FIVE-YEAR REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

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ANIXTER INTERNATIONAL INC

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Title: FIVE-YEAR REVOLVING CREDIT AGREEMENT
Governing Law: Illinois Date: 3/10/2004
Industry: Electronic Instr. and Controls Law Firm: BANCA NAZIONALE DEL LAVORO S.P.A. Sector: Technology

FIVE-YEAR REVOLVING CREDIT AGREEMENT, Parties: anixter international inc

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EXHIBIT 4.3(a)

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FIVE-YEAR

REVOLVING CREDIT AGREEMENT

Dated as of October 6, 2000

among

ANIXTER INC.

and

THE BORROWING SUBSIDIARIES

FROM TIME TO TIME

PARTIES HERETO

as Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent,

BANK ONE, NA,

as Syndication Agent,

THE BANK OF NOVA SCOTIA,

as Documentation Agent,

CREDIT LYONNAIS CHICAGO BRANCH and

SUNTRUST BANK,

as Managing Agents,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,

Sole Lead Arranger and Sole Book Manager

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.......................................................... 1

1.01 Defined Terms................................................................................. 1

1.02 Other Interpretive Provisions................................................................. 23

1.03 Accounting Terms.............................................................................. 24

1.04 Rounding...................................................................................... 24

1.05 References to Agreements and Laws............................................................. 24

1.06 Euro.......................................................................................... 24

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS..................................................... 25

2.01 Committed Loans............................................................................... 25

2.02 Borrowings, Conversions and Continuations of Committed Loans.................................. 25

2.03 Bid Loans..................................................................................... 26

2.04 Foreign Currency Loan Commitment.............................................................. 29

2.05 Procedure for Foreign Currency Borrowings..................................................... 29

2.06 Participations in Foreign Currency Loans...................................................... 30

2.07 Prepayments................................................................................... 32

2.08 Reduction or Termination of Commitments....................................................... 32

2.09 Repayment of Loans............................................................................ 33

2.10 Interest...................................................................................... 33

2.11 Fees.......................................................................................... 33

2.12 Computation of Interest and Fees.............................................................. 34

2.13 Evidence of Debt.............................................................................. 34

2.14 Payments Generally............................................................................ 35

2.15 Sharing of Payments........................................................................... 37

2.16 Borrowing Subsidiaries........................................................................ 37

2.17 Currency Exchange Fluctuations................................................................ 38

2.18 Participation Obligations Unconditional....................................................... 38

ARTICLE III YIELD PROTECTION AND ILLEGALITY........................................................... 39

3.01 Taxes......................................................................................... 39

3.02 Illegality.................................................................................... 40

3.03 Inability to Determine Rates.................................................................. 40

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3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans...... 41

3.05 Funding Losses................................................................................ 42

3.06 Matters Applicable to all Requests for Compensation........................................... 42

3.07 Survival...................................................................................... 43

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS................................................. 43

4.01 Conditions of Initial Credit Extension........................................................ 43

4.02 Conditions to all Credit Extensions........................................................... 44

ARTICLE V .REPRESENTATIONS AND WARRANTIES........................................................... 45

5.01 Organization; Corporate Powers................................................................ 45

5.02 Authority..................................................................................... 45

5.03 Subsidiaries.................................................................................. 46

5.04 No Conflict................................................................................... 46

5.05 Governmental Consents......................................................................... 46

5.06 Governmental Regulation....................................................................... 46

5.07 Financial Position............................................................................ 46

5.08 Litigation; Adverse Effects................................................................... 47

5.09 No Material Adverse Change.................................................................... 47

5.10 Payment of Taxes.............................................................................. 47

5.11 Performance................................................................................... 47

5.12 Securities Activities......................................................................... 48

5.13 Disclosure.................................................................................... 48

5.14 Requirements of Law........................................................................... 48

5.15 Patents, Trademarks, Permits, Etc............................................................. 48

5.16 Environmental Matters......................................................................... 48

5.17 Employee Benefit Matters...................................................................... 49

5.18 Solvency...................................................................................... 49

5.19 Assets and Properties......................................................................... 49

5.20 Joint Venture; Partnership.................................................................... 49

5.21 No Default.................................................................................... 49

5.22 Restricted Payments........................................................................... 49

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5.23 Subsequent Funding Representations and Warranties............................................. 49

ARTICLE VI AFFIRMATIVE COVENANTS..................................................................... 50

6.01 Financial Statements.......................................................................... 50

6.02 Environmental Notices......................................................................... 53

6.03 Corporate Existence, Etc...................................................................... 53

6.04 Corporate Powers, Etc......................................................................... 53

6.05 Compliance with Laws.......................................................................... 53

6.06 Payment of Taxes and Claims................................................................... 53

6.07 Maintenance of Properties; Insurance.......................................................... 54

6.08 Inspection of Property; Books and Records; Discussions........................................ 54

6.09 Maintenance of Permits........................................................................ 54

6.10 Employee Benefit Matters...................................................................... 54

6.11 Additional Guarantors......................................................................... 55

6.12 Use of Proceeds............................................................................... 55

ARTICLE VII NEGATIVE COVENANTS........................................................................ 55

7.01 Indebtedness.................................................................................. 55

7.02 Sales of Assets; Liens........................................................................ 56

7.03 Investments................................................................................... 57

7.04 Accommodation Obligations..................................................................... 58

7.05 Restricted Payments........................................................................... 59

7.06 Conduct of Business........................................................................... 60

7.07 Transactions with Affiliates.................................................................. 60

7.08 Restriction on Fundamental Changes............................................................ 60

7.09 Employee Benefit Matters...................................................................... 60

7.10 Environmental Liabilities..................................................................... 61

7.11 Margin Regulations............................................................................ 61

7.12 Change of Fiscal Year......................................................................... 61

7.13 Modification of the Subordinated LYONs Note, the Revolving Subordinated

Note or Senior Note Indenture; Issuance of Additional Senior Notes............................ 61

7.14 Hedging Contracts............................................................................. 62

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7.15 Receivables Securitization Transactions....................................................... 62

7.16 Minimum Consolidated Net Worth................................................................ 62

7.17 Maximum Leverage Ratio........................................................................ 62

7.18 Minimum Consolidated Fixed Charge Coverage Ratio.............................................. 62

7.19 Capital Expenditures.......................................................................... 62

7.20 Calculation of Financial Covenants............................................................ 63

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES............................................................ 63

8.01 Events of Default............................................................................. 63

8.02 Remedies Upon Event of Default................................................................ 65

ARTICLE IX ADMINISTRATIVE AGENT...................................................................... 66

9.01 Appointment and Authorization of Administrative Agent......................................... 66

9.02 Delegation of Duties.......................................................................... 66

9.03 Liability of Administrative Agent............................................................. 66

9.04 Reliance by Administrative Agent.............................................................. 67

9.05 Notice of Default............................................................................. 67

9.06 Credit Decision; Disclosure of Information by Administrative Agent............................ 67

9.07 Indemnification of Administrative Agent....................................................... 68

9.08 Administrative Agent in its Individual Capacity............................................... 68

9.09 Successor Administrative Agent................................................................ 69

9.10 Other Agents.................................................................................. 69

ARTICLE X MISCELLANEOUS............................................................................. 69

10.01 Amendments, Etc............................................................................... 69

10.02 Notices and Other Communications; Facsimile Copies............................................ 70

10.03 No Waiver; Cumulative Remedies................................................................ 71

10.04 Attorney Costs, Expenses and Taxes............................................................ 72

10.05 Indemnification by the Borrowers.............................................................. 72

10.06 Payments Set Aside............................................................................ 73

10.07 Successors and Assigns........................................................................ 73

10.08 Confidentiality............................................................................... 75

10.09 Set-off....................................................................................... 76

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10.10 Interest Rate Limitation...................................................................... 76

10.11 Counterparts.................................................................................. 77

10.12 Integration................................................................................... 77

10.13 Survival of Representations and Warranties.................................................... 77

10.14 Severability.................................................................................. 77

10.15 Foreign Lenders............................................................................... 77

10.16 Removal and Replacement of Lenders............................................................ 78

10.17 Judgment Currency............................................................................. 79

10.18 Economic and Monetary Union in the European Community......................................... 79

10.19 Borrowers' Agent.............................................................................. 80

10.20 Governing Law................................................................................. 80

10.21 Waiver of Right to Trial by Jury.............................................................. 81

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SCHEDULES

1.01 Associated Costs

5.03 Existing Subsidiaries

5.04 Conflicts

5.08 Litigation

5.16 Environmental Matters

5.20 Joint Ventures and Partnerships

6.07 Insurance

7.01(ii) Existing Indebtedness

7.02(b) Existing Liens

7.03 Existing Investments

10.02 Eurocurrency and Domestic Lending Offices, Addresses for Notices

EXHIBITS

A-1 Form of Committed Loan Notice

A-2 Form of Foreign Currency Loan Notice

B-1 Form of Bid Request

B-2 Form of Competitive Bid

C-1 Form of Borrowing Subsidiary Agreement

C-2 Form of Borrowing Subsidiary Termination

D-1 Form of Committed Loan Note

D-2 Form of Bid Loan Note

D-3 Form of Foreign Currency Loan Note

E Form of Compliance Certificate

F Form of Assignment and Acceptance

G Form of Guaranty

H Form of Opinion of Counsel

I Form of Allocation Notice

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FIVE-YEAR

REVOLVING CREDIT AGREEMENT

This FIVE-YEAR REVOLVING CREDIT AGREEMENT ("Agreement") is entered into

as of October 6, 2000, among ANIXTER INC., a Delaware corporation ("Anixter"),

the BORROWING SUBSIDIARIES (as defined herein), each lender from time to time

party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK

ONE, NA, as Syndication Agent, THE BANK OF NOVA SCOTIA, as Documentation Agent,

and BANK OF AMERICA, N.A., as Administrative Agent.

