THIS SECOND
AMENDMENT AGREEMENT is
dated and effective as of the 31 st day of July, 2009.
ANIXTER CANADA INC.
a corporation incorporated under the laws of Canada
as
Borrower
THE GUARANTORS FROM TIME TO TIME
PARTY
TO THE CREDIT AGREEMENT
as
Guarantors
THE LENDERS FROM TIME TO TIME
PARTY
TO THE CREDIT AGREEMENT
as
Lenders
THE BANK OF NOVA
SCOTIA
a bank to which the Bank Act (Canada) applies,
in its capacity as administrative agent hereunder
as Administrative
Agent
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A.
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The
Borrower, the Guarantors, the Agent and the Lenders are parties to
a Credit Agreement dated as of November 18, 2005, as amended
by a First Amendment Agreement (the “ First Amendment
Agreement ”) dated as of July 5, 2007 (as so
amended, the “ Existing Credit Agreement
”).
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B.
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The
Borrower and the Lenders have agreed to certain amendments to the
terms and conditions in the Existing Credit Agreement and the
parties are entering into this Second Amendment Agreement to give
effect thereto and to the other matters set forth
herein.
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NOW
THEREFORE in consideration of the premises and for other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:
Section 1 — Amendment to
Definitions
Section 1.1.112
of the Existing Credit Agreement is deleted.
Second
Amendment Agreement
Section 1.1.129
of the Existing Credit Agreement is deleted and replaced with the
following provision:
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1.1.129
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“ U.S. Credit Agreement
” means the amended and restated five-year revolving credit
agreement dated as of April 20, 2007 among Anixter Inc. and
various subsidiaries of Anixter Inc., as borrowers, Bank of
America, N.A., as administrative agent, swing line lender and L/C
issuer, Wells Fargo Bank, N.A., as syndication agent, JPMorgan
Chase Bank, NA, The Bank of Nova Scotia and Wachovia Bank, N.A., as
co documentation agents, and the lenders party thereto from time to
time, as amended by the First Amendment dated as of
September 26, 2007 and the Second Amendment dated as of
July 23, 2009.
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Section 2 — Amendment to
Credit
Section 2.6(1)
of the Existing Credit Agreement is deleted and replaced with the
following provision:
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2.6(1)
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The
Applicable Margin relating to interest rates, Banker’s
Acceptance Fees, L/C commissions and Standby Fees will vary and be
calculated based on the Relevant Rating as follows:
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Banker’s
Acceptance
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Applicable Margin
for
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Fees, L/C
Commissions
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Standby Fee
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Prime Rate Advances
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and Applicable
Margin
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(% per annum)
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Relevant
Rating
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and Base Rate
Advances
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for LIBOR Advances
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³
50%
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<
50%
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(S&P/Moody’s/Fitch)
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(% per annum)
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(% per annum)
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utilization
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utilization
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Greater than or equal to
BBB+/Baa1/BBB+
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0.40
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%
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1.40
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%
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0.15
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%
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0.30
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%
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0.70
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%
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1.70
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%
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0.20
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%
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0.35
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%
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1.00
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%
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2.00
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%
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0.25
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%
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0.40
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%
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1.50
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%
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2.50
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%
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0.50
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%
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0.65
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%
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1.75
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%
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2.75
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%
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0.50
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%
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0.65
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%
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Less than or equal to BB-/Ba3/BB-
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2.00
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%
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3.00
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%
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0.50
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%
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0.65
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%
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Section 3 — Amendment to Negative
Covenants
Section 7.4(2)(c)
of the Credit Agreement is deleted and replaced with the following
provision:
7.4(2)(c) directly
or indirectly declare or make any payment, distribution or
contribution to or investment in to Anixter International Inc.
(whether in cash or otherwise) except to the extent that it may do
so in compliance with the U.S. Credit Agreement, as amended by any
Scotia Approved Amendment;
Second
Amendment Agreement
Section 4 — Conditions Precedent to
Effectiveness of this Second Amendment Agreement
This Second
Amendment Agreement shall become binding on the Lenders only upon
satisfaction of the following conditions precedent:
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(a)
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execution and delivery of this
Second Amendment Agreement (and all other Loan Documents
contemplated by this First Amendment Agreement) by each of the
Borrower and the Guarantors;
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(b)
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execution and delivery of this
Second Amendment Agreement by the Lenders (and all other Loan
Documents contemplated by this Second Amendment Agreement, to the
extent applicable) in accordance with Section 9.2 of the
Existing Credit Agreement;
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(c)
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no
Event of Default or Pending Event of Default having occurred and
being continuing as at the date of satisfaction of all of the
foregoing conditions precedent; and
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(d)
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the
Agent having received such corporate resolutions, incumbency and
other certificates of each of the Borrower and the Guarantors as
the Agent may reasonably request in connection with this Second
Amendment Agreement and the transactions contemplated
hereby.
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Section 5 — Representations and
Warranties of the Obligors
Each of the
Obligors represents and warrants to the Agent and Lenders as
follows:
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(a)
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the
execution, delivery and performance by it of this Second Amendment
Agreement (i) have been duly authorized by all necessary
corporate action on its part, and (ii) do not and will not
violate its Constating Documents, any Applicable Law, any Permit or
any Contract to which it is a party;
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(b)
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this Second Amendment Agreement
constitutes a legal, valid and bi
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