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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 23, 2009
ANIXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
 	 	 	
Delaware	 	94-1658138	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
Commission File Number: 001-10212
2301 Patriot Blvd.
Glenview, Illinois 60026
(224) 521-8000
(Address and telephone number of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

   

TABLE OF CONTENTS

									
	Item 1.01. Entry into a Material Definitive Agreement.	
	Item 2.02 Results of Operations and Financial Condition.	
	Item 9.01 Financial Statements and Exhibits.	
SIGNATURES	
EXHIBIT INDEX	
EX-10.1	
EX-10.2	
EX-10.3	
EX-99.1	
EX-99.2	

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Item 1.01. Entry into a Material Definitive Agreement.
          On July 23, 2009, Anixter International Inc.’s (the “Company”) primary operating subsidiary, Anixter Inc., amended its senior unsecured revolving credit agreement. The following key changes have been made to the revolving credit agreement:

 	•	 	The consolidated fixed charge coverage ratio (as defined) has been amended to require minimum coverage of 2.25 times through September 30, 2010 (previously 3.00 times), 2.50 times from October 2010 through December 2011 (previously 3.00 times) and 3.00 times thereafter.	
 		
 	•	 	Anixter Inc. will be required to have, on a proforma basis, a minimum of $50 million of availability under the revolving credit agreement at any time it elects to prepay, purchase or redeem indebtedness of Anixter International Inc.	
 		
 	•	 	Anixter Inc. will be permitted to upstream funds to Anixter International Inc. for payment of dividends and share repurchases to a maximum of $150 million plus 50 percent of Anixter Inc.’s cumulative net income from the date of the amendment forward.	
 		
 	•	 	The ratings based pricing grid has been adjusted such that the all-in drawn cost of borrowings, based on Anixter Inc.’s current credit ratings of BB+/Ba2, is now Libor plus 250 basis points on all borrowings (previously Libor plus 75 basis points on the first $350 million borrowed and Libor plus 100 basis point on the next $100 million borrowed).	
 		
 	•	 	The size of the facility has been reduced from $450 million to $350 million.	
          All other material terms and conditions of the revolving credit facility remain unchanged, including the April 2012 maturity. The amendment to the senior unsecured revolving credit agreement, dated July 23, 2009, is attached as Exhibit 10.1
          On July 24, 2009, Anixter Inc. also renewed its accounts receivable securitization program for a new 364-day period ending in July of 2010. As a part of the renewal, the size of the facility has been reduced from $255 million to $200 million to bring it in-line with the size of the current receivable collateral base. The renewed program carries an all-in drawn funding cost of Commercial Paper (“CP”) plus 150 basis points (previously CP plus 95 basis points). Unused capacity fees increased from 45 to 55 basis points to 85 to 95 basis points. All other material terms and conditions remain unchanged. The amendments related to the renewal of the accounts receivable securitization program, dated July 24, 2009, are attached as Exhibit 10.2 and Exhibit 10.3.
          The Company’s press release, dated July 28, 2009, announcing Anixter Inc.’s amendment of its senior unsecured revolving credit agreement and renewal of its accounts receivable securitization program is attached as Exhibit 99.1.
Item 2.02 Results of Operations and Financial Condition.
          On July 28, 2009, the Company reported its results for the fiscal quarter ended July 3, 2009. The Company’s press release, dated July 28, 2009, is attached as Exhibit 99.2.

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Item 9.01 Financial Statements and Exhibits.
 	 	 	
Exhibit No.	 	Description	
 	 	 	
10.1	 	Amendment No. 2, dated July 23, 2009, to Amended and Restated Five-Year Revolving Credit Agreement dated April 20, 2007, as amended as of September 26, 2007, among Anixter Inc., Bank of America, N.A., as Administrative Agent, and other banks named therein.	
 	 	 	
10.2	 	Amendment No. 7 to Amended and Restated Receivables Purchase Agreement, dated July 24, 2009, among Anixter Receivables Corporation, as Seller, Anixter Inc., as Servicer, JPMorgan Chase Bank, N.A., as Agent and the other financial institutions named therein.	
 	 	 	
10.3	 	Amendment No. 4 to Amended and Restated Receivables Sale Agreement, dated July 24, 2004, between Anixter Inc. and Anixter Receivables Corporation.	
 	 	 	
99.1	 	Press Release, dated July 28, 2009, issued by Anixter International Inc. announcing the Amendment to Credit Agreement and Renewal of Accounts Receivable Securitization Program.	
 	 	 	
99.2	 	Earnings Press Release, dated July 28, 2009, issued by Anixter International Inc.	

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SIGNATURES
Pursuant to the requirements 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.
 	 	 	 	 	
 	ANIXTER INTERNATIONAL INC.
 	 	
July 28, 2009  	By:  	/s/ Dennis J. Letham  	 	
 	 	Dennis J. Letham 	 	
 	 	Executive Vice President — Finance
and Chief Financial Officer 	 	

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EXHIBIT INDEX
 	 	 	
Exhibit No.	 	Description	
 	 	 	
10.1	 	Amendment No. 2, dated July 23, 2009, to Amended and Restated Five-Year Revolving Credit Agreement dated April 20, 2007, as amended as of September 26, 2007, among Anixter Inc., Bank of America, N.A., as Administrative Agent, and other banks named therein.	
 	 	 	
10.2	 	Amendment No. 7 to Amended and Restated Receivables Purchase Agreement, dated July 24, 2009, among Anixter Receivables Corporation, as Seller, Anixter Inc., as Servicer, JPMorgan Chase Bank, N.A., as Agent and the other financial institutions named therein.	
 	 	 	
10.3	 	Amendment No. 4 to Amended and Restated Receivables Sale Agreement, dated July 24, 2004, between Anixter Inc. and Anixter Receivables Corporation.	
 	 	 	
99.1	 	Press Release, dated July 28, 2009, issued by Anixter International Inc. announcing the Amendment to Credit Agreement and Renewal of Accounts Receivable Securitization Program.	
 	 	 	
99.2	 	Earnings Press Release, dated July 28, 2009, issued by Anixter International Inc.	

EXHIBIT 10.1
SECOND AMENDMENT
     THIS SECOND AMENDMENT dated as of July 23, 2009 (this “ Amendment ”) amends the Amended and Restated Five-Year Revolving Credit Agreement dated as of April 20, 2007, as amended as of September 26, 2007 (as previously amended, the “ Credit Agreement ”), among Anixter Inc. (“ Anixter ”), various subsidiaries of Anixter (the “ Borrowing Subsidiaries ”), various financial institutions (the “ Lenders ”) and Bank of America, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), Swing Line Lender and L/C Issuer. Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.
     WHEREAS, Anixter, the Borrowing Subsidiaries, the Lenders and the Administrative Agent have entered into the Credit Agreement; and
     WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more fully set forth herein;
     NOW, THEREFORE, the parties hereto agree as follows:
     SECTION 1 Amendments . Subject to the satisfaction of the conditions precedent set forth in Section 4 , the Credit Agreement shall be amended as follows. (Text being inserted in the Credit Agreement is indicated herein by the use of an italic font.)
     1.1 Deletion and Replacement of Definitions . Section 1.01 is amended by (i) deleting the definitions of “ Aggregate Tranche 1 Commitments ”, “ Aggregate Tranche 2 Commitments ”, “ Tranche 1 Commitment ”, “ Tranche 1 Lender ”, “ Tranche 1 Loan ”, “ Tranche 1 Outstandings ”, “ Tranche 1 Pro Rata Share ”, “ Tranche 2 Commitment ”, “ Tranche 2 Lender ”, “ Tranche 2 Loan ”, “ Tranche 2 Outstandings ” and “ Tranche 2 Pro Rata Share ”; (ii) replacing all references to “Aggregate Tranche 1 Commitments” or “Aggregate Tranche 2 Commitments” with references to “Aggregate Commitments”; and (iii) amending the following definitions in their entirety to read as follows:
      “ Aggregate British Pound Sterling Commitments ” means US$100,000,000, as such amount may be modified from time to time in accordance with this Agreement. The Aggregate British Pound Sterling Commitments are part of, and not in addition to, the Aggregate Commitments. The aggregate amount of the Aggregate British Pound Sterling Commitments and the Aggregate Canadian Dollar Commitments shall not exceed US$125,000,000.
      “ Aggregate Canadian Dollar Commitments ” means US$25,000,000, as such amount may be modified from time to time in accordance with this Agreement. The Aggregate Canadian Dollar Commitments are part of, and not in addition to, the Aggregate Commitments. The aggregate amount of the Aggregate British Pound Sterling

 

Commitments and the Aggregate Canadian Dollar Commitments shall not exceed US$125,000,000.
      “ Aggregate Commitments ” means US$350,000,000, as such amount may be reduced or adjusted from time to time in accordance with this Agreement.
      “ Class ” means the character of certain Loans as Committed Loans, Swing Line Loans, British Pound Sterling Loans or Canadian Dollar Loans.
      “ Commitment ” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01 , (b) purchase participations in L/C Obligations, (c) purchase participations in Swing Line Loans, (d) purchase participations in British Pound Sterling Loans and (e) purchase participations in Canadian Dollar Loans and Canadian Banker’s Acceptances, and in an aggregate principal Dollar Equivalent amount at any one time outstanding not to exceed the US Dollar amount of such Commitment set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be modified from time to time in accordance with this Agreement.
      “ Committed Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, if applicable, 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 .
      “ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.
      “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing of Loans.
      “ Letter of Credit Sublimit ” means an amount equal to US$20,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.
      “ Pro Rata Share ” means, as to any 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.
      “ Swing Line Sublimit ” means an amount equal to US$15,000,000. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.
      “ Total Outstandings ” means at any time the aggregate outstanding principal amount (or Dollar Equivalent principal amount, as applicable) of all
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Loans, Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans and all L/C Obligations and the Dollar Equivalent amount of the unpaid portion of the face amount of all Canadian Banker’s Acceptances.
      “ Voting Percentage ” means, as to any Lender, (a) at any time when the Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the Commitments, the percentage (carried out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such Lender’s Committed Loans, plus (B) such Lender’s Pro Rata Share (if any) of the Outstanding Amount of Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances and L/C Obligations, then constitutes of (ii) the Total Outstandings; provided that if any Lender has failed to fund any portion of the Committed Loans, or participations in Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances or L/C Obligations required to be funded by it hereunder, such Lender’s Voting Percentage shall be deemed to be —0-, and the respective Pro Rata Shares 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.
     1.2 Addition of Definitions . Section 1.01 is further amended by adding thereto the following definitions in proper alphabetical sequence:
      “ Second Amendment ” means the Second Amendment dated as of July 23, 2009 to this Agreement.
      “ Second Amendment Effective Date ” means the effective date of the Second Amendment.
     1.3 Pricing. Section 1.01 is further amended by replacing the table in the definition of “Applicable Margin” with the following:
 	 	 	 	 	 	 	 	 	
