company (the "Lock-Box Account").
The Company hereby informs you that pursuant to that certain Receivables Sale Agreement, dated as of ________, 2000 between the Company and Anixter Receivables Corporation (the "Seller"), the Company has transferred all of its right, title and interest in and to, and exclusive ownership and control of, the Lock-Box and the Lock-Box Account to Seller. The Company and Seller hereby request that the name of the Lock-Box Account be changed to "[Anixter Inc.], as Servicer."
The Company and Seller hereby irrevocably instruct you, and you hereby agree, that upon receiving notice from Bank One, NA ("Bank One") in the form attached hereto as Annex A: (i) the name of the Lock-Box Account will be changed to Bank One for itself and as agent (or any designee of Bank One) and Bank One will have exclusive ownership of and access to the Lock-Box and the Lock-Box Account, and neither the Company, Seller, nor any of their respective affiliates will have any control of the Lock-Box or the Lock-Box Account or any access thereto, (ii) you will either continue to send the funds from the Lock-Box to the Lock-Box Account, or will redirect the funds as Bank One may otherwise request, (iii) you will transfer monies on deposit in the Lock-Box Account, at any time, as directed by Bank One, (iv) all services to be performed by you under the Agreement will be performed on behalf of Bank One, and (v) all correspondence or other mail which you have agreed to send to the Company or Seller will be sent to Bank One at the following address:
Bank One, NA Suite , 21st Floor 1 Bank One Plaza Chicago, Illinois 60670- Attention: Credit Manager, Asset Backed Securities Division
Moreover, upon such notice, Bank One for itself and as agent will have all rights and remedies given to the Company (and Seller, as the Company's assignee) under the Agreement. Seller agrees, however, to continue to pay all fees and other assessments due thereunder at any time.
You hereby acknowledge that monies deposited in the Lock-Box Account or any other account established with you by Bank One for the purpose of receiving funds from the Lock-Box are subject to the liens of Bank One for itself and as agent, and will not be subject to deduction, set-off, banker's lien or any other right you or any other party may have against the Company or Seller [except that you may debit the Lock-Box Account for any items deposited therein that are returned or otherwise not collected and for all charges, fees, commissions and expenses incurred by you in providing services hereunder, all in accordance with your customary practices for the charge back of returned items and expenses.]
THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. This letter agreement may be executed in any number of counterparts and all of such counterparts taken together will be deemed to constitute one and the same instrument.
This letter agreement contains the entire agreement between the parties, and may not be altered, modified, terminated or amended in any respect, nor may any right, power or privilege of any party hereunder be waived or released or discharged, except upon execution by all parties hereto of a written instrument so providing. In the event that any provision in this letter agreement is in conflict with, or inconsistent with, any provision of the Agreement, this letter agreement will exclusively govern and control. Each party agrees to take all actions reasonably requested by any other party to carry out the purposes of this letter agreement or to preserve and protect the rights of each party hereunder.
Please indicate your agreement to the terms of this letter agreement by signing in the space provided below. This letter agreement will become effective immediately upon execution of a counterpart of this letter agreement by all parties hereto.
Very truly yours,
Anixter Inc.
By:
Name:
Title:
Anixter Receivables Corporation
By:
Name:
Title:
Acknowledged and agreed to

this      day of
     ----

                               [Collection Bank]

                                      By:
                                     Name:	