The Borrowers have requested that the Lenders provide a revolving

credit facility, and the Lenders are willing to do so on the terms and

conditions set forth herein. In consideration of the mutual covenants and

agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 DEFINED TERMS. As used in this Agreement, the following terms

shall have the meanings set forth below:

"Absolute Rate" means a fixed rate of interest expressed in multiples

of 1/100th of one basis point.

"Absolute Rate Loan" means a Bid Loan that bears interest at a rate

determined with reference to an Absolute Rate.

"Accommodation Obligation", as applied to any Person, means any

contractual obligation, contingent or otherwise, of that Person with respect to

any Indebtedness or other obligation or liability of another, including, without

limitation, any such Indebtedness, obligation or liability directly or

indirectly guaranteed, supported by letter of credit, endorsed (otherwise than

for collection or deposit in the ordinary course of business), co-made or

discounted or sold with recourse by that Person, or in respect of which that

Person is otherwise directly or indirectly liable, including Contractual

Obligations (contingent or otherwise) arising through any agreement to purchase,

repurchase, or otherwise acquire such Indebtedness, obligation or liability or

any security therefor, or to provide funds for the payment or discharge thereof

(whether in the form of loans, advances, stock purchases, capital contributions

or otherwise), or to maintain solvency, assets, level of income, or other

financial condition, or to make payment other than for value received. For

purposes of interpreting any provision of this Agreement which refers to the

amount of Accommodation Obligations of any Person, such provision shall be

deemed to mean the maximum amount of such Accommodation Obligations or, in the

case of an Accommodation Obligation to maintain solvency, assets, level of

income or other financial condition, the amount of Indebtedness to which such

Accommodation Obligation relates, or if less, the stated maximum, if any, in the

documents evidencing such Accommodation Obligation. Notwithstanding anything to

the contrary contained herein, the term "Accommodation Obligation" shall not be

interpreted to include any letter of credit Obligations or any other Obligations

hereunder guaranteed by Anixter or any other Guarantor.

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"Administrative Agent" means Bank of America in its capacity as

administrative agent under any of the Loan Documents, or any successor

administrative agent.

"Administrative Agent's Office" means the Administrative Agent's

address and, as appropriate, account as set forth on Schedule 10.02, or such

other address or account as the Administrative Agent may from time to time

notify to Anixter and the Lenders.

"Affiliate" means, as to any Person, any other Person directly or

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

control with, such Person. A Person shall be deemed to be "controlled by" any

other Person if such other Person possesses, directly or indirectly, power (a)

to vote 20% or more of the securities (on a fully diluted basis) having ordinary

voting power for the election of directors or managing general partners; or (b)

to direct or cause the direction of the management and policies of such Person

whether by contract or otherwise.

"Agent/Arranger Fee Letter" has the meaning specified in Section

2.11(b).

"Agent-Related Persons" means the Administrative Agent (including any

successor administrative agent), together with its Affiliates (including, in the

case of Bank of America in its capacity as the Administrative Agent, the

Arranger), and the officers, directors, employees, agents and attorneys-in-fact

of such Persons and Affiliates.

"Aggregate Commitments" means US$390,000,000, as such amount may be

reduced or adjusted from time to time in accordance with this Agreement.

"Aggregate Foreign Currency Commitments" means $75,000,000, as such

amount may be reduced or adjusted from time to time in accordance with this

Agreement.

"Agreement" means this Five-Year Revolving Credit Agreement.

"Agreement Accounting Principles" means GAAP as of the date of this

Agreement together with any changes in GAAP after the date hereof which are not

"Material Accounting Changes" (as defined below). If any changes in GAAP are

hereafter required or permitted and are adopted by AXE or Anixter with the

agreement of its independent certified public accountants and such changes

result in a material change in the method of calculation of any of the financial

covenants, restrictions or standards herein or in the related definitions or

terms used therein ("Material Accounting Changes"), the parties hereto agree to

enter into negotiations, in good faith, in order to amend such provisions in a

credit neutral manner so as to reflect equitably such changes with the desired

result that the criteria for evaluating Anixter's consolidated financial

condition shall be the same after such changes as if such changes had not been

made; provided, however, that no Material Accounting Change shall be given

effect in such calculations until such provisions are amended in a manner

reasonably satisfactory to the Required Lenders. If such amendment is entered

into, all references in this Agreement to Agreement Accounting Principles shall

mean GAAP as of the date of such amendment together with any changes in GAAP

after the date of such amendment which are not Material Accounting Changes.

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"Allocation Notice" means a written notice from the Arranger and

Anixter to a Lender substantially in the form of Exhibit I setting forth such

Lender's Commitment.

"Anixter" has the meaning assigned to that term in the preamble hereto.

"Anixter Distribution Stock Plan" means the Anixter Distribution Stock

Option Plan dated as of January 1, 1993.

"Applicable Currency" means, with respect to any Loan, the currency in

which such Loan is denominated.

"Applicable Margin" means the following percentages per annum, based

upon the Debt Rating:

APPLICABLE MARGIN

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DEBT RATINGS

PRICING S&P/MOODY'S/ EUROCURRENCY BASE RATE

LEVEL FITCH FACILITY FEE RATE + +

----- ----- ------------ ------------- ----------

1 (Chi)A-/A3 0.175% 0.575% zero

2 BBB+/Baa1 0.20% 0.675% zero

3 BBB/Baa2 0.225% 0.775% zero

4 BBB-/Baa3 0.25% 0.875% zero

5 BB+/Ba1 0.275% 1.100% zero

6 <BB+/Ba1 0.325% 1.300% zero

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"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), (ii) if there are three Debt Ratings and no

two Debt Ratings are at the same level, the intermediate Debt Rating

shall apply, or (iii) if there are three Debt Ratings and two Debt

Ratings are at the same level, then the level with the two Debt Ratings

shall apply.

Initially, the Applicable Margin shall be determined based upon the

Debt Rating specified in the certificate delivered pursuant to Section

4.01(a)(vii). 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(k) and

ending on

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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.

"Arranger" means Banc of America Securities LLC, in its capacity as

sole lead arranger and sole book manager.

"Assignment and Acceptance" means an Assignment and Acceptance

substantially in the form of Exhibit F.

"Attorney Costs" means and includes all reasonable fees and

disbursements of any law firm or other external counsel.

"Attributable Indebtedness" means, on any date, (a) in respect of any

Capital Lease of any Person, the capitalized amount thereof that would appear on

a balance sheet of such Person prepared as of such date in accordance with GAAP,

and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of

the remaining lease payments under the relevant lease that would appear on a

balance sheet of such Person prepared as of such date in accordance with GAAP if

such lease were accounted for as a Capital Lease.

"Audited Financial Statements" means the audited consolidated balance

sheet of the Consolidated Group for the fiscal year ended December 31, 1999, and

the related consolidated statements of income and cash flows for such fiscal

year of the Consolidated Group.

"Available Foreign Currency" means (i) British Pounds Sterling, (ii)

Euros and (iii) any other freely available currency which is freely transferable

and freely convertible into US Dollars and in which dealings in deposits are

carried on in the London interbank market, which shall be requested by Anixter

and approved by each Lender.

"AXE" means Anixter International Inc., a Delaware corporation.

"Bank of America" means Bank of America, N.A.

"Base Rate" means for any day a fluctuating rate per annum equal to the

higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest

in effect for such day as publicly announced from time to time by Bank of

America as its "prime rate." Such rate is a rate set by Bank of America based

upon various factors including Bank of America's costs and desired return,

general economic conditions and other factors, and is used as a reference point

for pricing some loans, which may be priced at, above, or below such announced

rate. Any change in such rate announced by Bank of America shall take effect at

the opening of business on the day specified in the public announcement of such

change.

"Base Rate Committed Loan" means a Committed Loan that is a Base Rate

Loan.

"Base Rate Loan" means a Loan that bears interest based on the Base

Rate.

"Benefit Plan" shall mean a defined benefit plan as defined in Section

3(35) of ERISA (other than a Multiemployer Plan) in respect of which Anixter or

any ERISA Affiliate is, or

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within the immediately preceding six (6) years was, an "employer" as defined in

Section 3(5) of ERISA.

"Bid Borrowing" means a borrowing consisting of simultaneous Bid Loans

of the same Type from each of the Lenders whose offer to make one or more Bid

Loans as part of such borrowing has been accepted under the auction bidding

procedures described in Section 2.03.

"Bid Loan" has the meaning specified in Section 2.03(a).

"Bid Loan Note" means a promissory note made by Anixter in favor of a

Lender evidencing Bid Loans made by such Lender, substantially in the form of

Exhibit D-2.

"Bid Request" means a written request for one or more Bid Loans

substantially in the form of Exhibit B-1.

"Board" means the Board of Governors of the Federal Reserve System of

the United States of America.

"Borrower" means Anixter and each Borrowing Subsidiary.

"Borrowing" means a Committed Borrowing, a Bid Borrowing or a Foreign

Currency Borrowing, as the context may require.

"Borrowing Subsidiary" means any Foreign Subsidiary of Anixter named as

such on the signature pages hereto or designated as a Borrowing Subsidiary by

Anixter pursuant to Section 2.16.

"Borrowing Subsidiary Agreement" means a Borrowing Subsidiary Agreement

substantially in the form of Exhibit C-1.

"Borrowing Subsidiary Termination" means a Borrowing Subsidiary

Termination substantially in the form of Exhibit C-2.

"British Pounds Sterling" means the lawful currency of the United

Kingdom of Great Britain and Northern Ireland.

"Business Day" means any day other than a Saturday or Sunday or a day

on which commercial banking institutions located in Charlotte, Chicago, New York

or San Francisco are authorized or required by law or other governmental action

to close and with respect to all notices, determinations, fundings and payments

in connection with any Eurocurrency Rate Loan, any day that is also a day for

trading by and between banks in the Applicable Currency in the applicable

interbank eurocurrency market.

"Capital Lease" as applied to any Person, means any lease of any

property (whether real, personal, or mixed) by that Person as lessee which, in

conformity with Agreement Accounting Principles, is or should be accounted for

as a capital lease on the balance sheet of that Person.