Applicable Margin	
 	 	Debt Ratings	 	 	 	Eurocurrency	 	 	
Pricing	 	S&P/Moody’s/	 	 	 	Rate +/	 	Base Rate	
Level	 	Fitch	 	Facility fee	 	Letter of Credit fee	 	+	
1	 	³ BBB+/Baa1/BBB+	 	0.15%	 	1.25%	 	0.25%	
2	 	BBB/Baa2/BBB	 	0.20%	 	1.50%	 	0.50%	
3	 	BBB-/Baa3/BBB-	 	0.25%	 	1.75%	 	0.75%	
4	 	BB+/Ba1/BB+	 	0.50%	 	2.00%	 	1.00%	
5	 	BB/Ba2/BB	 	0.50%	 	2.25%	 	1.25%	
6	 	£ BB-/Ba3/BB-	 	0.50%	 	2.50%	 	1.50%	
     1.4 Committed Loans . Section 2.01 is amended in its entirety to read as follows:
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      2.01 Committed Loans.
      Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Committed Loan ”) in Available Currencies to the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Committed Borrowing, (i) the Total Outstandings 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 Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances and L/C Obligations, shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers 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.
     1.5 Funding Procedures, etc. Section 2.02(b) is amended in its entirety to read as follows:
      (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 a Borrower the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each applicable Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds in the applicable currency at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by such Borrower.
     1.6 References to Tranche 1 . Sections 2.03, 2.04, 2.05 and 2.06 are amended so that each reference therein to a Tranche 1 Lender, its Tranche 1 Commitment, its Tranche 1 Loans and its Tranche 1 Pro Rata Share shall be references to, respectively, a Lender, its Commitment, its Committed Loans and its Pro Rata Share.
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     1.7 Deemed Borrowings . Section 2.06(c)(i) is further amended so that the sixth sentence thereof reads in its entirety as follows: In such event, Anixter shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).
     1.8 Prepayments . Section 2.07(a) is amended in its entirety to read as follows:
      (a) The Borrowers 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., (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans shall be in a Dollar Equivalent principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of US$1,000,000 or a whole multiple of US$500,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Committed Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 . Each such prepayment of Committed Loans shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares.
     1.9 Commitment Reductions . Section 2.08 is amended in its entirety to read as follows:
      2.08 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 Total Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of US$1,000,000 or any whole multiple of US$500,000 in excess thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination of the Aggregate 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 related facility fees accrued
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until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
     1.10 Facility Fees . Section 2.11(a) is amended in its entirety to read as follows:
      (a) Facility Fees . 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 in respect of the Commitments shall accrue at all times from the Closing Date until the Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. 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.
     1.11 Maintaining Pro Rata Shares . Section 2.20(f) is amended so that the last sentence thereof reads in its entirety as follows: In addition, on the Scheduled Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05 ) to the extent necessary to keep outstanding Committed Loans ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date.
     1.12 Restricted Payments . Section 7.05 is amended in its entirety to read as follows:
      7.05 Payments to AXE. No Borrower shall, and Anixter shall not permit any Subsidiary of Anixter to, directly or indirectly declare or make any payment, distribution or contribution to or investment in AXE (whether in cash or otherwise), provided that (a) so long as no Event of Default or Default exists or would result from such payment, Anixter may make cash payments to AXE if either (i) the proceeds of such payment are immediately used by AXE to pay dividends or repurchase shares of its stock (or warrants, options or other rights in respect of such shares) and the aggregate amount of all such payments made after the Second Amendment Effective Date does not exceed the sum of (A) $150,000,000 and (B) 50% of cumulative Consolidated Net Income for all Fiscal Quarters ending after the Second Amendment Effective Date; or (ii) the proceeds of such payment are immediately used by AXE to prepay, purchase or redeem outstanding Indebtedness of AXE and after giving effect to such payment, the Aggregate Commitments will exceed the Total Outstandings by not less than $50,000,000; (b) Anixter and its Subsidiaries may make payments permitted by the parenthetical clause at the end of Section 7.07 ; and (c) Anixter and its Subsidiaries may make payments to AXE (i) that are applied by AXE to pay its actual income tax liabilities in respect of income earned by Anixter and its
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Subsidiaries, (ii) that are in repayment of intercompany loans made by AXE to Anixter or such Subsidiary, or (iii) that are applied by AXE to make any cash settlements to management or employees under equity awards consistent with its past practice not in excess of US$5,000,000 in the aggregate in any calendar year.
     1.13 Fixed Charge Coverage Ratio . Section 7.17 is amended in its entirety to read as follows:
      7.17 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) 2.25 to 1 for any period ending prior to the last day of the fourth Fiscal Quarter of 2010, (b) 2.50 to 1 for any period ending on or after the last day of the fourth Fiscal Quarter of 2010 but on or prior to the last day of the fourth Fiscal Quarter of 2011 or (c) 3.00 to 1 for any period ending after the last day of the fourth Fiscal Quarter of 2011.
     1.14 Commitment Schedule . Schedule 2.01 is replaced by Section 2.01 hereto.
     1.15 Form of Committed Loan Notice . Exhibit A-1 is replaced by Exhibit A-1 hereto.
     SECTION 2 Reaffirmation of Guaranty . By its signature hereto, each Guarantor ratifies and confirms the provisions of the Guaranty with respect to all Loans made by any Lender to the Borrowers.
     SECTION 3 Warranties . Each Borrower represents and warrants to the Administrative Agent and the Lenders that, after giving effect to the effectiveness of this Amendment, (a) each warranty set forth in Article V of the Credit Agreement is true and correct in all material respects, except to the extent that such warranty specifically refers to an earlier date, and (b) no Default or Event of Default exists.
     SECTION 4 Effectiveness of Amendment . The amendments set forth in Section 1 above shall become effective when the Administrative Agent shall have received all of the following (provided that the following are received on or before July 23, 2009): (i) counterparts of this Amendment executed by Anixter, the Borrowing Subsidiaries, the Guarantors, the Required Lenders and the Administrative Agent; (ii) all documents as shall reasonably demonstrate the corporate power and authority of the Loan Parties organized under the laws of a U.S. state to enter into, and the validity with respect to such Loan Parties of, this Amendment and the other Loan Documents and any other matters relevant hereto (including opinions of counsel), all in form and substance satisfactory to the Administrative Agent; (iii) any governmental and third party approvals necessary or advisable in connection with the execution, delivery and performance of this Amendment by the Loan Parties; and (iv) for the account of each Lender that delivers a signed counterpart hereof to the Administrative Agent by 4:00 p.m. Central time on July 20, 2009, an amendment fee in amount equal to 25 basis points multiplied by the amount of such Lender’s Commitment after giving effect to this Amendment.
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     SECTION 5 Miscellaneous .
     5.1 Continuing Effectiveness, etc. As herein amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness of this Amendment, all references in the Credit Agreement and the other Loan Documents to “Credit Agreement” or similar terms shall refer to the Credit Agreement as amended hereby.
     5.2 Counterparts . This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. Delivery of a signed signature page hereto by facsimile or e-mail (in a .pdf or similar file) shall be effective as delivery of a manually signed counterpart hereof.
     5.3 Governing Law . This Amendment shall be a contract made under and governed by the laws of the State of Illinois.
     5.4 Successors and Assigns . This Amendment shall be binding upon Anixter, the Borrowing Subsidiaries, the Guarantors, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of Anixter, the Borrowing Subsidiaries, the Lenders and the Administrative Agent and the respective successors and assigns of the Lenders and the Administrative Agent.
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     Delivered as of the day and year first above written.
 	 	 	 	 	
 	ANIXTER INC., as Borrower
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
 	ANIXTER INTERNATIONAL BVBA, as a Borrowing Subsidiary
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
 	ANIXTER INTERNATIONAL LTD., as a Borrowing Subsidiary
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	Attorney 	 	
 	
 	ANIXTER CANADA INC., as a Borrowing Subsidiary
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	ANIXTER EURINVEST B.V., as a Borrowing Subsidiary
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	Attorney-in-fact 	 	
 	
Second Amendment
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 	GUARANTORS:

ANIXTER INTERNATIONAL INC.
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
 	ANIXTER-REAL ESTATE, INC.
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
 	ANIXTER INFORMATION SYSTEMS CORPORATION
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
 	ANIXTER FINANCIAL INC.
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
 	ANIXTER PROCUREMENT CORPORATION
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
Second Amendment
 S-2 

 

 	 	 	 	 	
 	BANK OF AMERICA, N.A., as Administrative Agent
 	 	
 	By:  	/s/ Joan Mok  	 	
 	 	Name:  	Joan Mok  	 	
 	 	Title:  	Vice President 	 	
 	
 	BANK OF AMERICA, N.A., as a Lender, Swing
Line Lender and L/C Issuer
 	 	
 	By:  	/s/ Brian Lukehart  	 	
 	 	Name:  	Brian Lukehart 	 	
 	 	Title:  	Vice President 	 	
 	
Second Amendment
 S-3 

 

 	 	 	 	 	
 	THE BANK OF NOVA SCOTIA, as
Co-Documentation Agent and Lender
 	 	
 	By:  	/s/ Ning Cai  	 	
 	 	Name:  	Ning Cai 	 	
 	 	Title:  	Director 	 	
 	
Second Amendment
 S-4 

 

 	 	 	 	 	
 	JPMORGAN CHASE BANK, N.A., as
Co-Documentation Agent and Lender
 	 	
 	By:  	/s/ Suzanne D. Ergastolo  	 	
 	 	Name:  	Suzanne D. Ergastolo 	 	
 	 	Title:  	Vice President 	 	
 	
Second Amendment
 S-5 

 

 	 	 	 	 	
 	WACHOVIA BANK NATIONAL ASSOCIATION, as
Co-Documentation Agent and a Lender
 	 	
 	By:  	/s/ C. Jeffrey Seaton  	 	
 	 	Name:  	C. Jeffrey Seaton 	 	
 	 	Title:  	Managing Director 	 	
 	 	 	
 	By:  	/s/ C. Jeffrey Seaton  	 	
 	 	Name:  	C. Jeffrey Seaton 	 	
 	 	Title:  	Managing Director 	 	
 	
Second Amendment
 S-6 

 

 	 	 	 	 	
 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Syndication Agent and a
Lender
 	 	
 	By:  	/s/ Charles W. Reed  	 	
 	 	Name:  	Charles W. Reed 	 	
 	 	Title:  	Vice President 	 	
 	
Second Amendment
 S-7 

 

 	 	 	 	 	
 	NATIONAL CITY BANK, as a Lender
 	 	
 	By:  	/s/ Jon R. Hinard  	 	
 	 	Name:  	Jon R. Hinard 	 	
 	 	Title:  	Senior Vice President 	 	
 	
Second Amendment
 S-8 

 

 	 	 	 	 	
 	SUNTRUST BANK, as a Lender
 	 	
 	By:  	/s/ Baerbel Freudenthaler  	 	
 	 	Name:  	Baerbel Freudenthaler 	 	
 	 	Title:  	Vice President 	 	
 	
Second Amendment
 S-9 

 

