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10.00% Senior Note due March 15, 2014

Promissory Note

10.00% Senior Note due March 15, 2014 | Document Parties: ANIXTER INC You are currently viewing:
This Promissory Note involves

ANIXTER INC

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Title: 10.00% Senior Note due March 15, 2014
Governing Law: New York     Date: 3/11/2009

10.00% Senior Note due March 15, 2014, Parties: anixter inc
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EXHIBIT 4.2

     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE COMPANY AT THE FOLLOWING ADDRESS: 2301 PATRIOT BOULEVARD, GLENVIEW, ILLINOIS 60026 ATTENTION: CHIEF FINANCIAL OFFICER.

ANIXTER INC.

10.00% Senior Note due March 15, 2014

CUSIP 035287AC5

ISIN US035287AC55

 

 

 

No. 1

 

$200,000,000

     ANIXTER INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $200,000,000 on March 15, 2014 and to pay interest thereon at the rate per annum of 10.00% from March 11, 2009 or from the most recent Interest Payment Date to which interest has been paid, semiannually on March 15 and September 15 in each year, commencing September 15, 2009, until the principal hereof has been paid or duly provided for in accordance with said Indenture. The interest so payable, and punctually paid or

 


 

duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holder of this Note (or one or more Predecessor Securities) of record at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 next preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder of this Note (or one or more Predecessor Securities) of record at the close of business on a Special Record Date fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to Holders not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest shall be calculated on the basis of a 360-day year of twelve thirty-day months.

     Payment of principal, premium (if any) and interest due on this Note at Maturity or upon redemption or repurchase will be paid by wire transfer in immediately available funds against presentation and surrender of this Note by the Holder hereof at the office of the Paying Agent, but only if appropriate wire transfer instructions have been received in writing (or by such other means as deemed acceptable by the Paying Agent) by the Paying Agent not less than 15 days before Maturity or the Redemption Date or the Repurchase Date. In the event such instructions are not received by such 15th day, such principal and interest will be paid by check against such presentation and surrender.

     All interest payments on this Note (other than interest due at Maturity, redemption or repurchase) will be made by mailing a check for such interest, payable to or upon the written order of the Holder of this Note (or one or more Predecessor Securities) of record at the close of business on the Regular Record Date preceding the Interest Payment Date for such interest, to the address of such Holder as it appears on the Security Register. Notwithstanding the foregoing, any Holder of Securities of any series issued under the Indenture (including the Notes) which pay interest on the same Interest Payment Date and which are in an aggregate principal amount in excess of $10,000,000 may elect to receive payments of interest with respect to such Securities (other than interest due at Maturity) via wire transfer in immediately available funds to a bank in New York, New York (or other bank approved by the Paying Agent) by making arrangements therefor in writing (or such other means as deemed acceptable by the Paying Agent) with the Paying Agent not later than the Regular Record Date immediately preceding the applicable Interest Payment Date.

     The provisions of this Note are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the certificate of authentication herein has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

     This Note shall be construed in accordance with and governed by laws of the State of New York.

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

[SEAL]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANIXTER INC.

 

 

 

 

 

 

 

 

 

 

 

Attest:

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John A. Dul

 

 

 

 

 

 

 

Dennis J. Letham

 

 

Vice President — General Counsel and Secretary

 

 

 

 

 

 

 

Executive Vice President and Chief Financial Officer

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ANIXTER INC.

10.00% SENIOR NOTE DUE MARCH 15, 2014

 

     This Note is one of a duly authorized issue of Notes of the Company (herein called the “Notes”), issuable in series, unlimited in aggregate principal amount except as may be otherwise provided in respect of the Notes of a particular series, issued and to be issued under and pursuant to an Indenture dated as of September 9, 1996, as supplemented by the First Supplemental Indenture dated as of February 24, 2005 and the Second Supplemental Indenture dated as of March 11, 2009 (as supplemented, the “Indenture”), duly executed and delivered by the Company, Anixter International Inc., a Delaware corporation (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as Trustee, and is one of a series designated as 10.00% Senior Notes due March 15, 2014 (herein called the “10.00% Notes”), limited in aggregate principal amount to $200,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders.

     The 10.00% Notes will not be redeemable at any time prior to maturity except as set forth below.

     The Company may redeem all or part of the 10.00% Notes at any time at its option at a redemption price equal to the greater of (1) 100% of the principal amount of the 10.00% Notes being redeemed plus accrued interest to the Redemption Date or (2) the Make-Whole Amount for the 10.00% Notes being redeemed. For purposes of this provision:

          “Make-Whole Amount” means the sum, as determined by a Quotation Agent, of the present values of the principal amount of the 10.00% Notes to be redeemed, together with scheduled payments of interest (exclusive of interest to the Redemption Date) from the Redemption Date to the Stated Maturity of the 10.00% Notes, in each case discounted to the Redemption Date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate, plus accrued interest on the principal amount of the 10.00% Notes being redeemed to the Redemption Date.

          “Adjusted Treasury Rate” means, with respect to any Redemption Date, (i) the yi


 
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