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"Cash Equivalents" shall mean (i) marketable direct obligations issued

or unconditionally guaranteed by the United States Government or issued by an

agency thereof and backed by the full faith and credit of the United States of

America, in each case maturing within ninety (90) days after the date of

acquisition thereof; (ii) marketable direct obligations issued by any state of

the United States of America maturing within ninety (90) days after the date of

acquisition thereof and, at the time of acquisition, having one of the two

highest ratings obtainable from either S&P or Moody's (or, if at any time

neither S&P nor Moody's shall be rating such obligations, then from such other

nationally recognized rating services acceptable to the Administrative Agent)

and not listed in Credit Watch published by S&P (or a similar publication of S&P

or another nationally recognized rating service); (iii) commercial paper (other

than commercial paper issued by AXE, Anixter or any Subsidiary of Anixter or any

of their Affiliates), domestic and Eurodollar certificates of deposit, time

deposits or bankers' acceptances, in any such case maturing no more than ninety

(90) days after the date of acquisition thereof and, at the time of the

acquisition thereof, the issuer's rating on its commercial paper is at least A-1

or P-1 from either S&P or Moody's (or, if at any time neither S&P nor Moody's

shall be rating such obligations, then the highest rating from other nationally

recognized rating services acceptable to the Administrative Agent); and (iv)

commercial paper (other than commercial paper issued by AXE, Anixter or any

Subsidiary of Anixter or any of their Affiliates), domestic and Eurodollar

certificates of deposit, time deposits or bankers' acceptances, in any such case

maturing no more than ninety (90) days after the date of acquisition thereof

and, at the time of the acquisition thereof, the issuer is a Lender and has a

rating on its commercial paper of at least A-2 or P-2 from either S&P or Moody's

(or, if at any time neither S&P nor Moody's shall be rating such obligations,

then the equivalent rating from other nationally recognized rating services

acceptable to the Administrative Agent), provided the amount of Cash Equivalents

under this clause (iv) shall not at any time exceed US$5,000,000.

"Change of Control" shall occur if any "person," as such term is

defined in Section 13(d)(3) of the Securities Exchange Act, other than the

Samuel Zell Group, is or becomes the "beneficial owner" (as defined in Rule

13d-3 under the Securities Exchange Act), directly or indirectly, of 20% or more

of the combined voting power of AXE's or Anixter's outstanding securities

ordinarily having the right to vote at elections of directors, and such person

at such time owns more of such combined voting power than the Samuel Zell Group.

"Class" means the character of certain Loans as Committed Loans, Bid

Loans or Foreign Currency Loans.

"Closing Date" means the first date all the conditions precedent in

Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the

case of Section 4.01(b), waived by the Person entitled to receive the applicable

payment).

"Code" means the Internal Revenue Code of 1986.

"Commission" means the Securities and Exchange Commission or any

Governmental Authority succeeding to the functions thereof.

"Commitment" means, as to each Lender, its obligation to (a) make

Committed Loans to Anixter pursuant to Section 2.01 or (b) purchase

participations in Foreign Currency Loans

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Obligations, and in an aggregate principal amount at any one time outstanding

not to exceed the amount of such Commitment set forth in the Allocation Notice

sent to such Lender.

"Committed Borrowing" means a borrowing consisting of simultaneous

Committed Loans of the same Type and having the same Interest Period made by

each of the Lenders pursuant to Section 2.01.

"Committed Loan" has the meaning specified in Section 2.01.

"Committed Loan Note" means a promissory note made by Anixter in favor

of a Lender evidencing Committed Loans made by such Lender, substantially in the

form of Exhibit D-1.

"Committed Loan Notice" means a notice of (a) a Committed Borrowing,

(b) a conversion of Committed Loans from one Type to the other, or (c) a

continuation of Committed Loans as the same Type, pursuant to Section 2.02(a),

which, if in writing, shall be substantially in the form of Exhibit A-1.

"Competitive Bid" means a written offer by a Lender to make one or more

Bid Loans, substantially in the form of Exhibit B-2, duly completed and signed

by such Lender.

"Compliance Certificate" means a certificate substantially in the form

of Exhibit E.

"Computation Date" means the last Business Day of each calendar month,

each date on which a Borrower borrows, converts or continues any Loan hereunder

and each date on which the Dollar Equivalent principal amount of a Loan is

required to be determined under this Agreement.

"Consolidated EBITDA" shall mean, for any period, for the Consolidated

Group calculated in accordance with Agreement Accounting Principles, (i)

Consolidated Net Income for such period taken as a single accounting period,

plus (ii) the provision for depreciation and amortization expense of the

Consolidated Group for such period, plus (iii) income taxes of the Consolidated

Group for such period, and plus (iv) net interest expense of the Consolidated

Group for such period; provided that there shall be excluded from Consolidated

EBITDA any non-cash, non-operating gains or losses (including, without

limitation, extraordinary or unusual gains or losses, gains or losses arising

from the sale of capital assets or the sale of owned buildings and properties

and other non-recurring gains or losses) during such period.

"Consolidated Fixed Charge Coverage Ratio" shall mean, for any period,

the ratio of (a) the sum of Consolidated EBITDA and Rental Expense for such

period to (b) the amount of Consolidated Fixed Charge Expense of the

Consolidated Group for such period.

"Consolidated Fixed Charge Expense" shall mean, for any period, the

cash interest expense (including the interest component of capital leases, the

interest component of Synthetic Lease Obligations, facility fees, and fees for

standby letters of credit, but excluding the interest accretion relating to the

Subordinated LYONs Note) plus consolidated yield or discount accrued on the

outstanding aggregate investment or principal amount of claims held by

purchasers, assignees or other transferees of (or of interests in) receivables

of Anixter and its Subsidiaries in connection with any Receivables

Securitization Transaction (regardless of the accounting

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treatment of such Receivables Securitization Transaction) and Rental Expense of

the Consolidated Group for such period calculated in accordance with Agreement

Accounting Principles.

"Consolidated Funded Indebtedness" means, as of any date of

determination, for the Consolidated Group on a consolidated basis, the sum of

(a) the outstanding principal amount of all obligations and liabilities, whether

current or long-term, for borrowed money (including Obligations hereunder but

excluding the Subordinated LYONs Note), (b) that portion of obligations with

respect to capital leases that are capitalized in the consolidated balance sheet

of the Consolidated Group, (c) the principal portion of Synthetic Lease

Obligations, (d) the outstanding aggregate investment or principal amount of

claims held by purchasers, assignees or transferees of (or of interests in)

receivables under Receivables Securitization Transactions, and (e) without

duplication, all Accommodation Obligations with respect to Indebtedness of the

type specified in subsections (a), (b), (c) and (d) above of Persons other than

any Borrower or any Subsidiary.

"Consolidated Group" shall mean Anixter and each of its Subsidiaries.

"Consolidated Net Income" means, for any period, for the Consolidated

Group on a consolidated basis, the net income of the Consolidated Group for that

period, determined in accordance with Agreement Accounting Principles.

"Consolidated Net Worth" means, at a particular date, all amounts which

would be included under shareholders' equity for the Consolidated Group

determined in accordance with Agreement Accounting Principles.

"Contaminant" means any pollutant, hazardous substance, hazardous

chemical, toxic substance, hazardous waste or special waste, as those terms are

defined in federal, state or local laws and regulations, radioactive material,

petroleum, including crude oil or any petroleum-derived substance, or breakdown

or decomposition product thereof, or any constituent of any such substance or

waste, including but not limited to polychlorinated biphenyls and asbestos.

"Contractual Obligation" means, as to any Person, any provision of any

security issued by such Person or of any agreement, instrument or other

undertaking to which such Person is a party or by which it or any of its

property is bound.

"Credit Extension" means each of the following: a Committed Borrowing,

Bid Borrowing or Foreign Currency Borrowing.

"Customary Permitted Liens" means:

(A) Liens (other than Environmental Liens, Liens imposed

under ERISA or Enforceable Judgments) for claims, taxes, assessments or

charges of any Governmental Authority not yet due or which are being

contested in good faith by appropriate proceedings and with respect to

which adequate reserves or other appropriate provisions are being

maintained in accordance with GAAP;

<PAGE>

(B) statutory Liens of landlords, bankers, carriers,

warehousemen, mechanics, materialmen and other Liens (other than

Environmental Liens, Liens imposed under ERISA or Enforceable

Judgments) imposed by law, arising in the ordinary course of business

and for amounts which (A) are not yet due, (B) are not more than thirty

(30) days past due as long as no notice of default has been given or

other action taken to enforce such Liens, or (C) (1) are not more than

thirty (30) days past due and a notice of default has been given or

other action taken to enforce such Liens, or (2) are more than thirty

(30) days past due, and, in the case of clause (1) or (2), are being

contested in good faith by appropriate proceedings which are sufficient

to prevent imminent foreclosure of such Liens and with respect to which

adequate reserves or other appropriate provisions are being maintained

in accordance with GAAP;

under ERISA or Enforceable Judgments) incurred or deposits made in the

ordinary course of business (including, without limitation, surety

bonds and appeal bonds) in connection with workers' compensation,

unemployment insurance and other types of employment benefits or to

secure the performance of tenders, bids, leases, contracts (other than

for the repayment of Indebtedness), statutory obligations and other

similar obligations or arising as a result of progress payments under

government contracts;

(D) easements (including, without limitation, reciprocal

easement agreements and utility agreements) rights-of-way, covenants,

consents, rights of landlords, reservations, encroachments, variations

and other restrictions, charges or encumbrances (whether or not

recorded) affecting the use of real property, which do not materially

interfere with the ordinary conduct of the business of Anixter or any

Subsidiary of Anixter;

(E) Liens in favor of customs and revenue authorities

arising as a matter of law to secure payment of customs duties in

connection with the importation of goods; and

(F) precautionary filings of financing statements in

connection with assets that are not owned by Anixter or its

Subsidiaries (including in connection with Operating Leases entered

into in the ordinary course of business).

"Debt Rating" has the meaning set forth in the definition of

"Applicable Margin."