 	 	 	 	 	
 	BNP PARIBAS, as a Lender
 	 	
 	By:  	/s/ Todd Rodgers  	 	
 	 	Name:  	Todd Rodgers 	 	
 	 	Title:  	Director 	 	
 	 	 	
 	By:  	/s/ William Davidson  	 	
 	 	Name:  	William Davidson 	 	
 	 	Title:  	Director 	 	
 	
Second Amendment
 S-10 

 

 	 	 	 	 	
 	KEYBANK NATIONAL ASSOCIATION, as a Lender
 	 	
 	By:  	/s/ Frank J. Jancar  	 	
 	 	Name:  	Frank J. Jancar 	 	
 	 	Title:  	Vice President 	 	
 	
Second Amendment
 S-11 

 

 	 	 	 	 	
 	THE NORTHERN TRUST COMPANY, as a Lender
 	 	
 	By:  	/s/ Patrick Cowan  	 	
 	 	Name:  	Patrick Cowan 	 	
 	 	Title:  	Vice President 	 	
 	
Second Amendment
 S-12 

 

 	 	 	 	 	
 	THE ROYAL BANK OF SCOTLAND PLC, as a Lender
 	 	
 	By:  	/s/ Angela Reilly  	 	
 	 	Name:  	Angela Reilly 	 	
 	 	Title:  	Managing Director 	 	
 	
Second Amendment
 S-13 

 

 	 	 	 	 	
 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
 	 	
 	By:  	/s/ Mary Ann Klemm  	 	
 	 	Name:  	Mary Ann Klemm 	 	
 	 	Title:  	Vice President 	 	
 	
Second Amendment
 S-14 

 

SCHEDULE 2.01
COMMITMENTS AND PRO RATA SHARES
 	 	 	 	 	 	 	 	 	
Lender	 	Commitment	 	Pro Rata Share	

Bank of America, N.A.	 	US$	45,888,888.89	 	 	 	13.111111111	%	
The Bank of Nova Scotia	 	US$	38,111,111.11	 	 	 	10.888888889	%	
JPMorgan Chase Bank, N.A.	 	US$	38,111,111.11	 	 	 	10.888888889	%	
Wachovia Bank National Association	 	US$	38,111,111.11	 	 	 	10.888888889	%	
Wells Fargo Bank, National Association	 	US$	38,111,111.11	 	 	 	10.888888889	%	
National City Bank	 	US$	23,333,333.33	 	 	 	6.666666667	%	
SunTrust Bank	 	US$	25,666,666.67	 	 	 	7.333333333	%	
BNP Paribas	 	US$	16,333,333.33	 	 	 	4.666666667	%	
KeyBank National Association	 	US$	21,777,777.78	 	 	 	6.222222222	%	
The Northern Trust Company	 	US$	21,000,000.00	 	 	 	6.000000000	%	
The Royal Bank of Scotland PLC	 	US$	21,777,777.78	 	 	 	6.222222222	%	
U.S. Bank, National Association	 	US$	21,777,777.78	 	 	 	6.222222222	%	
 	 	 	 	 	 	 	 	 	
Total	 	US$	350,000,000.00	 	 	 	100.000000000	%	
Schedule 2.01-1

 

SCHEDULE 2.01
COMMITMENTS AND PRO RATA SHARES
 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	British Pound	
British Pound	 	British Pound	 	Sterling Pro Rata	
Sterling Lender	 	Sterling Commitment	 	Share	

Bank of America, N.A.	 	US$	25,000,000	 	 	 	25.0	%	
JPMorgan Chase Bank, N.A.	 	US$	25,000,000	 	 	 	25.0	%	
Wachovia Bank National Association	 	US$	25,000,000	 	 	 	25.0	%	
Wells Fargo Bank, National Association	 	US$	25,000,000	 	 	 	25.0	%	
 	 	 	 	 	 	 	 	 	
Total	 	US$	100,000,000	 	 	 	100.000000000	%	
Schedule 2.01-2

 

SCHEDULE 2.01
COMMITMENTS AND PRO RATA SHARES
 	 	 	 	 	 	 	 	 	
 	 	Canadian Dollar	 	Canadian Dollar Pro	
Canadian Dollar Lender	 	Commitment	 	Rata Share	

The Bank of Nova Scotia	 	US$	25,000,000	 	 	 	100.0	%	
 	 	 	 	 	 	 	 	 	
Total	 	US$	25,000,000	 	 	 	100.000000000	%	
Schedule 2.01-3

 

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 Amended and Restated Five-Year Revolving Credit Agreement, dated as of April 20, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among Anixter Inc., certain of its Subsidiaries, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
     The undersigned hereby requests (select one):
o A Borrowing of Committed Loans
o A conversion or continuation of Committed Loans

 	1.	 	On ____________ (a Business Day).	
 		
 	2.	 	In the amount of [US$______]. [Euro ______]	
 		
 	3.	 	Comprised of                          .[Type of Committed Loan requested]	
 		
 	4.	 	For Eurocurrency Rate Loans: with an Interest Period of                                months.	
          [The Committed Borrowing requested herein complies with the proviso to the first sentence of Section 2.01 of the Agreement.]
 	 	 	 	 	
 	[BORROWER]
 	 	
 	By:  	 	 	
 	 	Name:  	 	 	
 	 	Title:  	 	 	
 	
 A-1-1 

EXHIBIT 10.2
AMENDMENT NO. 7 TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
          THIS AMENDMENT NO. 7 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (the “ Amendment ”), dated as of July 24, 2009, among ANIXTER RECEIVABLES CORPORATION, a Delaware corporation (the “ Seller ”), ANIXTER INC., a Delaware corporation (“ Anixter ”), as the initial Servicer, each financial institution party hereto as a Financial Institution, FALCON ASSET SECURITIZATION COMPANY LLC (“ Falcon ”) and THREE PILLARS FUNDING LLC (f/k/a Three Pillars Funding Corporation) (“ Three Pillars ”), as conduits, (collectively, the “ Conduits ” and each individually, a “ Conduit ”), SUNTRUST ROBINSON HUMPHREY, INC. and JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA) (“ J.P. Morgan ”), as managing agents (collectively, the “ Managing Agents ” and each individually, a “ Managing Agent ”) and J.P. Morgan, as agent for the Purchasers (the “ Agent ”).
WITNESSETH:
          WHEREAS, the Seller, Anixter, the Financial Institutions, the Conduits, the Managing Agents and the Agent are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of October 3, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”); and
          WHEREAS the parties hereto desire to amend the Agreement on the terms and conditions set forth below;
          NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
     SECTION 1. Defined Terms . Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
     SECTION 2. Amendments to the Agreement . Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the parties hereto agree that the Agreement is amended as follows:
     (a) Section 1.2 of the Agreement is hereby amended by amending and restating the second sentence of such section in its entirety to read as follows:
     “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 (i) Purchase Price (which shall not be less than $500,000 per Purchase Group) and (ii) in the event a Conduit declines to make an Incremental Purchase and such Incremental Purchase is to be funded by the related Financial Institutions, the type of Discount Rate and Tranche Period.”

 

     (b) Section 1.3 of the Agreement is hereby amended by deleting the reference to “which must be a Monthly Settlement Date or a Mid-Month Report Date,” from such section in its entirety.
     (c) Section 2.6 of the Agreement is hereby amended by deleting the reference to “three (3) Business Days” appearing therein and replacing such reference with a reference to “one (1) Business Day”.
     (d) Section 5.1(g) of the Agreement is hereby amended by deleting the reference to “any Monthly Report, any Mid-Month Report” appearing therein and replacing such reference with a reference to “any Report”.
     (e) Clause (ii) of Section 5.1(t) of the Agreement is hereby amended and restated in its entirety to read as follows:
          “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 Report and any other report delivered pursuant to Section 8.5 , each Receivable included in the Net Receivables Balance on each such Report or other report was an Eligible Receivable.”
     (f) Clause (i) of Section 6.2 of the Agreement is hereby amended and restated in its entirety to read as follows:
          “(i) all Reports and other reports as and when due under Section 8.5;”
     (g) Section 8.5 of the Agreement is hereby amended and restated in its entirety to read as follows:
          “Section 8.5 Reports . The Servicer shall prepare and forward to each Managing Agent:
     (i) on each Determination Date, a Monthly Report;
     (ii) if (x) Rating Level II is in effect or (y) Rating Level I is in effect and the Servicer has notified the Managing Agents that it will deliver Reports as if Rating Level II were in effect, on the last Business Day of each calendar month, a Mid-Month Report containing information relating to the period from the first day of the related fiscal month to and including the Friday closest to the fifteenth day of such calendar month;
     (iii) if Rating Level III is in effect, on the Tuesday of each week (or, if such day is not a Business Day, the next succeeding Business Day), a Weekly Report containing information relating to the Weekly Period then most recently ended;
     (iv) if Rating Level IV is in effect, on each Business Day, a Daily Report containing information relating to the period since the last delivery of any Report hereunder;
 -2- 

 

     (v) at such times as either Managing Agent shall reasonably request, a report in the form of a Monthly Report updating the information contained in the most recent Monthly Report; and
     (vi) at such times as either Managing Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables.”
     (h) Section 9.1(j) of the Agreement is hereby amended and restated in its entirety to read as follows:
          “[Intentionally Omitted.]”
     (i) Section 9.1 of the Agreement is hereby amended by adding the following new clauses (l), (m) and (n) to the end of such section:
          “(l) Failure of Seller to deliver, on or before September 23, 2009, a fully executed Collection Account Agreement (or another account control agreement that is reasonably satisfactory to the Agent) with respect to Collection Account # 8666000209 maintained at Bank of America, N.A.
          “(m) The Leverage Ratio as of the end of any Fiscal Quarter shall be greater than 3.25 to 1.00.”
          “(n) the Consolidated Fixed Charge Coverage Ratio calculated at the end of each Fiscal Quarter for the period of the immediately preceding four Fiscal Quarters shall be less than (a) 2.25 to 1.00 for any period ending prior to the last day of the fourth Fiscal Quarter of 2010, (b) 2.50 to 1.00 for any period ending on or after the last day of the fourth Fiscal Quarter of 2010 but on or prior to the last day of the fourth Fiscal Quarter of 2011 or (c) 3.00 to 1.00 for any period ending after the last day of the fourth Fiscal Quarter of 2011.”
     (j) The definition of “ Applicable Margin ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
     ““ Applicable Margin ” means 3.50%.”
     (k) The definition of “ Base Rate ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
     ““ Base Rate ” means:
          (a) with respect to each Financial Institution in the Falcon Purchase Group, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1 / 2 of 1% and (c) the LIBO Rate for a one month Tranche Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the LIBO Rate for purposes of this definition for any day shall be based on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day; and
 -3- 

 

