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.
10.00% Senior Note due
March 15, 2014
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.
2
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
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ANIXTER
INC.
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By:
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John A.
Dul
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Dennis J.
Letham
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Vice President
— General Counsel and Secretary
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Executive Vice
President and Chief Financial Officer
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3
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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