EXHIBIT 4.10 AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE

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EXHIBIT 4.10

AMENDMENT NO. 2 TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE

AGREEMENT (the "Amendment"), dated as of September 30, 2004, 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

CORPORATION ("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") and SUNTRUST CAPITAL MARKETS and

BANK ONE, NA ("Bank One"), as managing agents (collectively, the "Managing

Agents" and each individually, a "Managing Agent") and Bank One, as agent for

the Purchasers (the "Agent").

W I T N E S S E T H:

WHEREAS, the Seller, Anixter, the Financial Institutions, Falcon,

Three Pillars, 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. The Agreement is hereby amended as

follows:

(a) The first sentence of Section 2.7 of the Agreement is hereby

restated in its entirety as follows:

"In addition to Seller's rights pursuant to Section 1.3, Seller

shall have the right (after providing three (3) Business Days'

written notice to each Managing Agent), at any time, to repurchase

from the Purchasers all, but not less than all, of the then

outstanding Purchaser Interests."

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(b) Clause (ii) of Section 5.1(t) of the Agreement is hereby

restated in its entirety as follows:

"(ii) Each Receivable included in the Net Receivables Balance as an

Eligible Receivable on any Monthly Report, Mid-Month Report and any

other report delivered pursuant to Section 8.5 was an Eligible

Receivable as of the date of such Monthly Report, Mid-Month Report

or other report."

(c) Section 7.1(i)(J) of the Agreement is hereby amended to add the

following immediately after the clause "except as herein specifically

provided":

"or in connection with collections in respect of Excluded

Receivables, which Collections the Servicer has indicated are

readily identifiable"

(d) Section 7.1(i)(Q) of the Agreement is hereby restated in its

entirety as follows:

"(Q) take such other actions as are necessary on its part to ensure

that the facts and assumptions set forth in the opinion issued by

Schiff Hardin LLP, as counsel for Seller, in connection with the

closing or initial Incremental Purchase under this Agreement and

relating to substantive consolidation issues, and in the

certificates accompanying such opinion, remain true and correct in

all material respects at all times, it being acknowledged that the

assumption set forth in the ninth paragraph of Section 1 of such

opinion to the extent it indicated that the Seller would not be

consolidated with Anixter Inc. for financial reporting purposes, is

no longer true."

(e) The last sentence of Section 8.1(a) of the Agreement is hereby

restated in its entirety as follows:

"The Managing Agents may at any time designate as Servicer any

Person to succeed Anixter or any Successor Servicer."

(f) Section 8.5 of the Agreement is hereby amended to add the

following sentence at the end thereof:

"In addition to the foregoing, upon the request of the Agent, the Servicer

shall provide to the Agent a list of Receivables (including such

information regarding such Receivables as the Agent may request) as to

which (as of the date specified by the Agent in such request) any payment

of part thereof remains unpaid 90 days or more past the original due date

therefor but less than 120 days past the original invoice date with

respect to such Receivable."

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(g) Section 10.1 of the Agreement is hereby amended to delete the

words "or the Servicer" from the parenthetical in the sentence immediately

following the proviso to Section 10.1.

(h) The definition of the term "Affiliate" set forth in Exhibit I to

the Agreement is hereby restated in its entirety as follows:

"Affiliate" means, with respect to any Person, any other Person directly

or indirectly controlling, controlled by, or under direct or indirect

common control with, such Person or any Subsidiary of such Person;

provided that so long as Ariel Capital Management, Inc. ("Ariel") does not

own more than 30% of any class of voting stock of Anixter International

Inc., "Affiliate" shall exclude (with respect to Anixter) any other Person

under direct or indirect control of Ariel, unless such other Person

directly or indirectly controls or is con