          (b) with respect to each Financial Institution in the Three Pillars Purchase Group, for any day, a rate per annum equal to the greater of (i) the SunTrust Federal Funds Rate most recently determined by SunTrust Bank plus one half of one percent (0.50%), and (ii) the SunTrust Prime Rate.
          Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, the SunTrust Federal Funds Rate or the LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, the SunTrust Federal Funds Rate or the LIBO Rate, respectively.”
     (l) The definition of “ Credit Agreement ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
          ““ Credit Agreement ” means that certain Amended and Restated Five-Year Revolving Credit Agreement dated as of April 20, 2007 by and among Anixter, the Subsidiaries of Anixter identified as Borrowing Subsidiaries thereunder, Bank of America, N.A. as Administrative Agent, Wells Fargo Bank, N.A. as Syndication Agent, JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia as Co-Documentation Agents, and the lenders party thereto from time to time, as the same may be amended, restated, supplemented or otherwise modified from time to time.”
     (m) The definition of “ Default Fee ” set forth in Exhibit I to the Agreement is hereby amended by deleting the reference to the percentage “2.25%” appearing in such definition and replacing such percentage with the percentage “4.5%”.
     (n) The definition of the term “ Dilution Reserve Ratio ” set forth in Exhibit I to the Agreement is hereby amended by deleting therefrom the reference to “2.0” and replacing such reference with a reference to “Stress Factor”.
     (o) The definition of “ Excluded Receivable ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
          ““ Excluded Receivable ” means indebtedness and other obligations owed to Originator, in respect of: (i) all accounts receivable generated by Originator’s Latin American export locations, (ii) all accounts receivable generated by Originator’s “Pacer”, “IMS”, “QSN”, “Pentacon” and “World Class Wire and Cable” divisions which are not included in Originator’s main subledger system, (iii) all accounts receivable generated by any of Originator’s divisions which are acquired after July 24, 2009 which are not included in Originator’s main subledger system, (iv) all accounts receivable owing by Obligors with the following customer numbers: 139661 or 804470 (in each case, as such customer numbers are in effect or otherwise categorized as of July 24, 2009), (v) all accounts receivable owing by Obligors with the following customer prefixes: N-N, NN+ or ORO (in each case, as such customer prefixes are in effect or otherwise categorized as of July 24, 2009) and (vi) all accounts receivable existing at Originator’s general corporate division coded WC (as such division is in effect or otherwise structured as of July 24, 2009).”
 -4- 

 

     (p) The definition of “ Liquidity Termination Date ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
          ““ Liquidity Termination Date ” means July 23, 2010.”
     (q) The definition of “ Loss Horizon Ratio ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
          ““ 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 Applicable Loss Horizon Period by (ii) the aggregate Net Receivables Balance as at the last day of the most recently ended Collection Period.”
     (r) The definition of the term “ Loss Reserve ” set forth in Exhibit I to the Agreement is hereby amended by deleting the reference to the percentage “9%” appearing in such definition and replacing such percentage with the percentage “12%”.
     (s) The definition of the term “ Loss Reserve Ratio ” set forth in Exhibit I to the Agreement is hereby amended by deleting therefrom the reference to “2.0” and replacing such reference with a reference to “Stress Factor”.
     (t) The definition of “ Purchase Limit ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
          ““ Purchase Limit ” means $200,000,000, as such amount may be increased or decreased in accordance with the provisions of Article XII .”
     (u) The definition of “ Three Pillars Broken Funding Costs ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
          ““ Three Pillars Broken Funding Costs ” if
          (a) any request for an Incremental Purchase is made and such Incremental Purchase does not occur; or
          (b) any Incremental Purchase or Reinvestment that is funded through the issuance of commercial paper (a “ CP Rate Funding ”) or any Incremental Purchase or Reinvestment that is not funded through the issuance of commercial paper (an “ Alternate Rate Funding ”) (i) in either such case, has its principal reduced without compliance by Seller with the notice requirements hereunder, (ii) [Reserved], (iii) in the case of a CP Rate Funding, is assigned under any Three Pillars Credit Agreement to the related Three Pillars Credit Bank for credit related reasons, due to a termination event or event of default or as required under the Three Pillars Credit Agreement or (iv) in the case of an Alternate Rate Funding, is terminated or reduced prior to the last day of the then current Settlement Period,
 -5- 

 

then, the amount of “Three Pillars Broken Funding Costs” related thereto shall be equal to the excess, if any, of (1) the CP Costs and fees that would have accrued during the remainder of the Settlement Period determined by SunTrust to relate to such Incremental Purchase or Reinvestment subsequent to, as applicable, the proposed date related to such failure to complete such Incremental Funding or Reinvestment or the date of such reduction, assignment or termination, assuming that, as applicable, such Incremental Purchase or Reinvestment had occurred, such reduction, assignment or termination had not occurred or such notice had not been delivered, over (2) the income, if any, actually received during the remainder of such period by Three Pillars from investing the principal related to, as applicable, such Incremental Purchase that did not occur or such reduction, assignment or termination that did not occur. All Three Pillars Broken Funding Costs shall be due and payable hereunder upon demand.”
     (v) The definition of the term “ Tranche Period ” set forth in Exhibit I to the Agreement is hereby amended by deleting the phrase “one, two, three or six months” appearing in clause (a) thereof and replacing such phrase with the phrase “one, two or three months”.
     (w) The following definitions are hereby added to Exhibit I to the Agreement in the appropriate alphabetical locations:
          “ 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 Anixter International Inc. 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 Financial Institutions. 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.
          “ Applicable Loss Horizon Period ” means, at any time:
          (a) if Rating Level I is in effect, the four Collection Periods most recently ended;
          (b) if (x) Rating Level II is in effect or (y) Rating Level I is in effect and the Servicer has notified the Managing Agents that it will deliver Reports as if Rating Level II were in effect (and the Servicer is actually delivering Reports as if Rating Level II were in effect), the three Collection Periods most recently ended and one-half of the fourth Collection Period most recently ended;
 -6- 

 

          (c) if Rating Level III is in effect, the three Collection Periods most recently ended and one-quarter of the fourth Collection Period most recently ended; and
          (d) if Rating Level IV is in effect, the three Collection Periods most recently ended.
     For purposes of clarification, if any Applicable Loss Horizon Period includes a fraction of a Collection Period, the aggregate Outstanding Balance of all Receivables generated during such fraction of such Collection Period for purposes of calculating the Loss Horizon Ratio shall be calculated by multiplying (a) such fraction by (b) the aggregate Outstanding Balance of all Receivables generated during such Collection Period.
          “ Consolidated EBITDA ” means, 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 ” means, 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 ” means, for any period, the net interest expense of the Consolidated Group (including the interest component of capital leases, the interest component of synthetic lease obligations, facility fees, and fees for standby letters of credit, excluding amortization of deferred financing fees) 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 (as defined in the Credit Agreement) (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), (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 (as defined in the Credit Agreement), and (e) without duplication, all Accommodation Obligations (as defined in the Credit Agreement) with
 -7- 

 

respect to Indebtedness of the type specified in subsections (a), (b), (c) and (d) above of Persons other than Anixter or any of its Subsidiaries.
          “ Consolidated Group ” means 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.
          “ Daily Report ” means a report, in substantially the form of Exhibit XIII hereto (appropriately completed), furnished by the Servicer to the Managing Agents pursuant to Section 8.5 .
          “ Debt Rating ” for any Person at any time means the then current rating by (i) S&P, (ii) Moody’s or (iii) any other nationally recognized statistical rating agency of such Person’s long term public senior unsecured noncredit enhanced debt.
          “ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.
          “ Fiscal Quarter ” means a 13-week accounting period of Anixter ending on or about March 31, June 30, September 30 or December 31 of any fiscal year.
          “ Leverage Ratio ” means, as of any date of determination, for Anixter and its Subsidiaries on a consolidated basis, the ratio of (a) the Consolidated Funded Indebtedness of the Consolidated Group 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 of its Subsidiaries 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 Agent (which shall promptly deliver to each Financial Institution) 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 Financial Institutions do not object to such assumptions and/or calculations within ten (10) Business Days after receipt thereof; and (b) any divestiture of a Subsidiary, division or other operating unit made during such period.
          “ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
 -8- 

 

          “ Rating Level ” means, any of the following based upon the Debt Rating of Anixter then in effect:
          Rating Level I: Greater than or equal to BBB- by S&P and Baa3 by Moody’s;
          Rating Level II: Less than BBB- by S&P or Baa3 by Moody’s but greater than or equal to BB by S&P or Ba2 by Moody’s;
          Rating Level III: Less than BB by S&P and Ba2 by Moody’s but greater than or equal to B+ by S&P and B1 by Moody’s; and
          Rating Level IV: Less than B+ by S&P or B1 or by Moody’s or unrated by S&P or Moody’s.
     “ 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.
     “ Report ” means a Monthly Report, a Mid-Month Report, a Weekly Report or a Daily Report, as applicable.
     “ Stress Factor ” means, as of any date, (i) if the Servicer’s Debt Ratings are greater than or equal to BB- and Ba3 as of such date, 2.0 and (ii) at all other times, 2.25.
     “ Weekly Period ” means, a period commencing on a Monday and ending on the immediately following Sunday.
     “ Weekly Report ” means a report, in substantially the form of Exhibit XII hereto (appropriately completed), furnished by the Servicer to the Managing Agents pursuant to Section 8.5 .”
     (x) The definition of “Bank One Federal Funds Rate” set forth in Exhibit I to the Agreement is hereby deleted in its entirety.
     (y) Schedule A to the Agreement is hereby replaced with Schedule A attached hereto.
     (z) Exhibit IV to the Agreement is hereby replaced with Exhibit IV attached hereto.
     (aa) The Agreement is hereby amended by adding Exhibits XII and XIII thereto in the forms of Exhibits XII and XIII attached hereto.
     SECTION 3. Effective Date . This Amendment shall become effective and shall be deemed effective as of the date first written above when:
     (a) the Agent shall have received counterparts hereof executed by each Person for which a signature block is attached hereto;
 -9- 

 

     (b) the Agent shall have received counterparts to Amendment No. 4 to Amended and Restated Receivables Sale Agreement executed by each Person for which a signature block is attached thereto;
     (c) the Seller shall have paid all invoiced audit and legal fees of Sidley Austin LLP and Protiviti Inc. incurred by the Agent in connection with the transactions contemplated by this Amendment and the Agreement; and
     (d) the Managing Agents shall have received (1) counterparts to the Third Amended and Restated Fee Letter duly executed by each Person for which a signature is attached thereto and (2) all fees payable on the date hereof pursuant to such Third Amended and Restated Fee Letter.
     SECTION 4. Representations and Warranties of the Seller Parties . In order to induce the parties hereto to enter into this Amendment, each of the Seller Parties represents and warrants to the Agent and the Purchasers, as to itself, that:
     (a) The representations and warranties of such Seller Party set forth in Section 5.1 of the Agreement, as hereby amended, are true, correct and complete on the date hereof as if made on and as of the date hereof and there exists no Amortization Event or Potential Amortization Event on the date hereof, provided that in the case of any representation or warranty in Section 5.1 that expressly relates to facts in existence on an earlier date, the reaffirmation thereof under this Section 4(a) shall be made as of such earlier date.
     (b) The execution and delivery by such Seller Party of this Amendment has been duly authorized by proper corporate proceedings of such Seller Party and this Amendment, and the Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally.
     SECTION 5. Ratification . The Agreement, as amended hereby, is hereby ratified, approved and confirmed in all respects.
     SECTION 6. Reference to Agreement . From and after the effective date hereof, each reference in the Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreement, as amended by this Amendment.
     SECTION 7. CHOICE OF LAW . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
     SECTION 8. Execution of Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
 -10- 