"Debtor Relief Laws" means the Bankruptcy Code of the United States of

America, and all other liquidation, conservatorship, bankruptcy, assignment for

the benefit of creditors, moratorium, rearrangement, receivership, insolvency,

reorganization, or similar debtor relief Laws of the United States of America or

other applicable jurisdictions from time to time in effect and affecting the

rights of creditors generally.

"Default" means any event that, with the giving of any notice, the

passage of time, or both, would be an Event of Default.

"Default Rate" means an interest rate equal to (a) the Base Rate plus

(b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) 2% per

annum; provided, however, that (i) with respect to a Eurocurrency Rate Loan, the

Default Rate shall be an interest rate equal to the

<PAGE>

interest rate (including any Applicable Margin) otherwise applicable to such

Loan plus 2% per annum, in each case to the fullest extent permitted by

applicable Laws, and (ii) with respect to a Foreign Currency Loan following the

end of the relevant Interest Period therefor, the Default Rate shall be an

interest rate equal to (a) the Foreign Overnight Rate plus (b) 2% per annum.

"Disposition" or "Dispose" means the sale, transfer, license or other

disposition (including any sale and leaseback transaction) of any property by

any Person, including any sale, assignment, transfer or other disposal, with or

without recourse, of any notes or accounts receivable or any rights and claims

associated therewith.

"Dollar Equivalent" means, with respect to a specified amount of any

currency, the amount of US Dollars into which such amount of such currency would

be converted, based on the applicable Spot Rate of Exchange.

"Domestic Subsidiaries" means Anixter-Real Estate, Inc., an Illinois

corporation, Anixter Information Systems Corporation, an Illinois corporation,

and Anixter Financial Inc., a Delaware corporation.

"Eligible Assignee" has the meaning specified in Section 10.07(h).

"Enforceable Judgment" means a judgment or order as to which (a)

Anixter has not demonstrated to the reasonable satisfaction of the Required

Lenders that the Borrowers are covered by third-party insurance (other than

retro-premium insurance) therefor and (b) the period, if any, during which the

enforcement of such judgment or order is stayed shall have expired, it being

understood that a judgment or order which is under appeal or as to which the

time in which to perfect an appeal has not expired shall not be deemed an

"Enforceable Judgment" so long as enforcement thereof is effectively stayed

pending the outcome of such appeal or the expiration of such period, as the case

may be; provided that if enforcement of a judgment or order has been stayed on

condition that a bond or collateral equal to or greater than US$20,000,000 be

posted or provided, such judgment or order shall immediately be an "Enforceable

Judgment."

"Environmental Laws" means all Laws relating to environmental, health,

safety and land use matters applicable to any property.

"Environmental Lien" means a Lien in favor of any Governmental

Authority for (i) any liability of Anixter or any Subsidiary of Anixter under

federal or state environmental laws or regulations, or (ii) damages from, or

costs incurred by such Governmental Authority in response to, a Release or

threatened Release of a Contaminant into the environment.

"ERISA" means the Employee Retirement Income Security Act of 1974 and

any regulations issued pursuant thereto.

"ERISA Affiliate" means any (i) corporation which is a member of the

same controlled group of corporations (within the meaning of Section 414(b) of

the Code) as Anixter or any of its Subsidiaries, (ii) partnership or other trade

or business (whether or not incorporated) under common control (within the

meaning of Section 414(c) of the Code) with Anixter or any of its Subsidiaries,

and (iii) member of the same affiliated service group (within the meaning of

<PAGE>

Section 414(m) of the Code) as Anixter or any of its Subsidiaries, any

corporation described in clause (i) above or any partnership or trade or

business described in clause (ii) above.

"ERISA Event" means (a) any "reportable event", as defined in Section

4043 of ERISA or the regulations issued thereunder (other than an event for

which the 30-day notice period is waived), with respect to a Plan; (b) the

existence with respect to any Plan of an "accumulated funding deficiency" (as

defined in Section 412 of the Code or Section 302 of ERISA), whether or not

waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)

of ERISA of an application for a waiver of the minimum funding standard with

respect to any Plan; (d) the incurrence by Anixter or any of its ERISA

Affiliates of any liability under Title IV of ERISA with respect to the

termination of any Plan; (e) any Termination Event; or (f) the receipt by

Anixter or any ERISA Affiliate of any notice, or the receipt by any

Multiemployer Plan from Anixter or any ERISA Affiliate of any notice, concerning

the imposition of Withdrawal Liability or a determination that a Multiemployer

Plan is, or is expected to be, insolvent or in reorganization, within the

meaning of Title IV of ERISA.

"Euro" has the meaning set forth in Section 10.18.

"Eurocurrency Bid Margin" means the margin above or below the

Eurocurrency Rate to be added to or subtracted from the Eurocurrency Rate, which

margin shall be expressed in multiples of 1/100th of one basis point.

"Eurocurrency Rate" means, for any Eurocurrency Rate Loan for any

Interest Period,

(a) in the case of a Foreign Currency Loan in British Pounds

Sterling, (i) the rate per annum which appears on the Reuters Screen LIBO Page

as the London interbank offered rate for deposits in British Pounds Sterling at

approximately 11:00 a.m. (London, England time) on the first day of such

Interest Period for a term comparable to such Interest Period; provided that if

more than one rate is specified on the Reuters Screen LIBO Page, the rate shall

be the arithmetic mean of all such rates; or (ii) if for any reason the rate

described in clause (i) is not available, the rate per annum (carried to five

decimal places) determined by the Administrative Agent as the rate at which

deposits in British Pounds Sterling in the approximate amount of such Foreign

Currency Loan, and having a maturity comparable to such Interest Period, are

offered by the Administrative Agent to major banks in the interbank market at

approximately 11:00 a.m. (London, England time) on the first day of such

Interest Period; and

(b) in the case of any other Eurocurrency Rate Loan, the rate per

annum determined by the Administrative Agent as (i) the rate which appears on

Telerate Page 3750 or the other appropriate Telerate Page (or any successor

page) as the London interbank offered rate for deposits in the Applicable

Currency at approximately 11:00 a.m. (London, England time) two Business Days

prior to the first day of such Interest Period for a term comparable to such

Interest Period; or (ii) if for any reason the rate described in clause (i) is

not available, the rate per annum which appears on the Reuters Screen LIBO Page

as the London interbank offered rate for deposits in the Applicable Currency at

approximately 11:00 a.m. (London, England time) two Business Days prior to the

first day of such Interest Period for a term comparable to such Interest Period;

provided that if more than one rate is specified on the Reuters Screen LIBO

Page, the rate shall be the arithmetic mean of all such rates (carried to five

decimal places).

<PAGE>

"Eurocurrency Rate Committed Loan" means a Committed Loan that bears

interest at a rate based on the Eurocurrency Rate.

"Eurocurrency Rate Loan" means a Eurocurrency Rate Committed Loan, a

Eurocurrency Rate Margin Bid Loan or Foreign Currency Loan bearing interest at a

rate based on the Eurocurrency Rate.

"Eurocurrency Rate Margin Bid Loan" means a Bid Loan that bears

interest a rate based upon the Eurocurrency Rate.

"Event of Default" means any of the events or circumstances specified

in Article VIII.

"Existing Credit Facility" means that certain Second Amended and

Restated Credit Agreement dated as of September 6, 1996, as amended, among the

Borrowers, the Guarantors, The Chase Manhattan Bank, as administrative agent,

and a syndicate of lenders.

"Existing Indebtedness" means the Indebtedness of Anixter and any of

its Subsidiaries reflected on Schedule 7.01(ii), but in any event excluding the

Indebtedness evidenced by the Revolving Subordinated Notes.

"Federal Funds Rate" means, for any day, the rate per annum (rounded

upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates

on overnight Federal funds transactions with members of the Federal Reserve

System arranged by Federal funds brokers on such day, as published by the

Federal Reserve Bank on the Business Day next succeeding such day; provided that

(a) if such day is not a Business Day, the Federal Funds Rate for such day shall

be such rate on such transactions on the next preceding Business Day as so

published on the next succeeding Business Day, and (b) if no such rate is so

published on such next succeeding Business Day, the Federal Funds Rate for such

day shall be the average rate charged to Bank of America on such day on such

transactions as determined by the Administrative Agent.

"Financial Officer" means, with respect to any Person, any of the chief

financial officer, controller or treasurer of such Person and, with respect to

Anixter shall include its Vice President-Finance.

"Financial Statement Delivery Date" means the 90th day following the

end of the fourth Fiscal Quarter and the 45th day following the end of each

other Fiscal Quarter, in each Fiscal Year.

"Fiscal Quarter" means a 13-week accounting period of the Borrowers

ending on or about March 31, June 30, September 30 or December 31 of any Fiscal

Year.

"Fiscal Year" means the fiscal year of the Borrowers, which shall be

the annual accounting period of the Borrowers ending on the Friday closest to

December 31 of each year.

"Fitch" means Fitch IBCA, Inc.

<PAGE>

"Foreign Currency Borrowing" means a borrowing consisting of

simultaneous Foreign Currency Loans of the same Available Foreign Currency from

the Foreign Currency Lenders pursuant to Section 2.04.

"Foreign Currency Commitment" means, as to each Foreign Currency

Lender, its obligation to make Foreign Currency Loans to the Borrowing

Subsidiaries pursuant to Section 2.04, in an aggregate principal Dollar

Equivalent amount at any one time outstanding not to exceed the amount of such

Lender's Foreign Currency Commitment set forth in the Allocation Notice sent to

such Foreign Currency Lender.

"Foreign Currency Lender" means each of Bank of America, Bank One, NA

and The Bank of Nova Scotia.

"Foreign Currency Loan" means has the meaning specified in Section

2.04.

"Foreign Currency Loan Note" means a promissory note made by a

Borrowing Subsidiary in favor of a Foreign Currency Lender evidencing Foreign

Currency Loans made by such Foreign Currency Lender, substantially in the form

of Exhibit D-3.

"Foreign Currency Loan Notice" means a notice of (a) a Foreign Currency

Borrowing, or (b) a continuation of Foreign Currency Loans for a new Interest

Period, pursuant to Section 2.05, which, if in writing, shall be substantially

in the form of Exhibit A-2.