Title:
Bank One, NA, as Agent
By:
Name:
Title:
Annex A-1
ANNEX A
FORM OF NOTICE
[On letterhead of Bank One]
[Collection Bank/Depositary Bank/Concentration Bank]
Re: Anixter Inc./Anixter Receivables Corporation
Ladies and Gentlemen:
We hereby notify you that we are exercising our rights pursuant to that certain letter agreement among Anixter Inc., Anixter Receivables Corporation, you and us, to have the name of, and to have exclusive ownership and control of, account number (the "Lock-Box Account") maintained with you, transferred to us.
[The Lock-Box Account will henceforth be a zero-balance account, and funds deposited in the Lock-Box Account should be sent at the end of each day to .] You have further agreed to perform all other services you are performing under that certain agreement dated between you and [Anixter Inc.] on our behalf.
We appreciate your cooperation in this matter.
Very truly yours,
BANK ONE, NA, as Agent
By:
Title:
Exh. VII-7
EXHIBIT VII
FORM OF ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Assignment Agreement") is entered into as of the ___ day of ____________, -------------------- ____, by and between _____________________ ("Assignor") and __________________ ("Assignee"). --------
PRELIMINARY STATEMENTS
A. This Assignment Agreement is being executed and delivered in accordance with
Section 12.1(b) of that certain Receivables Purchase Agreement dated as of October 6, 2000 by and among Anixter Receivables Corporation, Anixter Inc., as Servicer, Falcon Asset Securitization Corporation, Bank One, NA, as Agent, and the Financial Institutions party thereto (as amended, modified or restated from time to time, the "Purchase Agreement"). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Purchase Agreement.
B. Assignor is a Financial Institution party to the Purchase Agreement, and Assignee wishes to become a
Financial Institution thereunder; and
C. Assignor is selling and assigning to Assignee an undivided ____________% (the "Transferred Percentage") interest in all of Assignor's rights and obligations under the Purchase Agreement and the Transaction Documents, including, without limitation, Assignor's Back-up Commitment and Liquidity Commitment and (if applicable) the Capital of Assignor's Purchaser Interests as set forth herein.
AGREEMENT
The parties hereto hereby agree as follows:
1. The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the "Effective Date") two (2) Business Days (or such other date selected by the Agent in its sole discretion) following the date on which a notice substantially in the form of Schedule II to this Assignment Agreement ("Effective Notice") is delivered by the Agent to Company, Assignor and Assignee. From and after the Effective Date, Assignee shall be a Financial Institution party to the Purchase Agreement for all purposes thereof as if Assignee were an original party thereto and Assignee agrees to be bound by all of the terms and provisions contained therein.
2. If Assignor has no outstanding Capital under the Purchase Agreement, on the Effective Date, Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor's Back-up Commitment and Liquidity Commitment and all rights and obligations associated therewith under the terms of the Purchase Agreement, including, without limitation, the Transferred Percentage of Assignor's future funding obligations under Section 4.1 of the Purchase Agreement.
3. If Assignor has any outstanding Capital under the Purchase Agreement, at or before 12:00 noon, local time of Assignor, on the Effective Date Assignee shall pay to Assignor, in immediately available funds, an amount equal to the sum of
(i) the Transferred Percentage of the outstanding Capital of Assignor's Purchaser Interests (such amount, being hereinafter referred to as the "Assignee's Capital"); (ii) all accrued but unpaid (whether or not then due) Yield attributable to Assignee's Capital; and (iii) accruing but unpaid fees and other costs and expenses payable in respect of Assignee's Capital for the period commencing upon each date such unpaid amounts commence accruing, to and including the Effective Date (the "Assignee's Acquisition Cost"); whereupon, Assignor shall be deemed to have sold, transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor's Back-up Commitment and Liquidity Commitment and the Capital of Assignor's Purchaser Interests (if applicable) and all related rights and obligations under the Purchase Agreement and the Transaction Documents, including, without limitation, the Transferred Percentage of Assignor's future funding obligations under
Section 4.1 of the Purchase Agreement.
4. Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which were delivered to Assignor pursuant to the Purchase Agreement.
5. Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment Agreement.
6. By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, the Agent and the Financial Institutions as follows: (a) other than the representation and warranty that it has not created any Adverse Claim upon any interest being transferred hereunder, Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with the Purchase Agreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Assignee, the Purchase Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (b) Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Seller, any Obligor, any Affiliate of Seller or the performance or observance by the Seller, any Obligor, any Affiliate of Seller of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a copy of the Purchase Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (d) Assignee will, independently and without reliance upon the Agent, Company, the Seller or any other Financial Institution or Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Purchase Agreement and the Transaction Documents; (e) Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (f) Assignee agrees that it will perform in accordance with their terms all of the obligations which, by the terms of the Purchase Agreement and the other Transaction Documents, are required to be performed by it as a Financial Institution or, when applicable, as a Purchaser.
7. Each party hereto represents and warrants to and agrees with the Agent that it is aware of and will comply with the provisions of the Purchase Agreement, including, without limitation, Sections 4.1, 13.1 and 14.6 thereof.
8. Schedule I hereto sets forth the revised Back-up Commitment and Liquidity Commitment of Assignor and the Back-up Commitment and Liquidity Commitment of Assignee, as well as administrative information with respect to Assignee.
9. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
10. Assignee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all senior indebtedness for borrowed money of Company, it will not institute against, or join any other Person in instituting against, Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers of the date hereof.
[ASSIGNOR]
By:
Title:
[ASSIGNEE]
By:
Title:

                       SCHEDULE I TO ASSIGNMENT AGREEMENT

                       LIST OF LENDING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS

Date: _______________, ____
Transferred Percentage:    ________%

                      A-1                A-2                  A-3                   A-4                B-1              B-2
-------------- ------------------ ------------------- --------------------- --------------------- --------------- ----------------
Assignor            Back-up            Back-up             Liquidity             Liquidity         Outstanding     Ratable Share
                  Commitment      Commitment (after    Commitment (prior     Commitment (after       Capital      of Outstanding
               (prior to giving    giving effect to   to giving effect to     giving effect to       (if any)         Capital
                 effect to the      the Assignment       the Assignment        the Assignment
                  Assignment          Agreement)           Agreement)            Agreement)
                  Agreement)
-------------- ------------------ ------------------- --------------------- --------------------- --------------- ----------------
                                         A-2                                        A-4                B-1              B-2
-------------- ------------------ ------------------- --------------------- --------------------- --------------- ----------------
Assignee                               Back-up                                   Liquidity         Outstanding     Ratable Share
                                  Commitment (after                          Commitment (after       Capital      of Outstanding
                                   giving effect to                           giving effect to       (if any)         Capital
                          the Assignment the Assignment
                                      Agreement)                                 Agreement)
-------------- ------------------ ------------------- --------------------- --------------------- --------------- ----------------	

Address for Notices
Attention:
Phone:
Fax:
SCHEDULE II TO ASSIGNMENT AGREEMENT
EFFECTIVE NOTICE
TO:________________________, Assignor
TO:________________________, Assignee
The undersigned, as Agent under the Receivables Purchase Agreement dated as of October 6, 2000 by and among Anixter Receivables Corporation, a Delaware corporation, Anixter Inc., as Servicer, Falcon Asset Securitization Corporation, Bank One, NA, as Agent, and the Financial Institutions party thereto, hereby acknowledges receipt of executed counterparts of a completed Assignment Agreement dated as of ____________, ____ between __________________, as Assignor, and __________________, as Assignee. Terms defined in such Assignment Agreement are used herein as therein defined.
1. Pursuant to such Assignment Agreement, you are advised that the Effective Date will be ______________, ____.
2. Company hereby consents to the Assignment Agreement as required by
Section 12.1(b) of the Receivables
Purchase Agreement.
[3. Pursuant to such Assignment Agreement, the Assignee is required to pay $____________ to Assignor at or before 12:00 noon (local time of Assignor) on the Effective Date in immediately available funds.]
Very truly yours,
BANK ONE, NA, individually and as Agent
By:

Title:
FALCON ASSET SECURITIZATION
CORPORATION
By: ____________________________
Authorized Signatory
Exh. VIII-1
EXHIBIT VIII
CREDIT AND COLLECTION POLICY
See Exhibit V to Receivables Sale Agreement
Exh. IX-1
EXHIBIT IX
FORM OF CONTRACT(S)
See Attached
Exh. X-1
EXHIBIT X
FORM OF MONTHLY REPORT
[In addition to such other information as may be included on this exhibit, each Monthly Report should set forth the following with respect to the related Calculation Period (as defined in the Receivables Sale Agreement): (i) the aggregate Outstanding Balance of Receivables created and conveyed by Originator to Seller in purchases pursuant to the Receivables Sale Agreement during such Calculation Period, as well as the Net Receivables Balance included therein,
(ii) the aggregate purchase price payable to Originator in respect of such purchases, specifying the Discount Factor (as defined in the Receivables Sale Agreement) in effect for such Calculation Period and the aggregate Purchase Price Credits (as defined in the Receivables Sale Agreement) deducted in calculating such aggregate purchase price, (iii) the aggregate amount of funds received by the Servicer during such Calculation Period which are to be applied as Reinvestments, (iv) the increase or decrease in the amount outstanding under the Subordinated Note (as defined in the Receivables Sale Agreement) as of the end of such Calculation Period after giving effect to the application of funds toward the aggregate purchase price and the restrictions on Subordinated Loans
(as defined in the Receivables Sale Agreement) set forth in Section 1.2(a)(ii) of the Receivables Sale Agreement, and (v) the amount of any capital contribution made by Originator to Seller as of the end of such Calculation Period pursuant to Section 1.2(b) of the Receivables Sale Agreement.]
The above is a true and accurate accounting pursuant to the terms of the Receivables Purchase Agreement dated October 6, 2000 (the "Agreement"), by and among Anixter Receivables Corporation, Anixter Inc., the Financial Institutions named therein, Falcon Asset Securitization Corporation and Bank One, NA, as Agent, and I have no knowledge of the existence of any conditions or events which constitute an Amortization Event or Potential Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by this monthly report or as of the date of this certificate, except as set forth below.
By:______________________
Name:___________________
Title:____________________
Company Name:___________
Date:____________________
 