 

shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
     SECTION 9. Sale and Assignment .
     (a) In consideration of the payment of $85,784.31 at or before 11:00 a.m. (New York time) on the date hereof and concurrently with the effectiveness hereof, Three Pillars hereby sells and assigns to Falcon, and Falcon hereby purchases and assumes from Three Pillars, $85,784.31 of outstanding Capital held by Three Pillars before giving effect to this Section 9 (the “ Assigned Amount ”). Immediately after giving effect to this Section 9 , (i) Three Pillars shall hold $1,875,000 in outstanding Capital and (ii) Falcon shall hold $3,125,000 in outstanding Capital.
     (b) All accrued and unpaid fees and CP Costs in respect of the Assigned Amount until but excluding the date hereof shall be paid to SunTrust Robinson Humphrey, Inc. as Managing Agent for the Three Pillars Purchase Group, and all other amounts in respect of the Assigned Amount from and including the date hereof shall be paid to J.P. Morgan as Managing Agent for the Falcon Purchase Group.
     (c) By executing and delivering this Amendment, Three Pillars and Falcon confirm to and agree with each other, the Agent, the Managing Agents and the Financial Institutions as follows: (1) other than the representation and warranty that it has not created any Adverse Claim upon any interest being transferred hereunder, Three Pillars 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 Agreement, the Liquidity Agreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Falcon, the Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (2) Three Pillars 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; and (3) Falcon will, independently and without reliance upon the Agent, any Conduit, any Managing Agent, 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 Agreement, the Liquidity Agreement and the Transaction Documents.
* * * * *
 -11- 

 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first written above:
 	 	 	 	 	
 	ANIXTER RECEIVABLES CORPORATION, as the Seller
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
 	ANIXTER INC.,
as the initial Servicer
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
Signature Page to
Amendment No. 7 to Amended and Restated Receivables Purchase Agreement

 

 	 	 	 	 	
 	FALCON ASSET SECURITIZATION
COMPANY LLC

By: JPMorgan Chase Bank, N.A., its attorney-in-fact
 	 	
 	By:  	/s/ Joel Gedroic  	 	
 	 	Name:  	Joel Gedroic 	 	
 	 	Title:  	Executive Director 	 	
 	
 	JPMORGAN CHASE BANK, N.A., as a Financial
Institution, a Managing Agent and as Agent
 	 	
 	By:  	/s/ Joel Gedroic  	 	
 	 	Name:  	Joel Gedroic 	 	
 	 	Title:  	Executive Director 	 	
 	
Signature Page to
Amendment No. 7 to Amended and Restated Receivables Purchase Agreement

 

 	 	 	 	 	
 	THREE PILLARS FUNDING LLC (f/k/a Three Pillars
Funding Corporation)
 	 	
 	By:  	/s/ Doris Hearn  	 	
 	 	Name:  	Doris Hearn 	 	
 	 	Title:  	Authorized Signatory 	 	
 	
 	SUNTRUST BANK, as a
Financial Institution
 	 	
 	By:  	/s/ Robert Maddox  	 	
 	 	Name:  	Robert Maddox 	 	
 	 	Title:  	Director 	 	
 	
 	SUNTRUST ROBINSON HUMPHREY, INC., as a
Managing Agent
 	 	
 	By:  	/s/ Joseph R. Franke  	 	
 	 	Name:  	Joseph R. Franke 	 	
 	 	Title:  	Director 	 	
 	
Signature Page to
Amendment No. 7 to Amended and Restated Receivables Purchase Agreement

 
SCHEDULE A
COMMITMENTS OF FINANCIAL INSTITUTIONS; PURCHASE LIMITS
FALCON PURCHASE GROUP
PURCHASE GROUP LIMIT: $125,000,000
 	 	 	 	 	
Financial Institution	 	Back-up Commitment	 	Liquidity Commitment	
 	 	 	 	 	
JPMorgan Chase Bank, N.A.	 	$125,000,000	 	$127,500,000	
THREE PILLARS PURCHASE GROUP
PURCHASE GROUP LIMIT: $75,000,000
 	 	 	 	 	
Financial Institution	 	Back-up Commitment	 	Liquidity Commitment	
 	 	 	 	 	
SunTrust Bank	 	$75,000,000	 	$76,500,000	

 
EXHIBIT IV
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bank Name	 	Address	 	ABA	 	Account Name	 	Lockbox ID #	 	Account #	 	Account
Type	 	Lockbox Address	 	Lockbox
Agreements	
Bank of America, N.A.	 	231 South LaSalle St.
Chicago, IL 60697	 	026009593	 	Credit Card	 	 	 	8666000209	 	Deposit	 	 	 	N/A	
 	 	 	 	 	 	Depository	 	98908	 	8666600206	 	Deposit	 	P.O. Box 98908
840 Canal
Chicago, IL 60693	 	Yes	
 		
Bank of America, N.A.	 	1401 Elm Street
Dallas, TX 75202	 	026009593	 	WireXpress	 	847481	 	3751592314	 	Deposit	 	P.O. Box 847481
Dallas, TX 75284-7481	 	Yes	
 	 	 	 	 	 	Depository	 	847428	 	3751592291	 	Deposit	 	P.O. Box 847428
Dallas, TX 75284-7428	 	Yes	

 

EXHIBIT XII
Form of Weekly Report
[attached]

 

EXHIBIT XIII
Form of Daily Report
[attached]

EXHIBIT 10.3
AMENDMENT NO. 4 TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
          THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (the “ Amendment ”), dated as of July 24, 2009, between ANIXTER INC., a Delaware corporation, (the “ Originator ”) and ANIXTER RECEIVABLES CORPORATION, a Delaware corporation (the “ Buyer ”).
WITNESSETH:
          WHEREAS, the Originator and the Buyer are parties to that certain Amended and Restated Receivables Sale Agreement, dated as of October 3, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”); and
          WHEREAS the parties hereto desire to amend the Agreement on the terms and conditions set forth below;
          NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
     SECTION 1. Defined Terms . Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
     SECTION 2. Amendments to the Agreement . Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the parties hereto agree that the Agreement is amended as follows:
     (a) The definition of “ Excluded Receivable ” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:
     ““ Excluded Receivable ” means indebtedness and other obligations owed to Originator, in respect of: (i) all accounts receivable generated by Originator’s Latin American export locations, (ii) all accounts receivable generated by Originator’s “Pacer”, “IMS”, “QSN”, “Pentacon” and “World Class Wire and Cable” divisions which are not included in Originator’s main subledger system, (iii) all accounts receivable generated by any of Originator’s divisions which are acquired after July 24, 2009 which are not included in Originator’s main subledger system, (iv) all accounts receivable owing by Obligors with the following customer numbers: 139661 or 804470 (in each case, as such customer numbers are in effect or otherwise categorized as of July 24, 2009), (v) all accounts receivable owing by Obligors with the

 

following customer prefixes: N-N, NN+ or ORO (in each case, as such customer prefixes are in effect or otherwise categorized as of July 24, 2009) and (vi) all accounts receivable existing at Originator’s general corporate division coded WC (as such division is in effect or otherwise structured as of July 24, 2009).”
     (b) Exhibit III to the Agreement is hereby replaced with Exhibit III attached hereto.
     SECTION 3. Effective Date . This Amendment shall become effective and shall be deemed effective as of the date first written above when the parties shall have received a copy of this Amendment duly executed by each of the parties hereto.
     SECTION 4. Representations and Warranties of the Originator . In order to induce the parties hereto to enter into this Amendment, the Originator represents and warrants to the Buyer, as to itself, that the execution and delivery by such Originator of this Amendment has been duly authorized by proper corporate proceedings of such Originator and this Amendment, and the Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of such Originator, enforceable against such Originator in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally.
     SECTION 5. Ratification . The Agreement, as amended hereby, is hereby ratified, approved and confirmed in all respects.
     SECTION 6. Reference to Agreement . From and after the effective date hereof, each reference in the Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreement, as amended by this Amendment.
     SECTION 7. CHOICE OF LAW . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
     SECTION 8. Execution of Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
*****
 2 

 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first written above:
 	 	 	 	 	
 	ANIXTER INC.,
as the Originator
 	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
 	ANIXTER RECEIVABLES CORPORATION,
as the Buyer  
	 	
 	By:  	/s/ Rod Shoemaker  	 	
 	 	Name:  	Rod Shoemaker 	 	
 	 	Title:  	V.P. — Treasurer 	 	
 	
Signature Page to
Amendment No. 4 to Amended and Restated Receivables Sale Agreement

 

Acknowledged and Agreed
as of the date first written above:
 	 	 	 	 	
FALCON ASSET SECURITIZATION
COMPANY LLC
 	 	 	
By:  	JPMorgan Chase Bank, N.A., its attorney-in-fact  	 	 	
 	 	 	
By:  	/s/ Joel Gedroic  	 	 	
 	Name:  	Joel Gedroic 	 	 	
 	Title:  	Executive Director 	 	 	
 	
JPMORGAN CHASE BANK, N.A., as a Financial
Institution, a Managing Agent and as Agent
 	 	 	
By:  	/s/ Joel Gedroic  	 	 	
 	Name:  	Joel Gedroic 	 	 	
 	Title:  	Executive Director 	 	 	
Signature Page to
Amendment No. 4 to Amended and Restated Receivables Sale Agreement

 

Acknowledged and Agreed
as of the date first written above:
 	 	 	 	 	
THREE PILLARS FUNDING LLC (f/k/a Three Pillars Funding Corporation)
 	 	 	
By:  	/s/ Doris Hearn  	 	 	
 	Name:  	Doris Hearn 	 	 	
 	Title:  	Authorized Signatory 	 	 	
 	
SUNTRUST BANK, as a
Financial Institution
 	 	 	
By:  	/s/ Robert Maddox  	 	 	
 	Name:  	Robert Maddox 	 	 	
 	Title:  	Director 	 	 	
 	
SUNTRUST ROBINSON HUMPHREY INC.,
as a Managing Agent
 	 	 	
By:  	/s/ Joseph R. Franke  	 	 	
 	Name:  	Joseph R. Franke 	 	 	
 	Title:  	Director 	 	 	
 	
Signature Page to
Amendment No. 4 to Amended and Restated Receivables Sale Agreement

 
EXHIBIT III
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Lockbox	
Bank Name	 	Address	 	ABA	 	Account Name	 	Lockbox ID #	 	Account #	 	Account Type	 	Lockbox Address	 	Agreements	
Bank of America, N.A.	 	231 South LaSalle St.	 	026009593	 	Credit Card	 	 	 	8666000209	 	Deposit	 	 	 	N/A	
 	 	Chicago, IL 60697	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Depository	 	98908	 	8666600206	 	Deposit	 	P.O. Box 98908	 	Yes	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	840 Canal	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Chicago, IL 60693	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bank of America, N.A.	 	1401 Elm Street	 	026009593	 	WireXpress	 	847481	 	3751592314	 	Deposit	 	P.O. Box 847481	 	Yes	
 	 	Dallas, TX 75202	 	 	 	 	 	 	 	 	 	 	 	Dallas, TX 75284-7481	 	 	
 	 	 	 	 	 	Depository	 	847428	 	3751592291	 	Deposit	 	P.O. Box 847428	 	Yes	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Dallas, TX 75284-7428	 	 	

Exhibit 99.1
 	 	 	
FOR FURTHER INFORMATION:	
AT THE COMPANY:	 	AT FD ASHTON PARTNERS:	
Dennis Letham	 	Chris Kettmann	
Chief Financial Officer	 	Investor and Media Inquiries	
(224) 521-8601	 	(312) 553-6716	
ANIXTER INTERNATIONAL INC.
ANNOUNCES AMENDMENT AND RENEWAL OF KEY CREDIT AGREEMENTS
GLENVIEW, IL, July 28, 2009 — Anixter International Inc. (NYSE: AXE), a leading global distributor of communication products, electrical and electronic wire & cable, fasteners and other small parts, today announced that its wholly-owned subsidiary, Anixter Inc., has amended its senior unsecured revolving credit agreement and renewed its accounts receivable securitization program.
In response to the impact of the current soft economic environment, the following key changes have been made to the revolving credit agreement:

 	•	 	The consolidated fixed charge coverage ratio (as defined) has been amended to require minimum coverage of 2.25 times through September 30, 2010 (previously 3.00 times), 2.50 times from October 2010 through December 2011 (previously 3.00 times) and 3.00 times thereafter.	
 		