"Foreign Currency Participation Funding Notice" means a written notice

from a Foreign Currency Lender informing the Administrative Agent that an Event

of Default has occurred and is continuing and directing the Administrative Agent

to notify all Lenders to fund their participations in the Foreign Currency Loans

as provided in Section 2.06.

"Foreign Currency Pro Rata Share" means, with respect to each Foreign

Currency Lender, the percentage (carried out to the ninth decimal place) of the

Aggregate Foreign Currency Commitments set forth on such Lender's Allocation

Notice, as such share may be adjusted as contemplated herein.

"Foreign Employee Benefit Plan" means any plan, program, policy,

agreement or contract maintained or contributed to or for the benefit of

employees or Anixter, any of its Subsidiaries or any ERISA Affiliate which is

governed by the laws of a jurisdiction outside the United States of America.

"Foreign Lender" has the meaning specified in Section 10.15.

"Foreign Overnight Rate" means, for any day with respect to any amount

in any currency (other than US Dollars), the rate of interest per annum at which

overnight deposits in such currency, in an amount approximately equal to the

amount with respect to which such rate is being determined, would be offered for

such day to major banks in the London or other applicable offshore interbank

market by Bank of America's London Branch.

"Foreign Pension Plan" means any pension plan or other deferred

compensation plan, program or arrangement maintained or contributed to or for

the benefit of employees of Anixter,

<PAGE>

any of its Subsidiaries or any ERISA Affiliate, which, under the applicable

local law, is required to be funded through a trust or other funding vehicle and

which is governed by the laws of a jurisdiction outside the United States of

America.

"Foreign Subsidiaries" means Anixter Puerto Rico, Inc., Anixter

Venezuela Inc., Anixter Thailand Inc., Anixter Philippines Inc. and any of

Anixter's Subsidiaries which are incorporated in any jurisdiction outside of the

United States, and their respective successors and assigns.

"GAAP" means generally accepted accounting principles set forth in the

opinions and pronouncements of the Accounting Principles Board and the American

Institute of Certified Public Accountants and statements and pronouncements of

the Financial Accounting Standards Board or such other principles as may be

approved by a significant segment of the accounting profession, that are

applicable to the circumstances as of the date of determination, consistently

applied.

"Governmental Authority" means any nation or government, any state or

other political subdivision thereof, any agency, authority, instrumentality,

regulatory body, court, administrative tribunal, central bank or other entity

exercising executive, legislative, judicial, taxing, regulatory or

administrative powers or functions of or pertaining to government, and any

corporation or other entity owned or controlled, through stock or capital

ownership or otherwise, by any of the foregoing.

"Guarantors" means (a) Anixter, AXE, and each Domestic Subsidiary, and

(b) each Subsidiary that becomes a Guarantor as provided in Section 6.11.

"Guaranty" means the Guaranty made by the Guarantors in favor of the

Administrative Agent on behalf of the Lenders, substantially in the form of

Exhibit G (other than the Receivables Securitization SPV).

"Hedging Contracts" means interest rate, foreign currency or commodity

exchange, swap, collar, cap, option, forward, futures or similar agreements

entered into by Anixter or any of its Subsidiaries pursuant to which Anixter or

such Subsidiary has hedged its interest rate, foreign currency or commodity

exposure.

"Indebtedness" means, as to any Person at a particular time, all of the

following (without duplication):

(a) all obligations of such Person for borrowed money and

all obligations of such Person evidenced by bonds, debentures, notes,

loan agreements or other similar instruments;

(b) any direct or contingent obligations of such Person

arising under letters of credit (including standby and commercial),

banker's acceptances, bank guaranties, surety bonds and similar

instruments;

amount equal to (i) if such Hedging Contract has been closed out, the

termination value thereof, or (ii) if such Hedging Contract has not

been closed out, the mark-to-market value thereof determined

<PAGE>

on the basis of readily available quotations provided by any recognized

dealer in such Hedging Contract;

(d) whether or not so included as liabilities in

accordance with GAAP, all obligations of such Person to pay the

deferred purchase price of property or services, and indebtedness

(excluding prepaid interest thereon) secured by a Lien on property

owned or being purchased by such Person (including indebtedness arising

under conditional sales or other title retention agreements), whether

or not such indebtedness shall have been assumed by such Person or is

limited in recourse;

(e) Capital Leases and Synthetic Lease Obligations;

(f) the outstanding aggregate investment or principal

amount of claims held by purchasers, assignees or transferees of (or of

interests in) receivables of such Person in connection with any

Receivables Securitization Transaction; and

(g) all Accommodation Obligations of such Person in

respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include

the Indebtedness of any partnership or joint venture in which such Person is a

general partner or a joint venturer, unless such Indebtedness is expressly made

non-recourse to such Person except for customary exceptions acceptable to the

Required Lenders. The amount of any Capital Lease or Synthetic Lease Obligation

as of any date shall be deemed to be the amount of Attributable Indebtedness in

respect thereof as of such date.

"Indemnified Liabilities" has the meaning set forth in Section 10.05.

"Indemnitees" has the meaning set forth in Section 10.05.

"Interest Payment Date" means, (a) as to any Loan other than a Base

Rate Loan, the last day of each Interest Period applicable to such Loan;

provided, however, that if any Interest Period for a Eurocurrency Rate Loan

exceeds three months, the respective dates that fall every three months after

the beginning of such Interest Period shall also be Interest Payment Dates; and

(b) as to any Base Rate Loan, the last Business Day of each March, June,

September and December and the Maturity Date.

"Interest Period" means (a) as to each Eurocurrency Rate Loan, the

period commencing on the date such Eurocurrency Rate Loan is disbursed or (in

the case of any Eurocurrency Rate Committed Loan) converted to or continued as a

Eurocurrency Rate Loan and ending on the date one, two, three or six months

thereafter, as selected by the related Borrower in its Committed Loan Notice,

Bid Request or Foreign Currency Loan Notice, as the case may be; and (b) as to

each Absolute Rate Loan, a period of not less than 14 days and not more than 180

days as selected by Anixter in its Bid Request; provided that:

(i) any Interest Period that would otherwise end on a day

that is not a Business Day shall be extended to the next succeeding

Business Day unless, in the case

<PAGE>

of a Eurocurrency Rate Loan, such Business Day falls in another

calendar month, in which case such Interest Period shall end on the

next preceding Business Day;

(ii) any Interest Period pertaining to a Eurocurrency Rate

Loan that begins on the last Business Day of a calendar month (or on a

day for which there is no numerically corresponding day in the calendar

month at the end of such Interest Period) shall end on the last

Business Day of the calendar month at the end of such Interest Period;

and

(iii) no Interest Period shall extend beyond the scheduled

Maturity Date.

"Investment" has the meaning assigned to that term in Section 7.03.

"IRS" means the United States Internal Revenue Service.

"Laws" means, collectively, all international, foreign, Federal, state

and local statutes, treaties, rules, guidelines, regulations, ordinances, codes

and administrative or judicial precedents or authorities, including the

interpretation or administration thereof by any Governmental Authority charged

with the enforcement, interpretation or administration thereof, and all

applicable administrative orders, directed duties, requests, licenses,

authorizations and permits of, and agreements with, any Governmental Authority,

in each case whether or not having the force of law.

"Lender" has the meaning specified in the introductory paragraph

hereto.

"Lending Office" means, as to any Lender, the office or offices of such

Lender described as such on Schedule 10.02, or such other office or offices as a

Lender may from time to time notify Anixter and the Administrative Agent.

"Leverage Ratio" means, as of any date of determination, for Anixter

and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated

Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of

the four Fiscal Quarters ending on such date, provided that, for purposes of

calculating the Leverage Ratio, Consolidated EBITDA shall be calculated on a pro

forma basis (in accordance with Article 11 of Regulation S-X of the Securities

and Exchange Commission) to the extent necessary to give effect to (a) any

acquisition made by Anixter or any Subsidiary during such period (without giving

effect to any increase in Consolidated EBITDA reflecting projected synergies

resulting from such acquisition) so long as, and to the extent that, (i) Anixter

delivers to the Administrative Agent (which shall promptly deliver to each

Lender) a summary in reasonable detail of the assumptions underlying, and the

calculations made, in computing Consolidated EBITDA on a pro forma basis and

(ii) the Required Lenders do not object to such assumptions and/or calculations

within 10 Business Days after receipt thereof; and (b) any divestiture of a

Subsidiary, division or other operating unit made during such period.

"Liabilities and Costs" means all liabilities, claims, obligations,

responsibilities, losses, damages, punitive damages, consequential damages,

treble damages, charges, costs and expenses (including, without limitation,

attorneys', experts' and consulting fees and costs of investigation and

feasibility studies), fines, penalties and monetary sanctions, interest, direct

or indirect, known or unknown, absolute or contingent, past, present or future.

<PAGE>

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit

arrangement, encumbrance, lien (statutory or other), Environmental Lien,

Enforceable Judgment, charge, or preference, priority or other security interest

or preferential arrangement of any kind or nature whatsoever (including any

conditional sale or other title retention agreement, the interest of a lessor

under a Capital Lease, any financing lease having substantially the same

economic effect as any of the foregoing, and the filing of any financing

statement under the Uniform Commercial Code or comparable Laws of any

jurisdiction), including the interest of a purchaser of accounts receivable.

"Loan" means an extension of credit by a Lender to a Borrower under

Article II in the form of a Committed Loan, Bid Loan or Foreign Currency Loan.

"Loan Documents" means this Agreement, each Note, the Guaranty, the

Agent/Arranger Fee Letter, each Request for Credit Extension and each Compliance

Certificate.

"Loan Parties" means, collectively, the Borrowers and the Guarantors.

"Margin Stock" has the meaning assigned to such term in Regulation G

and Regulation U.