Sch. A-1
SCHEDULE A
COMMITMENTS OF FINANCIAL INSTITUTIONS

Financial Institution        Back-up Commitment             Liquidity Commitment

Bank One, NA                   $150,000,000                      $155,500,000

Lloyds TSB Bank plc            $ 75,000,000                      $ 75,000,000

Danske Bank A/S                $ 50,000,000                      $ 50,000,000	

Sch. B-1
SCHEDULE B
DOCUMENTS TO BE DELIVERED TO THE AGENT
ON OR PRIOR TO THE INITIAL PURCHASE
 (Attached.)
iii
TABLE OF CONTENTS
Page
i
1 We will replace this with the form agreed upon with Bank of America when it is complete.
 
THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1993
ANIXTER INTERNATIONAL INC.
Enhanced Management Incentive Plan for 2001-2002
1. Purpose and Effective Date. Anixter International Inc. and its subsidiary Anixter Inc. (together and individually, the "Company") have established a Management Incentive Plan pursuant to the approval of the Company's stockholders at their meeting on May 25, 2000. The annual incentive bonus opportunity being provided by the Management Incentive Plan (the "Regular Plan") is being enhanced for the fiscal 2001 and 2002 Bonus Years for certain key participants in the Management Incentive Plan as provided in this Enhanced Management Incentive Plan for 2001-2002 (the "Enhanced Plan"). The effective date of the Enhanced Plan shall be the first day of the 2001 Bonus Year.
2. Administration. The Enhanced Plan shall be administered by the Board of Directors, or the Compensation Committee of the Company's Board of Directors or such other Board committee as the Board may designate (the "Committee"). The Committee has the authority and responsibility for the interpretation, administration and application of the provisions of the Enhanced Plan, and the Committee's interpretations of the Enhanced Plan, and all actions taken by it and determinations made by it shall be binding on all persons. No Board or Committee member shall be liable for any determination, decision or action made in good faith with respect to the Enhanced Plan.
3. Participation. The Participants of the Company listed on The attached exhibit who are notified in writing of their participation in the Enhanced Plan and any additional Participants added to The attached exhibit by the President and notified in writing of their participation in the Enhanced Plan are the "Participants" in the Enhanced Plan.
4. Enhanced Incentive Opportunity. The annual incentive bonus opportunity of each Participant under the Regular Plan shall be divided into two equal portions. One portion shall continue to be governed by the provisions of the Regular Plan and the payout matrices established from time to time pursuant to that plan. This portion of the annual incentive bonus shall not be affected by the Enhanced Plan. The other portion shall be eliminated from the annual incentive bonus provided by the Regular Plan. This eliminated portion of the regular annual incentive bonus, the "Fifty Percent of Regular Annual Bonus Opportunity," shall be governed solely by the Enhanced Plan. An additional annual incentive bonus opportunity as specified for each Participant in The attached exhibit, the "Additional Bonus Opportunity," shall also be governed solely by the Enhanced Plan. Together the Fifty Percent of Regular Annual Bonus Opportunity and the Additional Bonus Opportunity shall be the Enhanced Incentive Opportunity and the product of the dollar amount equal to the Enhanced Incentive Opportunity times the percentage of this opportunity deemed earned by the Participant in accordance with paragraph 5 shall be the Earned Enhanced Incentive.
5. Earned Enhanced Incentive. How much, if any, of the Enhanced Incentive Opportunity is earned is dependent on the Company's operating earnings before non-recurring items for each Bonus Year ("Earnings"). The determination of Earnings by the Committee shall be final and conclusive. In making this determination the Committee shall not be bound by technical accounting rules or how the Company chooses to report its Earnings. The payout grid for the Enhanced Incentive is as follows:

                            Earnings for                      Earnings for
                           Bonus Year 2001                   Bonus Year 2002
                           ---------------                   ---------------

Threshold--50% earned       90% of Target                     90% of Target

Target--100% earned        115% of 2000 Earnings             115% of 2001 Target
Maximum--150% earned       110% of Target                    110% of Target	

None of the Enhanced Incentive Opportunity will be earned for Earnings below the Threshold. The percentage of the Enhanced Incentive Opportunity earned for Earnings between the Threshold and the Maximum shall be determined by interpolation. Earnings above the Maximum shall not affect the Enhanced Incentive Opportunity.
6. Payment of Earned Enhanced Incentive. The Earned Enhanced Incentive shall be paid solely in Stock Units of the Company. The number of Stock Units shall be determined as follows: First, a value for a Stock Unit shall be determined by averaging the closing prices of the Company's common stock ("Share" or "Shares") for each trading day during the Bonus Year ("Per Share Value"). The Committee will in its sole judgment adjust this calculation as the Committee determines to be appropriate for any increase or decrease in the number of issued Shares or any change in the value of the Shares resulting from a subdivision or consolidation of Shares, reorganization, recapitalization, spin-off, payment of stock dividends on the Shares, or any other increase or decrease in the number of issued Shares made without receipt of consideration by the Company, or the payment of an extraordinary dividend. No adjustment shall be made for the purchase of Shares by the Company. Second, 110% of the Earned Enhanced Incentive that is attributable to Fifty Percent of Regular Bonus and 100% of the Earned Enhanced Incentive that is attributable to Additional Bonus Opportunity shall be added together to determine "Total Initial Value of Stock Units." Third, the Total Initial Value of Stock Units shall be divided by the Per Share Value to determine the number of Stock Units to be awarded to Participant for the Enhanced Incentive Opportunity for the Bonus Year. Fractional Stock Units shall be rounded up or down to the nearest whole Stock Unit.
7. Vesting of Stock Units. One third of the Stock Units shall vest on each anniversary of the Date of Grant beginning with the second anniversary of the Date of Grant. The Date of Grant shall be the first business day in January following the Bonus Year for which the Stock Units were earned. All of the Stock Units will vest upon the death or permanent total disability of Participant or upon any Change of Control of the Company. A "Change of Control of the Company" shall occur if (a) substantially all the assets of the Company are sold to a Third Party or a Third Party becomes the Beneficial Owner of the greater of (I) 25%, or (ii) the percentage owned by Sam Zell and his affiliates, of the Company's securities that vote for the election of directors or (b) a majority of the Board of Directors of the Company were not nominated for election by the Board of Directors. A "Third Party" is any Person, other than Samuel Zell or his Affiliates and other than Anixter International Inc. or its subsidiaries. "Person," "Affiliates," and "Beneficial Owner" shall be defined as those terms are defined pursuant to the Securities Exchange Act of 1934, as amended. If at a time Stock Units are not vested (i) Participant's employment with Company is terminated by Company for good cause or by Participant voluntarily or (ii) any transfer of unvested Stock Units shall be made without the written consent of the Company, the unvested Stock Units shall be null and void.
8. Conversion of Vested Stock Units. Each vested Stock Unit shall convert to one Share at the time selected by each Participant in accordance with the procedures established by the Company or upon any Change of Control of the Company. If no time for conversion is so selected by a Participant, such Stock Units shall convert to Shares upon vesting. The number of Shares into which a Stock Unit converts shall be appropriately adjusted for any increase or decrease in the number of issued Shares or any change in the value of the Shares resulting from a subdivision or consolidation of Shares, reorganization, recapitalization, spin-off, payment of stock dividends on the Shares, or any other increase or decrease in the number of issued Shares made without receipt of consideration by the Company, or the payment of an extraordinary dividend. No adjustment shall be made for the purchase of Shares by the Company.
9. Employment. The Enhanced Plan is not a contract of employment. If the employment of a Participant shall terminate for any reason during a Bonus Year, the Participant shall have no right to any Enhanced Incentive Opportunity for that or, if applicable, the subsequent Bonus Year. A Participant whose employment terminates during a Bonus Year shall be treated as if he was not a Participant in Enhanced Plan at any time during the Bonus Year and that Participant's entire annual incentive bonus opportunity, it any, for that Bonus Year will be governed by the Regular Plan.
10. Impact on Other Plans. The value of any portion of an Earned Enhanced Incentive shall not be considered in determining (a) a Participant's pension benefit under any of the Company's retirement plans or (b) the amount that a Participant can contribute to any savings plan maintained by the Company. However, if a Participant is participating in a defined benefit pension plan that provides for a pension that is affected by the amount of annual incentive bonus earned by the Participant under the Regular Plan, the amount of annual incentive bonus earned by that Participant under the Regular Plan for that Bonus Year will be treated, to the extent permitted by law, for purposes of that pension plan as if it were twice that amount.
11. Withholding Taxes. As a condition to the conversion of the Stock Units, the Participant shall make such arrangements as the Company may require for the satisfaction of any Federal, state or local tax withholding obligations that may arise in connection with such conversion.
12. Amendment of the Enhanced Plan. The Board of Directors or the Committee may from time to time suspend, terminate, revise or amend the Enhanced Plan or the terms of any grant in any respect whatsoever. No such amendment shall affect rights in Stock Units earned prior to the amendment or shall reduce the total annual incentive bonus opportunity for that Bonus year below the opportunity the Participant would have had for that Bonus Year if he or she had not been Participant or, if a Change of Control has occurred, shall reduce any Participant's Enhanced Incentive Opportunity for the Bonus Year in which such amendment is made.
Executed as of the Effective Date.
Anixter International Inc.
by James_E._Knox
James E. Knox
its Senior Vice President--Law
 