 	•	 	Anixter Inc. will be required to have, on a proforma basis, a minimum of $50 million of availability under the revolving credit agreement at any time it elects to prepay, purchase or redeem indebtedness of Anixter International Inc.	
 		
 	•	 	Anixter Inc. will be permitted to upstream funds to Anixter International Inc for payment of dividends and share repurchases to a maximum of $150 million plus 50 percent of Anixter Inc.’s cumulative net income from the date of the amendment forward.	
 		
 	•	 	The ratings based pricing grid has been adjusted such that the all-in drawn cost of borrowings, based on Anixter Inc.’s current credit ratings of BB+/Ba2, is now Libor plus 250 basis points on all borrowings (previously Libor plus 75 basis points on the first $350 million borrowed and Libor plus 100 basis point on the next $100 million borrowed).	
 		
 	•	 	The size of the facility has been reduced from $450 million to $350 million.	
All other material terms and conditions of the revolving credit facility remain unchanged, including the April 2012 maturity.
Anixter Inc. also renewed its accounts receivable securitization program for a new 364-day period ending in July of 2010. As a part of the renewal, the size of the facility has been reduced from $255 million to $200 million to bring it in-line with the size of the current receivable collateral base. The renewed program carries an all-in drawn funding cost of Commercial Paper (“CP”) plus 150 basis points (previously CP plus 95 basis points). Unused capacity fees increased from 45 to 55 basis points to 85 to 95 basis points. All other material terms and conditions remain unchanged.
At the end of the second quarter of 2009 the company had outstanding borrowings of $94.6 million under the amended revolving credit facility and $5.0 million of outstanding funding under the accounts receivable program.

 

Commenting on the amendment to the revolving credit facility, Dennis Letham, Executive Vice President — Finance, said, “At the end of the second quarter the company was in full compliance with all of the then-existing covenants. However, the lack of a seasonal sales pick-up in the second quarter of this year and the resulting lower earnings, combined with the still uncertain economic outlook, increased the probability that the company would violate the fixed charge coverage covenant at a future date. The revised fixed charge coverage ratio provides a cushion not only against a continuation of the current economic environment, but also against the possibility of yet unseen economic deterioration.”
Letham added, “We are pleased that we have addressed the uncertainties associated with the revolving credit facility fixed charge coverage covenant as well as renewed the accounts receivable securitization facility. With cash balances of $112.8 million at the end of the second quarter of 2009 along with the $195.3 million reduction in borrowings that have been achieved in the first six months of 2009, the reduced size of the two facilities provide the company with ample liquidity for the foreseeable future, particularly in a slower-growth environment. By reducing the size of the facilities we were able to trim selected costs associated with maintaining excess available capacity and the greater funding expense under the amended and renewed facilities. With these changes now in effect, we believe the company has been more strongly positioned to weather the current environment, as well as, support a growing business through a future period of economic recovery.”
About Anixter
Anixter International is a leading global distributor of communication products, electrical and electronic wire & cable, fasteners and other small parts. The company adds value to the distribution process by providing its customers access to 1) innovative inventory management programs, 2) more than 425,000 products and over $950 million in inventory, 3) 232 warehouses with more than 6.5 million square feet of space, and 4) locations in 270 cities in 52 countries. Founded in 1957 and headquartered near Chicago, Anixter trades on The New York Stock Exchange under the symbol AXE.
Safe Harbor Statement
The statements in this news release that use such words as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “estimate,” “plan,” “project,” “should,” “may,” or similar expressions are forward-looking statements. They are subject to a number of factors that could cause the company’s actual results to differ materially from what is indicated here. These factors include general economic conditions, changes in supplier sales strategies or financial viability, political, economic or currency risks related to foreign operations, inventory obsolescence, copper price fluctuations, customer viability, risks associated with accounts receivable, potential impairment of goodwill and risks associated with integration of acquired companies. Please see the company’s Securities and Exchange Commission filings for more information.
Additional information about Anixter is available on the Internet at
www.anixter.com

Exhibit 99.2
 	 	 	
FOR FURTHER INFORMATION:	
AT THE COMPANY:	 	AT FD ASHTON PARTNERS:	
Dennis Letham	 	Chris Kettmann	
Chief Financial Officer	 	Investor and Media Inquiries	
(224) 521-8601	 	(312) 553-6716	
ANIXTER INTERNATIONAL INC.
REPORTS SECOND QUARTER NET LOSS OF $2.53 PER DILUTED SHARE,
INCLUDING GOODWILL IMPAIRMENT CHARGE OF $2.82 PER DILUTED SHARE,
ON SALES OF $1.22 BILLION
GLENVIEW, IL, July 28, 2009 — Anixter International Inc. (NYSE: AXE), a leading global distributor of communication products, electrical and electronic wire & cable, fasteners and other small parts, today reported results for the quarter ended July 3, 2009.
Financial Highlights
(In millions, except per share amounts)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended	 	Six Months Ended	
 	 	July 3,	 	June 27,	 	Percent	 	July 3,	 	June 27,	 	Percent	
(n.m. — not meaningful)	 	2009	 	2008	 	Change	 	2009	 	2008	 	Change	
Net Sales	 	$	1,220.6	 	 	$	1,616.8	 	 	 	-25	%	 	$	2,491.8	 	 	$	3,088.4	 	 	 	-19	%	
Impairment Charge	 	$	100.0	 	 	 	—	 	 	 	n.m.	 	 	$	100.0	 	 	 	—	 	 	 	n.m.	 	
Operating (Loss)/Income	 	 	($58.7	)	 	$	121.8	 	 	 	n.m.	 	 	 	($1.8	)	 	$	223.3	 	 	 	n.m.	 	
Net (Loss)/Income	 	 	($89.8	)	 	$	65.0	 	 	 	n.m.	 	 	 	($64.1	)	 	$	120.8	 	 	 	n.m.	 	
Diluted (Loss)/Earnings Per Share	 	 	($2.53	)	 	$	1.66	 	 	 	n.m.	 	 	 	($1.81	)	 	$	3.06	 	 	 	n.m.	 	
Diluted Weighted Shares	 	 	35.5	 	 	 	39.1	 	 	 	-9	%	 	 	35.4	 	 	 	39.5	 	 	 	-10	%	
Note: Throughout this announcement prior year amounts have been restated to conform to the requirements of FASB Staff Position No. APB 14-1 “Accounting for Convertible Debt Instruments that May be Settled in Cash Upon Conversion (Including Partial Cash Settlement)” that became effective in 2009.
Second Quarter Highlights

 	•	 	Sales of $1.22 billion decreased 25 percent compared to sales of $1.62 billion in the year ago quarter. Major items affecting sales included:	

 	•	 	$76.2 million in unfavorable foreign exchange rate effects versus prior year	
 		
 	•	 	$50.7 million in estimated unfavorable effects from lower copper prices	
 		
 	•	 	$41.1 million of incremental sales due to 2008 acquisitions	
 		
 	•	 	Exclusive of foreign exchange, copper price and acquisitions, the year-on-year
organic sales decline was 19 percent	

 	•	 	Second quarter operating loss of $58.7 million includes a $100.0 million goodwill impairment charge related to European operations. The impairment charge is due to continued operating losses during the quarter and a reduction in projected future cash flows from this operating segment based on the company’s revised outlook due to the weaker European economic forecast.	
 		
 	•	 	Exclusive of the non-cash goodwill impairment charge, operating income in the second quarter was $41.3 million, a decline of 66 percent from the $121.8 million reported in the year ago period. Operating income was negatively affected by a 19 percent organic sales	
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 	 	 	decline resulting from the lack of a seasonal increase in sales in the more challenging macroeconomic environment in the current year along with the following items:	

 	•	 	$10.8 million in estimated unfavorable effects from lower copper prices	
 		
 	•	 	$5.7 million of severance expense	
 		
 	•	 	$1.4 million in operating losses from 2008 acquisitions	
 		
 	•	 	$1.3 million in unfavorable foreign exchange effects versus prior year	
 		
 	Second quarter 2008 operating profits included a charge of $4.2 million related to the retirement of the company’s former CEO.	

 	•	 	Second quarter operating margins, exclusive of the goodwill impairment charge, were 3.4 percent compared to 7.5 percent in the year ago quarter. In addition to the effects of the items outlined in the preceding bullet point, operating margins were negatively impacted by the effects of an unfavorable shift in sales mix that reduced gross margins.	
 		
 	•	 	Other expense of $3.3 million in the current quarter declined by 7 percent from the $3.6 million of expense in the year ago quarter. In the current quarter other expense largely resulted from $2.1 million of losses associated with the cancellation of interest rate hedging contracts due to the repayment of the related borrowings. The prior year expense was primarily due to a combination of foreign exchange losses and reductions in the cash surrender value of company-owned life insurance policies.	
 		
 	•	 	Net loss of $89.8 million, including $100.0 million of expense related to the goodwill impairment charge, compares to $65.0 million of net income reported in the year ago quarter, which included after-tax expenses of $2.6 million related to the retirement of the company’s former CEO.	
 		
 	•	 	Diluted loss per share of $2.53, inclusive of $2.82 loss per share related to goodwill impairment, compares to diluted earnings per share of $1.66 in the year ago quarter that included 7 cents per diluted share of expense related to the above-mentioned retirement of the company’s former CEO.	
 		
 	•	 	The fully diluted weighted share count of 35.5 million reflects a decrease of 9 percent from the 39.1 million reported in the year ago quarter as a result of excluding common stock equivalents and effects of the convertible bonds due to their anti-dilutive effects on the 2009 net loss per diluted share.	
 		