"Material Adverse Effect" means (a) a material adverse change in, or a

material adverse effect upon, the operations, assets, liabilities (actual or

contingent), business, properties, financial condition or prospects of AXE,

Anixter and its Subsidiaries taken as a whole; (b) a material impairment of the

ability of the Loan Parties (taken as a whole) to perform the obligations of all

Loan Parties under any Loan Document to which it is a party; or (c) a material

adverse effect upon the legality, validity, binding effect or enforceability

against any Loan Party of any Loan Document to which it is a party or the rights

and remedies of the Lenders under the Loan Documents.

"Material Transaction" means any sale, assignment, transfer, conveyance

or other disposition of (i) assets of any member of the Consolidated Group or

(ii) capital stock of any member of the Consolidated Group which, when combined

with all such other sales, assignments, transfers, conveyances or other

dispositions in the immediately preceding twelve-month period represents the

disposition of an amount which is greater than ten percent (10.0%) of the

Consolidated Group's (x) assets or (y) revenues.

"Maturity Date" means (a) October 6, 2005, (b) such earlier date upon

which the Commitments may be terminated in accordance with the terms hereof, or

US$50,000,000 or more in the aggregate of the principal amount of the

Subordinated LYONs Note.

"Minimum Tranche" means (a) in the case of US Dollars, US$5,000,000 or

a higher integral multiple of US$1,000,000; and (b) in the case of any Available

Foreign Currency, an amount equal to US$5,000,000 or a higher integral multiple

of 1,000,000 units of such currency.

"Moody's" means Moody's Investors Service, Inc.

<PAGE>

"Multiemployer Plan" means a "multiemployer plan" as defined in Section

4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years

was, contributed to by Anixter or any ERISA Affiliate.

"Notes" means, collectively, the Committed Loan Notes, the Bid Loan

Notes and the Foreign Currency Loan Notes.

"Obligations" means all advances to, and debts, liabilities,

obligations, covenants and duties of, any Loan Party arising under any Loan

Document, whether direct or indirect (including those acquired by assumption),

absolute or contingent, due or to become due, now existing or hereafter arising

and including interest that accrues after the commencement by or against any

Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief

Laws naming such Person as the debtor in such proceeding.

"Officers' Certificate" means, as to any corporation, a certificate

executed on behalf of such corporation by a Financial Officer of such

corporation.

"Operating Lease" means, as applied to any Person, any lease of any

Property by that Person as lessee which is not a Capital Lease.

"Organization Documents" means, (a) with respect to any corporation,

the certificate or articles of incorporation and the bylaws; (b) with respect to

any limited liability company, the articles of formation and operating

agreement; and (c) with respect to any partnership, joint venture, trust or

other form of business entity, the partnership, joint venture or other

applicable agreement of formation and any agreement, instrument, filing or

notice with respect thereto filed in connection with its formation with the

secretary of state or other department in the state of its formation, in each

case as amended from time to time.

"Outstanding Amount" means with respect to Committed Loans, Bid Loans

and Foreign Currency Loans on any date, the aggregate outstanding principal

Dollar Equivalent amount thereof after giving effect to any borrowings and

prepayments or repayments of Committed Loans, Bid Loans and Foreign Currency

Loans, as the case may be, occurring on such date.

"Participant" has the meaning specified in Section 10.07(d).

"PBGC" means the Pension Benefit Guaranty Corporation.

"Pension Plan" means any "employee pension benefit plan" (as such term

is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is

subject to Title IV of ERISA and is sponsored or maintained by Anixter or any

ERISA Affiliate or to which Anixter or any ERISA Affiliate contributes or has an

obligation to contribute, or in the case of a multiple employer plan (as

described in Section 4064(a) of ERISA) has made contributions at any time during

the immediately preceding five plan years.

"Permits" means any permit, approval, consent, authorization, license,

variance, or permission required from a Governmental Authority under an

applicable Requirement of Law.

<PAGE>

"Permitted Existing Liens" means the Liens on any property of Anixter

or any Subsidiary of Anixter, in each case reflected on Schedule 7.02(b).

"Person" means any individual, trustee, corporation, general

partnership, limited partnership, limited liability company, joint stock

company, trust, unincorporated organization, bank, business association, firm,

joint venture or Governmental Authority.

"Plan" means an employee benefit plan defined in Section 3(3) of ERISA

in respect of which either Anixter or any ERISA Affiliate is, or within the

immediately preceding six (6) years was, an "employer" as defined in Section

3(5) of ERISA.

"Pro Rata Share" means, with respect to each Lender, the percentage

(carried out to the ninth decimal place) that such Lender's Commitment comprises

of the Aggregate Commitments, as such share may be adjusted as contemplated

herein.

"Property" means with respect to any Person, any real or personal

property, plant, building, facility, structure, equipment or unit, or other

asset (tangible or intangible) owned, leased or operated by such Person.

"Put Event" means a "Put Event" under and as defined in Section 1010 of

the Senior Note Indenture.

"Receivables Securitization SPV" means a special purpose entity that is

a Subsidiary established for a Receivables Securitization Transaction.

"Receivables Securitization Transaction" means any sale, assignment or

other transfer by Anixter or any Subsidiary of accounts receivable, lease

receivables or other payment obligations owing to Anixter or such Subsidiary or

any interest in any of the foregoing, together in each case with any collections

and other proceeds thereof, any collection or deposit accounts related thereto,

and any collateral, guaranties or other property or claims in favor of Anixter

or such Subsidiary supporting or securing payment by the obligor thereon of, or

otherwise related to, any such receivables.

"Register" has the meaning set forth in Section 10.07(c).

"Release" means any release, spill, emission, leaking, pumping,

injection, deposit, disposal, discharge, dispersal, leaching or migration from

any Property into the indoor or outdoor environment, including the movement of

Contaminants through or in the air, soil, surface water, groundwater or

Property.

"Remedial Action" means any action required to (i) clean up, remove,

treat or in any other way address Contaminants in the indoor or outdoor

environment; (ii) prevent a Release or threat of Release or minimize the further

Release of Contaminants so they do not migrate or endanger or threaten to

endanger public health or welfare or the indoor or outdoor environment; or (iii)

perform pre-remedial studies and investigations or post-remedial monitoring and

care.

<PAGE>

"Rental Expense" means, for any period, the total rental expense for

Operating Leases of the Consolidated Group on a consolidated basis, as

determined in accordance with Agreement Accounting Principles.

"Reportable Event" means any of the events set forth in Section 4043 of

ERISA.

"Request for Credit Extension" means (a) with respect to a Borrowing,

conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with

respect to a Bid Loan, a Bid Request and (c) with respect to a Borrowing or

continuation of Foreign Currency Loans, a Foreign Currency Loan Notice.

"Required Lenders" means, as of any date of determination, Lenders

whose Voting Percentages aggregate more than 50%.

"Requirements of Law" means, as to any Person, the Organization

Documents or other organizational or governing documents of such Person, and any

law, rule or regulation, Permit, or determination of an arbitrator or a court or

other Governmental Authority, in each case applicable to or binding upon such

Person or any of its Property or to which such Person or any of its property is

subject, including, without limitation, the Securities Act, the Securities

Exchange Act, Regulation T, Regulation U and Regulation X, and any certificate

of occupancy, zoning ordinance, building, environmental or land use, law, rule,

regulation, ordinance or Permit or occupational safety or health law, rule or

regulation.

"Responsible Officer" means the president, chief financial officer,

treasurer or assistant treasurer of a Loan Party or such other person designated

as such by any of the foregoing officers of such Loan Party. Any document

delivered hereunder that is signed by a Responsible Officer of a Loan Party

shall be conclusively presumed to have been authorized by all necessary

corporate, partnership and/or other action on the part of such Loan Party and

such Responsible Officer shall be conclusively presumed to have acted on behalf

of such Loan Party.

"Restricted Payment" means (i) any dividend or other distribution,

direct or indirect, on account of any shares of any class of capital stock of

Anixter or any of its Subsidiaries, except a distribution of stock as part of a

stock split and except a dividend payable solely in shares of that class of

stock or in any junior class of stock to the holders of that class, provided

that the issuance of such stock or junior class of stock is not an incurrence of

Indebtedness, (ii) any redemption, retirement, sinking fund or similar payment,

purchase or other acquisition for value, direct or indirect, of any shares of

any class of capital stock of Anixter or any of its Subsidiaries now or

hereafter outstanding, (iii) any payment made to retire, or to obtain the

surrender of, any outstanding warrants, options or other rights to acquire

shares of any class of capital stock of Anixter or any of its subsidiaries now

or hereafter outstanding, (iv) any payment of a claim for the rescission of the

purchase or sale of, or for material damages arising from the purchase or sale

of any shares of the capital stock of Anixter or any of its Subsidiaries or of a

claim for reimbursement, indemnification or contribution arising out of or

related to any such claim for damages or rescission, (v) any payment of

tax-sharing payments, allocated corporate overhead (other than expenses paid to

third parties by AXE on behalf of Anixter), guaranty fees or management fees to

AXE or any of its Affiliates, and (vi) any payment in the nature of a loan from

Anixter or any of its Subsidiaries to AXE or any of AXE's Subsidiaries (other

than

<PAGE>

intercompany loans between Anixter or any of Anixter's Subsidiaries with each

other as expressly permitted pursuant to this Agreement); provided, however,

Restricted Payment shall not include (x) any payment of dividends by any

Subsidiary of Anixter to Anixter or any other Subsidiary of Anixter, or (y) any

redemption, retirement, purchase or other acquisition for value, direct or

indirect, of any shares of capital stock of Anixter issued to its employees

under and pursuant to the provisions of the Anixter Distribution Stock Plan

pursuant to Section 7.03(iv)(b).

"Revolving Subordinated Note" means the demand promissory note from

Anixter to AXE dated October 6, 2000, as the same may be amended, modified or

supplemented.

"Same Day Funds" means (i) with respect to disbursements and payments

in US Dollars, immediately available funds, and (ii) with respect to

disbursements and payments in any other currency, same day or other funds as may

be determined by the Administrative Agent to be customary in the place of

disbursement or payment for the settlement of international banking transactions

in such currency.

