AMENDMENT NO. 6 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 6 TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

          THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (the “ Amendment ”), dated as of September 24, 2008, 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 ”).

W I T N E S S E T H:

          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 1.4 of the Agreement is hereby amended to add the following as the final sentence thereof:

     “All payments to Three Pillars Funding LLC must be made by 12:00 p.m. (New York time) in order to comply with Section B(1)(a) of the DTC Operational Arrangements and the DTC Notice (B#2078-07) dated September 11, 2007.”

     (b) Section 5.1 of the Agreement is hereby amended to add the following as clause (w) thereof:

     ”(w) Remittances of Collections . Each remittance of Collections by the Seller to any Purchaser, any Managing Agent or the Administrative Agent (each a “ Transferee ”) under this Agreement will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and such Transferee and (ii) made in the ordinary course of business or financial affairs of the Seller and such Transferee.”

     (c) Section 8.5 of the Agreement is hereby amended to add the following to the end thereof:

     “On or before the Determination Date in respect of each March, June, September and December Accrual Period, the Servicer shall deliver to the Agent a calculation of all accruals in respect of FOB Receivables for such quarter (the “ Quarterly Accrual Amount ”). The most recent Quarterly Accrual Amount will be considered ineligible for purposes of determining the Outstanding Balance of Eligible Receivables on each Monthly Report.”

     (d) Section 9.1(j) of the Agreement is hereby amended and restated in its entirety to read as follows:

     “(j) Anixter shall fail to comply with any of the financial covenants set forth in Sections 7.16 or 7.17 of the Credit Agreement, as amended from time to time pursuant to any amendment which (i) becomes effective while JPMorgan Chase Bank, N.A. (“ J.P. Morgan ”) and SunTrust are parties to the Credit Agreement, and (ii) is consented to in writing by J.P. Morgan and SunTrust as parties to the Credit Agreement; provided that if the Credit Agreement terminates, or J.P. Morgan or SunTrust ceases to be a party to the Credit Agreement, the financial covenants referred to by this Section 9.1(j) shall be those in effect, pursuant to the preceding provisions of this Section 9.1(j) , as of the date of termination of the Credit Agreement or, if earlier, the date J.P. Morgan or SunTrust ceases to be a party to the Credit Agreement.”

     (e) The Agreement is hereby amended to add the following as Section 10.4 thereto:

     “Section 10.4 Accounting Based Consolidation Event . (a) If an Accounting Based Consolidation Event shall at any time occur with respect to any Conduit then, upon demand by such Conduit’s Managing Agent, Seller shall pay to such Managing

Agent, for the benefit of the relevant Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the amount of any sum received or receivable by such Affected Entity or (iii) opportunity cost, internal capital charge or other imputed cost determined by such Affected Entity to be allocable to Seller or the transactions contemplated in this Agreement in connection therewith (collectively, “ Accounting Based Consolidation Event Charges ”). Amounts under this Section 10.4 may be demanded at any time without regard to the timing of issuance of any financial statement by the related Conduit or by any Affected Entity. In no event shall the Administrative Agent seek reimbursement hereunder for Accounting Based Consolidation Event Charges incurred during any period in excess of thirty (30) days prior to the date of any demand made under this Section 10.4 .

          (b) For purposes of this Section 10.4 , the following terms shall have the following meanings:

     “ Accounting Based Consolidation Event ” means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit that are subject to this Agreement or any other Transaction Document with all or any portion of the assets and liabilities of an Affected Entity. An Accounting Based Consolidation Event shall be deemed to occur on the date any Affected Entity shall acknowledge in writing that any such consolidation of the assets and liabilities of the related Conduit shall occur.

     “ Affected Entity ” means (i) any Financial Institution, (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to any Conduit, (iii) any agent, administrator or manager of any Conduit, or (iv) any bank holding company in respect of any of the foregoing.”

     (f) The Agreement is hereby amended to add the following as Section 12.4 thereto:

     “Section 12.4 Federal Reserve . Notwithstanding any other provision of this Agreement to the contrary, any Financial

Institution may at any time pledge or grant a security interest in all or any portion of its rights (including, without  limitation, any Purchaser Interest and any rights to payment of Capital and Yield) under this Agreement to secure obligations of such Financial Institution to a Federal Reserve Bank, without notice to or consent of the Seller, any Managing Agent or the Administrative Agent; provided that no such pledge or grant of a security interest shall release a Financial Institution from any of its obligations hereunder, or substitute any such pledgee or grantee for such Financial Institution as a party hereto.”

     (g) Section 13.5 of the Agreement is hereby amended to add the following as clause (c) thereof:

     “(c) Notwithstanding any other express or implied agreement to the contrary, the parties hereto agree and acknowledge that each of them and each of their employees, representatives, and other agents may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure, except to the extent that confidentiality is reasonably necessary, to comply with U.S. federal or state securities laws. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meanings specified in Treasury Regulation section 1.6011-4(c).”

     (h) 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 1.75%.”

     (i) The definition of “ Credit Agreement ” set forth in Exhibit I to the Agreem