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EXHIBIT 4.9
AMENDMENT NO. 2 TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES
SALE
AGREEMENT (the "Amendment"), dated as of September 30, 2004,
between ANIXTER
INC., a Delaware corporation, (the "Originator") and ANIXTER
RECEIVABLES
CORPORATION, a Delaware corporation (the "Buyer").
W I T N E S S E T H:
WHEREAS, the Originator and the Buyer are parties to that
certain
Amended and Restated Receivables Sale 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) Section 6.1 of the Agreement is hereby amended to delete
the
following parenthetical from the sentence immediately following
the
proviso to Section 6.1:
"(including, without limitation, losses in respect of
uncollectible
receivables, regardless of whether reimbursement therefor
would
constitute recourse to Originator)"
(b) The defined term "Excluded Receivable" is hereby restated in
its
entirety as follows:
"Excluded Receivable" means indebtedness and other obligations
owed
to Originator, in respect of: (i) all accounts receivable
generated
by Originator's Latin American export locations; (ii) all
accounts
receivable generated by Originator's "Pacer" division, (iii)
all
accounts receivable generated by Originator's "Pentacon"
division
which are not included in Originator's main subledger system,
(iv)
all accounts receivable owing by Obligors with the following
customer numbers: 139661, 804470, 544876, 520222, 037690,
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608556, 514221 or 548357, and (
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