AMENDMENT TO ANIXTER'S
ENHANCED MANAGEMENT INCENTIVE PLANS
FOR 1999-2000 AND 2001-2002
A new provision shall be added to Anixter's Enhanced Management Incentive Plans for 1999-2000 and 2001-2002 reading as follows:
"Retirement. The employment of a Participant shall not be deemed to have been terminated for the purpose of vesting of Stock Units under the 2001-2002 Plan and the vesting of Restricted Stock or Stock Units under the 1999-2000 Plan by the Retirement of the Participant provided that all the following conditions are satisfied:
(a) Participant at the time of Retirement either had at least 20 years of service with the Company or is at least 50 years of age and had at least 5 years of service with the Company.
(b) Participant has given the Company written notice of the date of Participant's Retirement at least 12 months in advance of that date and has acknowledged that Participant will not have an Enhanced Incentive Opportunity for any Bonus Year in which any of the 12 months prior to the date of Participant's Retirement occur, but instead will participate in the Company's Regular Management Incentive Plan at the level of other executives not participating in the Enhanced Management Incentive Plan.
(c) Participant does not at any time during the vesting period following Retirement engage in full time employment.
(d) Participant has entered into, and not breached, an agreement satisfactory to the Company that Participant during the vesting period will be available to consult with the Company for up to 150 hours a year and will not engage in any activity that is competitive with the activities of the Company."
Executed as of February 14, 2001.
Anixter International Inc.
By _________________________
Its ____________________
 