"Samuel Zell Group" means Samuel Zell or any of his affiliates (as such

term is defined in Rule 12b-2 of the Securities Exchange Act) or associates (as

such term is defined in Rule 12b-2 of the Securities Exchange Act), and his

heirs and beneficiaries.

"S&P" means Standard & Poor's Ratings Services, a division of The

McGraw-Hill Companies, Inc.

"Securities Act" means the Securities Act of 1933.

"Securities Exchange Act" means the Securities Exchange Act of 1934.

"Senior Note Indenture" means that certain Indenture dated as of

September 9, 1996 among Anixter, AXE and The Bank of New York, as Trustee.

"Senior Notes" shall mean Anixter's Senior Notes due 2003, issued

pursuant to the Senior Note Indenture in an amount not to exceed US$100,000,000.

"Solvent" means, when used with respect to any Person, that at the time

of determination:

(i) the fair value of its assets (both at fair valuation

and at present fair saleable value) is equal to or in excess of the

total amount of its liabilities, including, without limitation,

contingent liabilities; and

(ii) it is then able and expected to be able to pay its

debts as they mature; and

(iii) it has capital sufficient to carry on its business as

conducted and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and

pension plan liabilities), such liabilities shall be computed at the amount

which, in light of all the facts and circumstances existing at the time,

represent the amount which can reasonably be expected to become an actual or

matured liability.

<PAGE>

"Spot Rate of Exchange" means for any amount denominated in any

currency other than US Dollars, an amount of US Dollars into which the

Administrative Agent could convert such currency by using the applicable quoted

spot rate as reported on the appropriate page of the Reuters Screen at 11:00

a.m. (London, England time) two Business Days preceding the day such

determination is requested to be made.

"Subordinated LYONs Note" means the zero-coupon, convertible

subordinated note dated October 6, 2000 of Anixter payable to AXE in the

original principal amount of US$200,035,440.

"Subsidiary" of a Person means a corporation, partnership, joint

venture, limited liability company or other business entity of which a majority

of the shares of securities or other interests having ordinary voting power for

the election of directors or other governing body (other than securities or

interests having such power only by reason of the happening of a contingency)

are at the time beneficially owned by such Person. Unless otherwise specified,

all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a

Subsidiary or Subsidiaries of Anixter.

"Synthetic Lease Obligation" means the monetary obligation of a Person

under (a) a so-called synthetic, off-balance sheet or tax retention lease, or

(b) an agreement for the use or possession of property creating obligations that

do not appear on the balance sheet of such Person but which, upon the insolvency

or bankruptcy of such Person, would be characterized as the indebtedness of such

Person (without regard to accounting treatment).

"Tax Allocation Agreement" means that certain Tax Allocation Agreement

between AXE and Anixter dated as of January 1, 1987 as initially supplemented by

that certain Tax Allocation Agreement Supplement dated as of May 6, 1987, which

Supplement has been superseded by that certain Tax Allocation Agreement

Supplement dated as of May 20, 1992, as the same may be amended, restated,

supplemented or otherwise modified from time to time (i) in any respect which

does not (a) require Anixter to make any greater payments thereunder either in

absolute amounts or percentage terms or (b) does not reduce either in absolute

amounts or percentage terms the benefits to Anixter, without consent of all of

the Lenders or (ii) otherwise with the consent of the Required Lenders.

"Termination Event" means a (i) Reportable Event with respect to any

Benefit Plan; (ii) the withdrawal of Anixter of any ERISA Affiliate from a

Benefit Plan during a plan year in which Anixter or such ERISA Affiliate was a

"substantial employer" as defined in Section 4001(a)(2) of ERISA; (iii) the

imposition of an obligation of Anixter or any ERISA Affiliate under Section 4041

of ERISA to provide affected parties written notice of intent to terminate a

Benefit Plan in a distress termination described in Section 4041(c) of ERISA;

(iv) the institution by the PBGC or any similar foreign governmental authority

of proceedings to terminate a Benefit Plan or a Foreign Pension Plan, (v) any

event or condition which might constitute grounds under Section 4042 of ERISA

for the termination of, or the appointment of a trustee to administer, any

Benefit Plan; (vi) a foreign governmental authority shall appoint or institute

proceedings to appoint a trustee to administer any Foreign Pension Plan; or

(vii) the partial or complete withdrawal of Anixter of any ERISA Affiliate from

a Multiemployer Plan or a Foreign Pension Plan.

<PAGE>

"364-Day Credit Agreement" means the 364-Day Revolving Credit Agreement

dated as of the date hereof among the Borrowers, the lenders party thereto and

Bank of America, as administrative agent.

"Total Outstandings" means at any time the aggregate principal amount

(or Dollar Equivalent principal amount, as applicable) of all Loans.

"Transaction Costs" means the reasonable fees, costs and expenses

payable by Anixter or any of its Subsidiaries pursuant hereto or in connection

herewith or in respect hereof or of the other Loan Documents.

"Transaction Documents" means the Loan Documents, the Tax Allocation

Agreement, the Revolving Subordinated Note and the Subordinated LYONs Note.

"Type" means (a) with respect to a Committed Loan, its character as a

Base Rate Loan or a Eurocurrency Rate Loan, (b) with respect to a Bid Loan, its

character as an Absolute Rate Loan or a Eurocurrency Rate Margin Bid Loan and

particular currency bearing interest at a rate based on the Eurocurrency Rate or

on the Foreign Overnight Rate.

"US Dollar Eurocurrency Rate Loans" means Committed Loans which are

Eurocurrency Rate Loans and are denominated in US Dollars.

"US Dollars" or "US$" means dollars constituting legal tender for the

payment of public and private debts in the United States of America.

"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 and Bid Loans, plus (B) such Lender's Pro Rata Share of

the Outstanding Amount of Foreign Currency Loans, 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 Foreign Currency Loans

required to be funded by it hereunder, such Lender's Voting Percentage shall be

deemed to be -0-, and the respective Pro Rata Shares and Voting Percentages of

the other Lenders shall be recomputed for purposes of this definition and the

definition of "Required Lenders" without regard to such Lender's Commitment or

the outstanding amount of its Committed Loans, as the case may be.

1.02 OTHER INTERPRETIVE PROVISIONS.

(a) The meanings of defined terms are equally applicable to the

singular and plural forms of the defined terms.

(b) (i) The words "herein" and "hereunder" and words of

similar import when used in any Loan Document shall refer to such Loan Document

as a whole and not to any particular provision thereof.

<PAGE>

(ii) Unless otherwise specified herein, Article, Section,

Exhibit and Schedule references are to this Agreement.

(iii) The term "including" is by way of example and not

limitation.

(iv) The term "documents" includes any and all

instruments, documents, agreements, certificates, notices, reports,

financial statements and other writings, however evidenced.

a later specified date, the word "from" means "from and including;" the words

"to" and "until" each mean "to but excluding;" and the word "through" means "to

and including."

(d) Section headings herein and the other Loan Documents are

included for convenience of reference only and shall not affect the

interpretation of this Agreement or any other Loan Document.

1.03 ACCOUNTING TERMS. ALL ACCOUNTING TERMS NOT SPECIFICALLY OR

COMPLETELY DEFINED HEREIN SHALL BE CONSTRUED IN CONFORMITY WITH, AND ALL

FINANCIAL DATA REQUIRED TO BE SUBMITTED PURSUANT TO THIS AGREEMENT SHALL BE

PREPARED IN CONFORMITY WITH, GAAP APPLIED ON A CONSISTENT BASIS, AS IN EFFECT

FROM TIME TO TIME, APPLIED IN A MANNER CONSISTENT WITH THAT USED IN PREPARING

THE AUDITED FINANCIAL STATEMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PRESCRIBED

HEREIN.

1.04 ROUNDING. Any financial ratios required to be maintained by

the Borrowers pursuant to this Agreement shall be calculated by dividing the

appropriate component by the other component, carrying the result to one place

more than the number of places by which such ratio is expressed herein and

rounding the result up or down to the nearest number (with a rounding-up if

there is no nearest number).

1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly

provided herein, (a) references to agreements (including the Loan Documents) and

other contractual instruments shall be deemed to include all subsequent

amendments, restatements, extensions, supplements and other modifications

thereto, but only to the extent that such amendments, restatements, extensions,

supplements and other modifications are not prohibited by any Loan Document; and

(b) references to any Law shall include all statutory and regulatory provisions

consolidating, amending, replacing, supplementing or interpreting such Law.

1.06 EURO. In the event that pursuant to Section 10.18 hereof any

amount is borrowed and repaid in the Euro rather than any particular Applicable

Currency, then references to such Applicable Currency and all definitions

related to or derived from a reference to such Applicable Currency shall be

deemed to be, or be related to or derived from, references to the Euro, in the

sole discretion of the applicable Lender, and shall be deemed modified to the

extent necessary to effect the intent of this Agreement with respect to

borrowings in such Applicable Currency.

<PAGE>

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 COMMITTED LOANS.

Subject to the terms and conditions set forth herein, each Lender

severally agrees to make loans (each such loan, a "Committed Loan") to Anixter

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 Commitment; provided, however, that after giving

effect to any Committed Borrowing, (i) the aggregate Outstanding Amount of all

Loans shall not exceed the Aggregate Commitments and (ii) the aggregate

Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Pro

Rata Share of the Outstanding Amount of all Foreign Currency Loans, shall not

exceed such Lender's Commitment. Within the limits of each Lender's Commitment,

and subject to the other terms and conditions hereof, Anixter may borrow under

this Section 2.01, prepay under Section 2.07, and reborrow under this Section

2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as

further provided herein.