 	•	 	Cash flow generated from operations was $171.6 million, or nearly four times the $43.5 million generated from operations in the year ago quarter due to lower working capital requirements in the current period.	
Second Quarter Sales Trends
Commenting on second quarter sales trends, Robert Eck, President and CEO stated, “Our second quarter sales patterns were largely a continuation of flat daily sales patterns experienced over much of the first quarter. The usual seasonal patterns of consecutive quarter growth from the first to the second quarter failed to materialize. The additional holidays in the second quarter, compared to the first quarter, negatively impacted sales on a consecutive quarter basis by 4 percent. We are, however, encouraged that our sales on a holiday-adjusted basis have been relatively flat over the past six months, reflecting a possible sign of stabilization in our business.”
Eck added, “As we expected, year-on-year sales comparisons continue to be negatively impacted by the broader economic slowdown combined with the strengthening of the U.S. dollar and the decline in the spot market price of copper that occurred in late 2008. The year-on-year comparison was also affected by the lack of a seasonal pick-up in sales during the current quarter versus a strong seasonal pick-up in the second quarter of 2008, along with the timing of holidays that saw both the Easter and Fourth of July holidays fall within the second fiscal quarter in 2009.”
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“All geographic segments, as well as all end markets, enterprise cabling and security, electrical wire & cable and OEM supply, reported year-on-year sales declines,” continued Eck. “The best performance was within our North American OEM supply market where we saw a 10 percent year-on-year organic decline. Our North American enterprise cabling and security sales were down 13 percent year-on-year. However, one sign that conditions in the North American enterprise cabling and security market may be nearing bottom was that sales within this market were up 2 percent on a sequential basis from the first to the second quarter of this year. Our worst performance in the quarter was within the European OEM supply market where we had a 46 percent year-on-year organic sales decline. Importantly, the sequential decline in this market has slowed considerably from rates experienced over the past few quarters, with sales down 10 percent sequentially before adjusting for the impact of holidays in the second quarter.”
Second Quarter Operating Results
“As highlighted previously, reduced sales volumes, lower copper prices and the translation effects of a stronger dollar combined to negatively affect performance in the second quarter,” commented Eck. “In addition to the effects of lower sales, we also saw lower gross margins primarily due to larger sales declines in our higher gross margin European segment and key end markets, including North American electrical wire & cable and worldwide OEM supply, than elsewhere in the business.”
“While the expense actions taken over the past few quarters are clearly producing their intended results, they have not been sufficient to offset continued sales weakness and the lack of a seasonal upturn in the business. As a result, in the second quarter, we recorded additional severance expense of $5.7 million that is expected to yield an additional $28 million of annualized expense savings beginning in the second half of 2009,” continued Eck. “Second quarter operating expenses of $235.2 million are down $27.1 million or 10 percent from the second quarter 2008 levels. Acquisitions completed in the past year added $13.3 million to current quarter expenses while foreign exchange effects reduced expenses by $16.1 million. The net effects of acquisitions and foreign exchange, together with current quarter severance costs and $4.2 million of prior year costs associated with the retirement of our former CEO, on year-on-year expenses was minimal. While we are continuing to adjust our cost structure to reflect the current economic landscape we are carefully balancing short-term cost reductions with a desire to preserve institutional knowledge, service capabilities and momentum on key initiatives so we can fully capture the benefits of a recovering market when the economy begins to improve.”
Company-wide operating margins declined to 3.4 percent (exclusive of the goodwill impairment charge) from 7.5 percent in the year ago quarter as the effects of lower sales and the adverse sales mix changes on gross margins were greater than the year-on-year operating expense reductions achieved in the second quarter.
North America operating margins declined to 4.6 percent from 8.3 percent in the year ago quarter as profitability was impacted by lower sales, lower gross margins due to less favorable sales mix and the effects of lower copper prices.
Europe operating margins were a negative 3.2 percent (exclusive of the goodwill impairment charge) as compared to a positive 5.3 percent in the year ago quarter due largely to a sales decline of 40 percent (33 percent organically), an unfavorable shift in sales mix that negatively affected gross margins and the effects of lower copper prices.
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Emerging Markets operating margins decreased to 6.8 percent in the current quarter compared to 7.6 percent in the year ago quarter, due to lower sales that offset sales mix-related improvements in gross margin and good expense management .
Cash Flow and Leverage
“We are pleased with the fact that in the second quarter we generated $171.6 million of cash flow from operations or roughly four times the $43.5 million generated in the year ago quarter,” commented Dennis Letham, Executive Vice President-Finance. “For the first six months of the year, cash flow from operations was $259.6 million versus $98.9 million in the first six months of last year. The increase in cash flow reflects the lower working capital requirements associated with the organic reduction in sales, the deflationary effects of lower copper prices and the benefits of continued cost management. In the second half of 2009, we anticipate continuing positive cash flow from a combination of earnings, good expense management and further working capital adjustments.”
“Year-to-date we have made a number of significant changes in our capital structure, including the first quarter issuance of a new series of senior notes that raised net proceeds of $185.2 million to help diversify the sourcing of borrowed capital and reduce some of our dependency on the contracting bank credit market,” said Letham. “We have used the strong cash flow to reduce borrowings by $195.3 million from year end 2008. More recently, we have successfully concluded a renewal of our accounts receivable securitization facility through July of 2010 and amended our bank revolving credit agreement to adjust the covenants to ensure we have sufficient flexibility to work through the bottom of the current economic cycle. In both of these cases, we have reduced the size of the facilities to more realistically reflect our likely needs through the life of the facilities while still ensuring ample liquidity for growth when the economy improves.”
“We ended the quarter with cash balances of $112.8 million, $47.3 million of which was short-term invested cash. Based on recent amendments to our bank credit agreements we currently have $309.3 million in committed, unused lines of credit that run until 2012, as well as only $5.0 million of outstanding borrowings under our recently renewed $200 million accounts receivable securitization facility, giving us significant excess liquidity,” Letham continued. “We regard our strong financial position and available liquidity as significant competitive advantages and important differentiators from many companies in today’s market.”
Key capital structure and credit-related statistics for the second quarter include:

 	•	 	Quarter end debt-to-total capital ratio of 46.9 percent compared to 50.7 percent at the end of 2008	
 		
 	•	 	Excess invested cash increased from $6.0 million at the end of 2008 to $47.3 million at the end of the current quarter	
 		
 	•	 	Second quarter weighted average cost of borrowed capital of 6.8 percent compared to 5.5 percent in the year ago quarter	
 		
 	•	 	97 percent of quarter end borrowings have fixed interest rates, either by terms of the borrowing agreement or through hedging contracts	
Business Outlook
Eck commented, “As previously noted, sales have remained relatively flat on a per day basis through much of the first half of the year, and at this time, there are no signs pointing to a significant change in this pattern. Assuming a continuation of this trend, a key component in determining sales expectations for the remainder of the year will be the number of holidays or
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vacation days that exist in a given quarter and whether or not customers will extend production shutdowns around those times. Extended holiday and vacation shutdowns are a trend we have seen over recent quarters as customers attempt to deal with the soft economic environment. In addition, beginning in the fourth quarter, we will begin exiting a multi-year customer relationship we have had with Alcatel Lucent. Due to a combination of lower industry spending in the end markets served under this contract and changing supply chain models since the acquisition of Lucent by Alcatel, this contract no longer meets our profitability targets. Beginning in 2010, this will reduce our annual sales by approximately 3 percent, but the company’s operating margins will be positively impacted.”
“We will continue to aggressively manage costs and working capital in response to evolving market conditions. As discussed, we will balance expense reduction efforts with continued focus and investment in those initiatives capable of providing both short-term benefits and improved long-term market positioning that will provide an advantage in a recovering economy. We remain focused on achieving profitable long-term growth and strong positive cash flow, while benefiting from our diverse geographic presence, product offerings and participation in many important end markets. Our most important objective in the upcoming years continues to be ensuring that we react appropriately to the economic cycle and in a manner that maintains our financial flexibility and positions us well for the eventual economic rebound,” Eck concluded.
2009 Accounting Change
As required by Financial Accounting Standards Board Staff Position No. APB 14-1 “ Accounting for Convertible Debt Instruments that May be Settled in Cash Upon Conversion (Including Partial Cash Settlements) ” the company is now accounting separately for the debt and equity components of its outstanding convertible bonds. As a result of this change, the company reported diluted losses per share for the second quarter and first six months of 2009 that were 6 cents and 11 cents greater, respectively, than would have been reported under the prior accounting rules. At the same time, the adoption of these new rules required the company to restate its previously reported results to give effect to these new rules. The effect of this change was to reduce second quarter and first six months 2008 earnings per diluted share by 5 cents and 10 cents, respectively, from the amounts previously reported.
Second Quarter Earnings Report
Anixter will report results for the 2009 second quarter on Tuesday, July 28, 2009 and broadcast a conference call discussing them at 9:30 am central time. The call will be Webcast by CCBN and can be accessed at Anixter’s Website at www.anixter.com/webcasts . The Webcast also will be available over CCBN’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through CCBN’s individual investor center at www.companyboardroom.com , or by visiting any of the investor sites in CCBN’s Individual Investor Network (such as America Online’s Personal Finance Channel and Fidelity.com). Institutional investors can access the call via CCBN’s password-protected event management site, StreetEvents ( www.streetevents.com ). The Webcast will be archived on all of these sites for 30 days.
About Anixter
Anixter International is a leading global distributor of communication products, electrical and electronic wire & cable, fasteners and other small parts. The company adds value to the distribution process by providing its customers access to 1) innovative inventory management
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programs, 2) more than 425,000 products and over $950 million in inventory, 3) 232 warehouses with more than 6.5 million square feet of space, and 4) locations in 270 cities in 52 countries. Founded in 1957 and headquartered near Chicago, Anixter trades on The New York Stock Exchange under the symbol AXE.
Safe Harbor Statement
The statements in this news release that use such words as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “estimate,” “plan,” “project,” “should,” “may,” or similar expressions are forward-looking statements. They are subject to a number of factors that could cause the company’s actual results to differ materially from what is indicated here. These factors include general economic conditions, changes in supplier sales strategies or financial viability, political, economic or currency risks related to foreign operations, inventory obsolescence, copper price fluctuations, customer viability, risks associated with accounts receivable, potential impairment of goodwill and risks associated with integration of acquired companies. Please see the company’s Securities and Exchange Commission filings for more information.
Additional information about Anixter is available on the Internet at
www.anixter.com
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ANIXTER INTERNATIONAL INC.
Condensed Consolidated Statements of Operations
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	July 3,	 	 	June 27,	 	 	July 3,	 	 	June 27,	 	
(In millions, except per share amounts)	 	2009	 	 	2008	 	 	2009	 	 	2008	 	
 		