AMENDMENT TO EMPLOYMENT AGREEMENT
The Employment Agreement between the undersigned parties is hereby amended by changing Section 6A and 6 B to read as follows:
"6. A. If a Change of Control shall occur during the first fiscal year of a two year Enhanced Management Plan in which the Executive is participating (the "Plan"), Executive shall be cashed out of his rights for both fiscal years under the Plan as follows: A number of Shares of AXE Stock ("Shares") shall be determined by dividing the greater of twice the Enhanced Incentive Opportunity for that fiscal year or the sum of the Enhanced Incentive Opportunity for that fiscal year plus the amount that would be earned for that year based on actual results through the most recent month end prior to the Change of Control plus the target amount, as defined by the Plan, for the balance of the year, by the average closing price for the Shares for the trading days in that fiscal year prior to the Change of Control in accordance with the provisions of the Plan. This number of Shares shall be multiplied by the higher of the average price per Share paid by the Third Party at the time of the Change of Control or the average closing price of the Shares for the ten trading days preceding the Change of Control. Half this amount shall be paid to the Executive by January 15, of the following year and the remainder shall be paid in four equal installments on each anniversary of the Change of Control. Upon termination pursuant to Section 4 above or death or disability as provided in Section 1 above, any remaining payments shall be promptly made. No payment shall be due for any anniversaries following the termination of Executive's employment, other than by death or disability, by Company with Good Cause for Termination or by Executive without Good Cause for Termination, other than retirement in accordance with the provisions of the Plan.
B. If a Change of Control shall occur during the second fiscal year of the Plan, Executive shall be cashed out of his rights for that fiscal year under the Plan as follows: A number of Shares of AXE Stock ("Shares") shall be determined by dividing the higher of Executive Enhanced Incentive Opportunity for that fiscal year or the amount that would be earned for that fiscal year based on actual results through the most recent month end prior to the Change of Control plus the target amount, as defined by the Plan, for the balance of that fiscal year, by the average closing price for the Shares for the trading days in that fiscal year prior to the Change of Control in accordance with the provisions of the Plan. This number of shares shall be multiplied by the higher of the average price per Share paid by the Third Party at the time of the Change of Control or the average closing price of the Shares for the ten trading days preceding the Change of Control. This amount shall be paid in four equal installments on each anniversary of the Change of Control. Upon termination pursuant to Section 4 above or death or disability as provided in Section 1 above, any remaining payments shall be promptly made. No payment shall be due for any anniversaries following the termination of Executive's employment, other than by death or disability, by Company with Good Cause for Termination or by Executive without Good Cause for Termination, other than Retirement in accordance with the provisions of the Plan."
Executed as of this 14th day of February, 2001.
Anixter Inc. _____________________
By ________________ Executive
  
EXHIBIT 21.1
ANIXTER INTERNATIONAL SCHEDULE 21
LIST OF SUBSIDIARIES

                                                                  Jurisdiction
Company Name                                                    of Incorporation

Anixter Inc.                                                      Delaware
    Anixter Cables y Manufacturas, S.A. de C.V.                   Mexico
    Anixter Canada Inc.                                           Canada
         WireXpress Ltd.                                          Canada
    Anixter Colombia S.A.                                         Colombia
    Anixter Costa Rica S.A.                                       Costa Rica
    Anixter del Peru, S.R.L.                                      Peru
    Anixter de Mexico, S.A. de C.V.                               Mexico
    Anixter Holdings, Inc.                                        Delaware
         Anixter Argentina S.A.                                   Argentina
    Anixter Korea Limited                                         Korea
    Anixter Venezuela Inc.                                        Delaware
    Anixter Financial Inc.                                        Delaware
         Anixter Chile S.A.                                       Chile
         Anixter Communications (Malaysia) Sdn Bhd                Malaysia
         Anixter Europe Holdings B.V.                             Netherlands
              Anixter Austria GmbH                                Austria
              Anixter (CIS) L.L.C. (Russia)                       Russia
              Anixter Danmark A/S                                 Denmark
              Anixter Deutschland GmbH                            Germany
              Anixter France S.A.                                 France
              Anixter Network Systems Greece, L.L.C.              Greece
              Anixter Hungary Ltd.                                Hungary
              Anixter Iletsim Sistemleri
                   Pazarlama ve Ticaret A.S.                      Turkey
              Anixter Norge A.N.S.                                Norway
              Anixter Poland Sp.z.o.o.                            Poland
              Anixter Portugal S.A.                               Portugal
              Anixter Sverige AB                                  Sweden
              Anixter Eurinvest B.V.                              Netherlands
                 Anixter Belgium B.V.B.A.                         Belgium
                 Anixter Espana S.L.                              Spain
                 Anixter International B.V.B.A                    Belgium
                 Anixter Italia S.r.1.                            Italy
                 Anixter International Ltd.                       United Kingdom
                     Anixter U.K. Ltd.                            United Kingdom
                     Anixter Power & Construction Ltd.            United Kingdom
                 Anixter Logistics, Europe B.V.B.A.               Belgium
                 Anixter Nederland B.V.                           Netherlands
                 Anixter Switzerland Sarl.                        Switzerland
              Anixter Singapore Pte Ltd.                          Singapore
              Anixter Hong Kong Limited                           Hong Kong
              Anixter Thailand Inc.                               Delaware
              Anixter Trading (Shanghai) Company Limited          China
              Anixter Philippines Inc.                            Delaware
    Anixter Australia Pty. Ltd.                                   Australia
              allNET Technologies Pty. Ltd.                       Australia
    Anixter Puerto Rico, Inc.                                     Delaware
    Anixter do Brazil Ltda.                                       Brazil
    Anixter-Real Estate Inc.                                      Illinois
    Anixter Information Systems Corporation                       Illinois
         Anixter (Barbados), Inc.                                 Barbados
    Accu-Tech Corporation                                         Georgia
          Wallace Electronics, Inc.                               Georgia
    Anixter Receivables Corporation                               Delaware
GL Holding of Delaware, Inc.                                      Delaware
    Itel Corporation                                              California
Itel Container Ventures Inc.                                      Delaware
    ICV GP Inc.                                                   Delaware
    ICV LP Inc.                                                   Delaware
Itel Rail Holdings Corporation                                    Delaware
    Fox River Valley Railroad Corporation                         Wisconsin
    Green Bay and Western Railroad Company                        Wisconsin
         Michigan & Western Railroad Company                      Michigan
    Rex Railways, Inc.                                            New Jersey
    Rex Leasing, Inc.                                             New Jersey
    Signal Capital Corporation                                    Delaware
     Richdale, Ltd.                                               Delaware
    Signal Capital Projects, Inc.                                 Delaware
         Signal Capital Norwalk, Inc.                             Delaware
Railcar Services Corporation                                      Delaware
Seacoast Capital Corp.                                            Delaware
Seacoast Capital Corp. II                                         Delaware
B.E.L. Corporation                                                Delaware	

EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 2-93173) pertaining to the Anixter International Inc. 1983 Stock Incentive Plan, the Registration Statement (Form S-8 No. 33-13486) pertaining to the Anixter International Inc. Key Executive Equity Plan, the Registration Statement (Form S-8 No. 33-21656) pertaining to the Anixter International Inc. 1988 Employee Stock Purchase Plan, the Registration Statement (Form S-8 No. 33-38364) pertaining to the Anixter International Inc. 1989 Employee Stock Incentive Plan, the Registration Statement (Form S-8 No. 33-60676) pertaining to the Anixter International Inc. 1993 Director of Stock Option Plan, the Registration Statement (Form S-8 No. 33-05907) pertaining to the Anixter International Inc. 1996 Stock Incentive Plan, the Registration Statement (Form S-8 No. 333-56815) pertaining to the Anixter International Inc. 1998 Mid-level Stock Option Plan, the Registration Statement (Form S-8 No. 333-56935) pertaining to the Anixter International Inc. 1998 Stock Incentive Plan and the Registration Statement (Form S-3 No. 333-42788) pertaining to the Anixter International Inc. zero-coupon convertible notes due 2020 of our report dated February 1, 2001, with respect to the consolidated financial statements and schedules of Anixter International Inc. included in this Annual Report (Form 10-K) for the year ended December 29, 2000.
ERNST & YOUNG LLP
Chicago, Illinois
March 6, 2001
 
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Anixter International Inc., a Delaware corporation (the "Corporation"), which is about to file an annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K hereby constitutes and appoints Dennis J. Letham, John A. Dul and James E. Knox, and each of them, his or her true and lawful attorney-in-fact and agents, with full power and all capacities, to sign the Corporation's Form 10-K and any or all amendments thereto, and any other documents in connection therewith, to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned and hereunto set her or his hand and seal as of the 28th day of February 2001.

 /s/  Lord James Blyth                                /s/  John R. Petty

 /s/  Robert L. Crandall                            /s/  Sheli Z. Rosenberg

/s/  Robert W. Grubbs                               /s/  Stuart M. Sloan

 /s/  F. Philip Handy                               /s/ Thomas C. Theobald

/s/  Melvyn N. Klein                                /s/  Samuel Zell