FIRST AMENDMENT TO AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT

EXHIBIT 10.1

FIRST AMENDMENT

     THIS FIRST AMENDMENT dated as of September 26, 2007 (this “ Amendment ”) amends the Amended and Restated Five-Year Revolving Credit Agreement dated as of April 20, 2007, among Anixter Inc. (“ Anixter ”), various subsidiaries of Anixter (the “ Borrowing Subsidiaries ”), various financial institutions (the “ Lenders ”) and Bank of America, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), as Swing Line Lender and as L/C Issuer. Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

     WHEREAS, Anixter, the Borrowing Subsidiaries, the Lenders and the Administrative Agent have entered into the Credit Agreement; and

     WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more fully set forth herein;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1 Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 5, the Credit Agreement shall be amended as follows. (Text being inserted in the Credit Agreement is indicated herein by the use of an italic font.)

     (a) Section 1.01 of the Credit Agreement is amended by (i) deleting the definition of “Increase Effective Date” therefrom and (ii) restating the following definitions to read in their entirety as follows:

     “ Aggregate British Pound Sterling Commitments ” means US$100,000,000, as such amount may be modified from time to time in accordance with this Agreement. The Aggregate British Pound Sterling Commitments are part of, and not in addition to, the Aggregate Tranche 1 Commitments. The aggregate amount of the Aggregate British Pound Sterling Commitments and the Aggregate Canadian Dollar Commitments shall not exceed US$125,000,000.

     “ Aggregate Canadian Dollar Commitments ” means US$25,000,000, as such amount may be modified from time to time in accordance with this Agreement. The Aggregate Canadian Dollar Commitments are part of, and not in addition to, the Aggregate Tranche 1 Commitments. The aggregate amount of the Aggregate British Pound Sterling Commitments and the Aggregate Canadian Dollar Commitments shall not exceed US$125,000,000.

     “ Aggregate Commitments ” means US$450,000,000, as such amount may be reduced or adjusted from time to time in accordance with this Agreement.

     “ Applicable Margin ” means the following percentages per annum, based upon the Debt Rating:

Applicable Margin
(Tranche 1 Commitments and Loans)

						Tranche 1
						Eurocurrency
		Debt Ratings				Rate +/		Tranche 1
Pricing		S&P/Moody’s/		Tranche 1		Letter		Base Rate
Level		Fitch		Facility fee		of Credit fee		+
1		> BBB+/Baa1/BBB+		0.080%		0.295%		zero
2		BBB/Baa2/BBB		0.100%		0.400%		zero
3		BBB-/Baa3/BBB-		0.125%		0.500%		zero
4		BB+/Ba1/BB+		0.150%		0.600%		zero
5		BB/Ba2/BB		0.175%		0.700%		zero
6		< BB-/Ba3/BB-		0.200%		0.800%		zero

Applicable Margin
(Tranche 2 Commitments and Loans)

		Debt Ratings				Tranche 2		Tranche 2
Pricing		S&P/Moody’s/		Tranche 2		Eurocurrency		Base Rate
Level		Fitch		Facility fee		Rate +		+
1		> BBB+/Baa1/BBB+		0.080%		0.295%		zero
2		BBB/Baa2/BBB		0.100%		0.400%		zero
3		BBB-/Baa3/BBB-		0.125%		0.500%		zero
4		BB+/Ba1/BB+		0.175%		0.825%		zero
5		BB/Ba2/BB		0.200%		1.050%		zero
6		< BB-/Ba3/BB-		0.250%		1.250%		0.250%

“ Debt Rating ” means, as of any date of determination, the rating as determined by either S&P, Moody’s or Fitch (provided that Anixter shall have at least two such ratings and at least one of such ratings shall be from S&P or Moody’s) (collectively, the “ Debt Ratings ”) of Anixter’s non-credit-enhanced, senior unsecured long-term debt; provided that if the existing Debt Ratings are not the same level, then (i) if there are two Debt Ratings, the higher of such Debt Ratings shall apply (with Pricing Level 1 being the highest and Pricing Level 6 being the lowest), unless there is more than one Pricing Level between the higher Debt Rating and the lower Debt Rating, in which case, the Pricing Level that is one Pricing Level below the Pricing Level corresponding to the higher Debt Rating shall apply, and (ii) if there are three Debt Ratings not at the same level, the higher of such Debt Ratings shall apply, unless there is more than one Pricing Level between the highest Debt Rating and the lowest Debt Rating, in which case, (x) if two Debt Ratings are at the same Pricing Level and the third Debt Rating is at a lower Pricing Level, the higher Pricing Level shall apply, and (y) for all other split Debt Ratings, the Pricing Level that is one Pricing Level below the Pricing Level corresponding to the highest Debt Rating shall apply. If there are no Debt Ratings Pricing Level 6 shall apply.

-2-

      Initially, the Applicable Margin shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4. 01(a)(viii) . Thereafter, each change in the Applicable Margin resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by Anixter to the Administrative Agent of notice thereof pursuant to Section 6.01(i) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.

     “ Class ” means the character of certain Loans as Committed Loans, Tranche 1 Loans, Tranche 2 Loans, Swing Line Loans, British Pound Sterling Loans or Canadian Dollar Loans.

     “ Commitment ” means, as to each Lender, its Tranche 1 Commitment and/or its Tranche 2 Commitment.