Net sales	 	$	1,220.6	 	 	$	1,616.8	 	 	$	2,491.8	 	 	$	3,088.4	 	
Cost of goods sold	 	 	944.1	 	 	 	1,232.7	 	 	 	1,922.0	 	 	 	2,355.8	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	276.5	 	 	 	384.1	 	 	 	569.8	 	 	 	732.6	 	
Goodwill impairment	 	 	100.0	 	 	 	—	 	 	 	100.0	 	 	 	—	 	
Operating expenses	 	 	235.2	 	 	 	262.3	 	 	 	471.6	 	 	 	509.3	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating (loss) income	 	 	(58.7	)	 	 	121.8	 	 	 	(1.8	)	 	 	223.3	 	
Interest expense	 	 	(17.3	)	 	 	(14.3	)	 	 	(31.8	)	 	 	(28.8	)	
Other, net	 	 	(3.3	)	 	 	(3.6	)	 	 	(2.7	)	 	 	(3.9	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	 	(79.3	)	 	 	103.9	 	 	 	(36.3	)	 	 	190.6	 	
Income tax expense	 	 	10.5	 	 	 	38.9	 	 	 	27.8	 	 	 	69.8	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	$	(89.8	)	 	$	65.0	 	 	$	(64.1	)	 	$	120.8	 	

Net (loss) income per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	(2.53	)	 	$	1.84	 	 	$	(1.81	)	 	$	3.39	 	
Diluted	 	$	(2.53	)	 	$	1.66	 	 	$	(1.81	)	 	$	3.06	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	35.5	 	 	 	35.4	 	 	 	35.4	 	 	 	35.6	 	
Diluted	 	 	35.5	 	 	 	39.1	 	 	 	35.4	 	 	 	39.5	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Geographic Segments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
North America	 	$	901.6	 	 	$	1,110.3	 	 	$	1,826.1	 	 	$	2,127.1	 	
Europe	 	 	218.5	 	 	 	366.0	 	 	 	457.1	 	 	 	706.0	 	
Asia Pacific and Latin America	 	 	100.5	 	 	 	140.5	 	 	 	208.6	 	 	 	255.3	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	1,220.6	 	 	$	1,616.8	 	 	$	2,491.8	 	 	$	3,088.4	 	

Operating (loss) income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
North America	 	$	41.5	 	 	$	91.6	 	 	$	92.1	 	 	$	172.2	 	
Europe	 	 	(107.0	)	 	 	19.5	 	 	 	(108.1	)	 	 	33.4	 	
Asia Pacific and Latin America	 	 	6.8	 	 	 	10.7	 	 	 	14.2	 	 	 	17.7	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	(58.7	)	 	$	121.8	 	 	$	(1.8	)	 	$	223.3	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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ANIXTER INTERNATIONAL INC.
Condensed Consolidated Balance Sheets
 	 	 	 	 	 	 	 	 	
 	 	July 3,	 	 	January 2,	 	
(In millions)	 	2009	 	 	2009	 	
 	 	 	 	 	 	 	 	 	
Assets	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	112.8	 	 	$	65.3	 	
Accounts receivable, net	 	 	953.5	 	 	 	1,051.7	 	
Inventories	 	 	984.9	 	 	 	1,153.3	 	
Deferred income taxes	 	 	46.3	 	 	 	41.3	 	
Other current assets	 	 	21.6	 	 	 	32.8	 	
 	 	 	 	 	 	 	
Total current assets	 	 	2,119.1	 	 	 	2,344.4	 	
 	 	 	 	 	 	 	 	 	
Property and equipment, net	 	 	89.6	 	 	 	86.0	 	
Goodwill	 	 	369.9	 	 	 	458.6	 	
Other assets	 	 	165.2	 	 	 	173.4	 	
 	 	 	 	 	 	 	
 	 	$	2,743.8	 	 	$	3,062.4	 	

Liabilities and Stockholders’ Equity	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Accounts payable	 	$	488.3	 	 	$	582.1	 	
Accrued expenses	 	 	142.5	 	 	 	161.9	 	
Short-term debt	 	 	23.6	 	 	 	249.5	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	654.4	 	 	 	993.5	 	
 	 	 	 	 	 	 	 	 	
1.0% convertible senior notes	 	 	241.9	 	 	 	235.0	 	
5.95% senior notes	 	 	200.0	 	 	 	200.0	 	
10.0% senior notes	 	 	186.0	 	 	 	—	 	
3.25% zero coupon convertible notes	 	 	170.3	 	 	 	167.5	 	
Revolving lines of credit and other	 	 	99.1	 	 	 	250.0	 	
Other liabilities	 	 	148.0	 	 	 	143.6	 	
 	 	 	 	 	 	 	
Total liabilities	 	 	1,699.7	 	 	 	1,989.6	 	
 	 	 	 	 	 	 	 	 	
Stockholders’ equity	 	 	1,044.1	 	 	 	1,072.8	 	
 	 	 	 	 	 	 	
 	 	$	2,743.8	 	 	$	3,062.4	 	
 	 	 	 	 	 	 	
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Financial Measures That Supplement GAAP
This report includes certain financial measures computed using non-Generally Accepted Accounting Principles (“non-GAAP”) components as defined by the Securities and Exchange Commission (“SEC”). The Company believes this information is useful to investors in order to provide a better understanding of the organic growth trends of the Company on a comparable basis. Management does not use these non-GAAP financial measures for any purpose other than the reason stated above.
Organic revenue growth measures revenue excluding the effects of foreign exchange and acquisitions for comparison of current period results with the corresponding period of the prior year. The Company believes that this measure provides management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of foreign exchange and acquisitions, which activities are subject to volatility and can obscure underlying trends.
Management recognizes that the term “organic revenue growth” may be interpreted differently by other companies and under different circumstances. Although this may have an effect on comparability of absolute percentage growth from company to company, the Company believes that these measures are useful in assessing trends of the Company and may therefore be a useful tool in assessing period-to-period performance trends.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Second Quarter Sales Growth Trends	 	
 	 	Second Quarter	 	 	Adjustments for:	 	 	Second Quarter	 	 	Second Quarter	 	 	 	 	
 	 	2009 Sales	 	 	Foreign Exchange	 	 	Acquisition	 	 	Copper	 	 	2009 Sales	 	 	2008 Sales	 	 	Organic	 	
 	 	(as reported)	 	 	Impact	 	 	Impact	 	 	Impact	 	 	(as adjusted)	 	 	(as reported)	 	 	Growth	 	
 	 	(in millions)	 	
North America	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Enterprise Cabling and Security	 	$	504.3	 	 	$	10.0	 	 	$	—	 	 	$	—	 	 	$	514.3	 	 	$	592.0	 	 	 	-13.1	%	
Wire & Cable	 	 	270.5	 	 	 	13.8	 	 	 	(7.7	)	 	 	47.6	 	 	 	324.2	 	 	 	395.6	 	 	 	-18.0	%	
OEM Supply	 	 	126.7	 	 	 	1.7	 	 	 	(15.6	)	 	 	—	 	 	 	112.8	 	 	 	125.7	 	 	 	-10.3	%	
Eliminations	 	 	0.1	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	0.1	 	 	 	(3.0	)	 	 	n/a	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total North America	 	$	901.6	 	 	$	25.5	 	 	$	(23.3	)	 	$	47.6	 	 	$	951.4	 	 	$	1,110.3	 	 	 	-14.3	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Europe	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Enterprise Cabling and Security	 	$	81.8	 	 	$	14.1	 	 	$	—	 	 	$	—	 	 	$	95.9	 	 	$	125.1	 	 	 	-23.4	%	
Wire & Cable	 	 	44.8	 	 	 	7.8	 	 	 	—	 	 	 	3.1	 	 	 	55.7	 	 	 	68.5	 	 	 	-18.8	%	
OEM Supply	 	 	91.9	 	 	 	18.6	 	 	 	(16.6	)	 	 	—	 	 	 	93.9	 	 	 	172.4	 	 	 	-45.5	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Europe	 	$	218.5	 	 	$	40.5	 	 	$	(16.6	)	 	$	3.1	 	 	$	245.5	 	 	$	366.0	 	 	 	-32.9	%	

Emerging Markets	 	$	100.5	 	 	$	10.2	 	 	$	(1.2	)	 	$	—	 	 	$	109.5	 	 	$	140.5	 	 	 	-22.1	%	

Anixter International	 	$	1,220.6	 	 	$	76.2	 	 	$	(41.1	)	 	$	50.7	 	 	$	1,306.4	 	 	$	1,616.8	 	 	 	-19.2	%	

Six Month Sales Growth Trends	 	
 	 	June	 	 	 	 	 	 	 	 	 	 	 	 	 	 	June	 	 	June	 	 	 	 	
 	 	Year-to-Date	 	 	Adjustments for:	 	 	Year-to-Date	 	 	Year-to-Date	 	 	 	 	
 	 	2009 Sales	 	 	Foreign Exchange	 	 	Acquisition	 	 	Copper	 	 	2009 Sales	 	 	2008 Sales	 	 	Organic	 	
 	 	(as reported)	 	 	Impact	 	 	Impact	 	 	Impact	 	 	(as adjusted)	 	 	(as reported)	 	 	Growth	 	
 	 	(in millions)	 	
North America	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Enterprise Cabling and Security	 	$	998.2	 	 	$	24.8	 	 	$	—	 	 	$	—	 	 	$	1,023.0	 	 	$	1,127.8	 	 	 	-9.3	%	
Wire & Cable	 	 	552.1	 	 	 	31.1	 	 	 	(15.3	)	 	 	81.4	 	 	 	649.3	 	 	 	757.9	 	 	 	-14.3	%	
OEM Supply	 	 	275.4	 	 	 	3.9	 	 	 	(34.0	)	 	 	—	 	 	 	245.3	 	 	 	244.3	 	 	 	0.4	%	
Eliminations	 	 	0.4	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	0.4	 	 	 	(2.9	)	 	 	n/a	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total North America	 	$	1,826.1	 	 	$	59.8	 	 	$	(49.3	)	 	$	81.4	 	 	$	1,918.0	 	 	$	2,127.1	 	 	 	-9.8	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Europe	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Enterprise Cabling and Security	 	$	171.1	 	 	$	30.4	 	 	$	—	 	 	$	—	 	 	$	201.5	 	 	$	236.8	 	 	 	-14.9	%	
Wire & Cable	 	 	92.1	 	 	 	19.6	 	 	 	—	 	 	 	7.0	 	 	 	118.7	 	 	 	134.8	 	 	 	-12.0	%	
OEM Supply	 	 	193.9	 	 	 	44.9	 	 	 	(34.5	)	 	 	—	 	 	 	204.3	 	 	 	334.4	 	 	 	-38.9	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Europe	 	$	457.1	 	 	$	94.9	 	 	$	(34.5	)	 	$	7.0	 	 	$	524.5	 	 	$	706.0	 	 	 	-25.7	%	

Emerging Markets	 	$	208.6	 	 	$	21.4	 	 	$	(2.6	)	 	$	—	 	 	$	227.4	 	 	$	255.3	 	 	 	-10.9	%	

Anixter International	 	$	2,491.8	 	 	$	176.1	 	 	$	(86.4	)	 	$	88.4	 	 	$	2,669.9	 	 	$	3,088.4	 	 	 	-13.6	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 9