     “ Committed Borrowing ” means a borrowing consisting of simultaneous Tranche 1 Loans or Tranche 2 Loans, as the case may be, of the same Type and, if applicable, having the same Interest Period made by each of the Tranche 1 Lenders or the Tranche 2 Lenders, as the case may be, pursuant to Section 2.01.

     “ Committed Loan ” means a Tranche 1 Loan or a Tranche 2 Loan.

     “ L/C Advance ” means, with respect to each Tranche 1 Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Tranche 1 Pro Rata Share.

     “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing of Tranche 1 Loans.

     “ Letter of Credit Sublimit ” means an amount equal to US$20,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Tranche 1 Commitments.

     “ Swing Line Sublimit ” means an amount equal to US$15,000,000. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Tranche 1 Commitments.

     “ Voting Percentage ” means, as to any Lender, (a) at any time when the Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the Commitments, the percentage (carried out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such Lender’s Committed Loans, plus (B) such Lender’s Tranche 1 Pro Rata Share (if any) of the Outstanding Amount of Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances and L/C Obligations, then constitutes of (ii) the Total Outstandings; provided , however, that if any Lender has failed to fund any portion of the Committed Loans, or participations in Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances or L/C Obligations required to be funded by it hereunder, such Lender’s Voting Percentage shall be deemed to be —0-, and the respective Pro Rata Shares, Tranche 1 Pro Rata Shares, Tranche 2 Pro Rata Shares and Voting Percentages of the other Lenders shall be recomputed for purposes

-3-

     (b) Section 1.01 of the Credit Agreement is further amended by adding thereto the following definitions in their respective alphabetical positions:

     “ Aggregate Tranche 1 Commitments ” means US$350,000,000, as such amount may be reduced or adjusted from time to time in accordance with this Agreement.

     “ Aggregate Tranche 2 Commitments ” means US$100,000,000, as such amount may be reduced or adjusted from time to time in accordance with this Agreement.

     “ First Amendment ” means the First Amendment dated as of September 26, 2007 to this Agreement.

     “ First Amendment Effective Date ” means the effective date of the First Amendment.

     “ Tranche 1 Commitment ” means, as to each Tranche 1 Lender, its obligation to (a) make Tranche 1 Loans to the Borrowers pursuant to Section 2.01 (a), (b) purchase participations in L/C Obligations, (c) purchase participations in Swing Line Loans, (d) purchase participations in British Pound Sterling Loans and (e) purchase participations in Canadian Dollar Loans and Canadian Banker’s Acceptances, and in an aggregate principal Dollar Equivalent amount at any one time outstanding not to exceed the US Dollar amount of such Tranche 1 Commitment set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be modified from time to time in accordance with this Agreement.

     “ Tranche 1 Lender ” means a Lender with a Tranche 1 Commitment.

     “ Tranche 1 Loan ” means a Committed Loan made by a Tranche 1 Lender under its Tranche 1 Commitment

     “ Tranche 1 Outstandings ” means at any time the aggregate outstanding principal amount (or Dollar Equivalent principal amount, as applicable) of all Tranche 1 Loans, Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans and all L/C Obligations and the Dollar Equivalent amount of the unpaid portion of the face amount of all Canadian Banker’s Acceptances.

     “ Tranche 1 Pro Rata Share ” means, as to any Tranche 1 Lender, the percentage (carried out to the ninth decimal place) that such Tranche 1 Lender’s Tranche 1 Commitment comprises of the aggregate Tranche 1 Commitments, as such share may be adjusted as contemplated herein.

     “ Tranche 2 Commitment ” means, as to each Tranche 2 Lender, its obligation to make Tranche 2 Loans to the Borrowers pursuant to Section 2.01 (b), and in an aggregate principal Dollar Equivalent amount at any one time outstanding not to exceed the US Dollar amount of such Tranche 2 Commitment set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as

-4-

     “ Tranche 2 Lender ” means a Lender with a Tranche 2 Commitment.

     “ Tranche 2 Loan ” means a Committed Loan made by a Tranche 2 Lender under its Tranche 2 Commitment

     “ Tranche 2 Outstandings ” means at any time the aggregate outstanding principal amount (or Dollar Equivalent principal amount, as applicable) of all Tranche 2 Loans.

     “ Tranche 2 Pro Rata Share ” means, as to any Tranche 2 Lender, the percentage (carried out to the ninth decimal place) that such Tranche 2 Lender’s Tranche 2 Commitment comprises of the aggregate Tranche 2 Commitments, as such share may be adjusted as contemplated herein.

     (c) Section 2.01 of the Credit Agreement is amended to read in its entirety as follows:

      2.01 Committed Loans.

      (a) Subject to the terms and conditions set forth herein, each Tranche 1 Lender severally agrees to make loans (each such loan, a “ Tranche 1 Loan ”) in Available Currencies to the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche 1 Commitment; provided, however, that after giving effect to any Committed Borrowing of Tranche 1 Loans, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Tranche 1 Outstandings shall not exceed the Aggregate Tranche 1 Commitments, and (iii) the aggregate Outstanding Amount of the Tranche 1 Loans of any Lender, plus such Lender’s Tranche 1 Pro Rata Share of the Outstanding Amount of all Swing Line Loans, British Pound Sterling Loans, Canadian Dollar Loans, Canadian Banker’s Acceptances and L/C Obligations, shall not exceed such Lender’s Tranche 1 Commitment. Within the limits of each Tranche 1 Lender’s Tranche 1 Commitment, and subject to the other terms and conditions hereof