2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

(a) Each Committed Borrowing, each conversion of Committed Loans

from one Type to the other, and each continuation of Committed Loans as the same

Type shall be made upon Anixter's irrevocable notice to the Administrative

Agent, which may be given by telephone. Each such notice must be received by the

Administrative Agent not later than 11:00 a.m., New York time, (i) three

Business Days prior to the requested date of any Committed Borrowing of,

conversion to or continuation of Eurocurrency Rate Loans or of any conversion of

Eurocurrency Rate Loans to Base Rate Loans, and (ii) on the requested date of

any Committed Borrowing of Base Rate Loans. Each such telephonic notice must be

confirmed promptly by delivery to the Administrative Agent of a written

Committed Loan Notice, appropriately completed and signed by a Responsible

Officer of Anixter. Each Committed Borrowing of, conversion to or continuation

of Eurocurrency Rate Loans shall be in a principal amount of US$5,000,000 or a

whole multiple of US$1,000,000 in excess thereof. Each Committed Borrowing of or

conversion to Base Rate Loans shall be in a principal amount of US$500,000 or a

whole multiple of US$100,000 in excess thereof. Each Committed Loan Notice

(whether telephonic or written) shall specify (i) whether Anixter is requesting

a Committed Borrowing, a conversion of Committed Loans from one Type to the

other, or a continuation of Committed Loans as the same Type, (ii) the requested

date of the Borrowing, conversion or continuation, as the case may be (which

shall be a Business Day), (iii) the principal amount of Committed Loans to be

borrowed, converted or continued, (iv) the Type of Committed Loans to be

borrowed or to which existing Committed Loans are to be converted, and (v) if

applicable, the duration of the Interest Period with respect thereto. If Anixter

fails to specify a Type of Committed Loan in a Committed Loan Notice or if

Anixter fails to give a timely notice requesting a conversion or continuation,

then the applicable Committed Loans shall be made or continued as, or converted

to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be

effective as of the last day of the Interest Period then in effect with respect

to the applicable Eurocurrency Rate Loans. If Anixter requests a Borrowing of,

conversion to, or continuation of Eurocurrency Rate

<PAGE>

Loans in any such Committed Loan Notice, but fails to specify an Interest

Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Committed Loan Notice, the

Administrative Agent shall promptly notify each Lender of its Pro Rata Share of

the applicable Committed Loans, and if no timely notice of a conversion or

continuation is provided by Anixter the Administrative Agent shall notify each

Lender of the details of any automatic conversion to Base Rate Loans described

in the preceding subsection. In the case of a Committed Borrowing, each Lender

shall make the amount of its Committed Loan available to the Administrative

Agent in immediately available funds at the Administrative Agent's Office not

later than 1:00 p.m., New York time, on the Business Day specified in the

applicable Committed Loan Notice. Upon satisfaction of the applicable conditions

set forth in Section 4.02 (and, if such Borrowing is the initial Credit

Extension, Section 4.01), the Administrative Agent shall make all funds so

received available to Anixter in like funds as received by the Administrative

Agent either by (i) crediting the account of Anixter on the books of Bank of

America with the amount of such funds or (ii) wire transfer of such funds, in

each case in accordance with instructions provided to the Administrative Agent

by Anixter.

may be continued or converted only on the last day of the Interest Period for

such Eurocurrency Rate Loan. During the existence of a Default or Event of

Default, no Committed Loans may be requested as, converted to or continued as

Eurocurrency Rate Loans without the consent of the Required Lenders, and the

Required Lenders may demand that any or all of the then outstanding Eurocurrency

Rate Loans be converted immediately to Base Rate Loans.

(d) The Administrative Agent shall promptly notify Anixter and the

Lenders of the interest rate applicable to any Eurocurrency Rate Committed Loan

upon determination of such interest rate. The determination of the Eurocurrency

Rate by the Administrative Agent shall be conclusive in the absence of manifest

error. The Administrative Agent shall notify Anixter and the Lenders of any

change in Bank of America's prime rate used in determining the Base Rate

promptly following the public announcement of such change.

(e) After giving effect to all Committed Borrowings, all

conversions of Committed Loans from one Type to the other, and all continuations

of Committed Loans as the same Type, there shall not be more than ten Interest

Periods in effect with respect to Committed Loans.

2.03 BID LOANS.

(a) General. Subject to the terms and conditions set forth herein,

each Lender agrees that Anixter may from time to time request the Lenders to

submit offers to make loans (each such loan, a "Bid Loan") to Anixter prior to

the Maturity Date pursuant to this Section 2.03; provided, however, that after

giving effect to any Bid Borrowing, the aggregate Outstanding Amount of all

Loans (including Bid Loans) shall not exceed the Aggregate Commitments. There

shall not be more than ten different Interest Periods in effect with respect to

Bid Loans at any time.

<PAGE>

(b) Requesting Competitive Bids. Anixter may request the

submission of Competitive Bids by delivering a Bid Request to the Administrative

Agent not later than 12:00 noon, New York time, (i) one Business Day prior to

the requested date of any Bid Borrowing that is to consist of Absolute Rate

Loans, or (ii) four Business Days prior to the requested date of any Bid

Borrowing that is to consist of Eurocurrency Rate Margin Bid Loans. Each Bid

Request shall specify (i) the requested date of the Bid Borrowing (which shall

be a Business Day), (ii) the aggregate principal amount of Bid Loans requested

(which must be US$10,000,000 or a whole multiple of US$1,000,000 in excess

thereof), (iii) the Type of Bid Loans requested, and (iv) the duration of the

Interest Period with respect thereto, and shall be signed by a Responsible

Officer of Anixter. No Bid Request shall contain a request for (i) more than one

Type of Bid Loan or (ii) Bid Loans having more than three different Interest

Periods. Unless the Administrative Agent otherwise agrees in its sole and

absolute discretion, Anixter may not submit a Bid Request if it has submitted

another Bid Request within the prior five Business Days.

(i) The Administrative Agent shall promptly notify each

Lender of each Bid Request received by it from Anixter and the contents

of such Bid Request.

(ii) Each Lender may (but shall have no obligation to)

submit a Competitive Bid containing an offer to make one or more Bid

Loans in response to such Bid Request. Such Competitive Bid must be

delivered to the Administrative Agent not later than 9:30 a.m., New

York time, (A) on the requested date of any Bid Borrowing that is to

consist of Absolute Rate Loans, and (B) three Business Days prior to

the requested date of any Bid Borrowing that is to consist of

Eurocurrency Rate Margin Bid Loans; provided, however, that any

Competitive Bid submitted by Bank of America in its capacity as a

Lender in response to any Bid Request must be submitted to the

Administrative Agent not later than 9:15 a.m., New York time, on the

date on which Competitive Bids are required to be delivered by the

other Lenders in response to such Bid Request. Each Competitive Bid

shall specify (A) the proposed date of the Bid Borrowing; (B) the

principal amount of each Bid Loan for which such Competitive Bid is

being made, which principal amount (x) may be equal to, greater than or

less than the Commitment of the bidding Lender, (y) must be

US$5,000,000 or in a whole multiple of US$1,000,000 in excess thereof,

and (z) may not exceed the principal amount of Bid Loans for which

Competitive Bids were requested; (C) if the proposed Bid Borrowing is

to consist of Absolute Rate Bid Loans, the Absolute Rate offered for

each such Bid Loan and the Interest Period applicable thereto; (D) if

the proposed Bid Borrowing is to consist of Eurocurrency Rate Margin

Bid Loans, the Eurocurrency Bid Margin with respect to each such

Eurocurrency Rate Margin Bid Loan and the Interest Period applicable

thereto; and (E) the identity of the bidding Lender.

(iii) Any Competitive Bid shall be disregarded if it (A) is

received after the applicable time specified in clause (ii) above, (B)

is not substantially in the form of a Competitive Bid as specified

herein, (C) contains qualifying, conditional or similar language, (D)

proposes terms other than or in addition to those set forth in the

applicable Bid Request, or (E) is otherwise not responsive to such Bid

Request. Any Lender may correct a Competitive Bid containing a manifest

error by submitting a corrected

<PAGE>

Competitive Bid (identified as such) not later than the applicable time

required for submission of Competitive Bids. Any such submission of a

corrected Competitive Bid shall constitute a revocation of the

Competitive Bid that contained the manifest error. The Administrative

Agent may, but shall not be required to, notify any Lender of any

manifest error it detects in a Lender's Competitive Bid.

(iv) Subject only to the provisions of Sections 3.02, 3.03

and 4.02 and clause (iii) above, each Competitive Bid shall be

irrevocable.

(d) Notice to Anixter of Competitive Bids. Not later than 10:00

a.m., New York time, (i) on the requested date of any Bid Borrowing that is to

consist of Absolute Rate Loans, or (ii) three Business Days prior to the

requested date of any Bid Borrowing that is to consist of Eurocurrency Rate

Margin Bid Loans, the Administrative Agent shall notify Anixter of the identity

of each Lender that has submitted a Competitive Bid that complies with Section

2.03(c) and of the terms of the offers contained in each such Competitive Bid.

(e) Acceptance of Competitive Bids. Not later than 10:30 a.m., New

York time, (i) on the requested date of any Bid Borrowing that is to consist of

Absolute Rate Loans, and (ii) three Business Days prior to the requested date of

any Bid Borrowing that is to consist of Eurocurrency Rate Margin Bid Loans,

Anixter shall notify the Administrative Agent of its acceptance or rejection of

the offers notified to it pursuant to Section 2.03(d). Anixter shall be under no

obligation to accept any Competitive Bid and may choose to reject all

Competitive Bids. In the case of acceptance, such notice shall specify the

aggregate principal amount of Competitive Bids for each Interest Period that is

accepted. Anixter may accept any Competitive Bid in whole or in part; provided

that:

(i) the aggregate principal amount of each Bid Borrowing

may not exceed the applicable amount set forth in the related Bid

Request;

(ii) the principal amount of each Bid Loan must be

US$10,000,000 or in a whole multiple of US$1,000,000 in excess thereof;

(iii) the acceptance of offers may be made only on the

basis of ascending Absolute Rates or Eurocurrency Bid Margins within

each Interest Period; and

(iv) Anixter may not accept any offer that is described in

Section 2.03(c)(iii) or that otherwise fails to comply with the

requirements hereof.

(f) Procedure for Identical Bids. If two or more Lenders have

submitted Competitive Bids at the same Absolute Rate or Eurocurrency Bid Margin,

as the case may be, for the same Interest Period, and the result of accepting

all of such Competitive Bids in whole (together with any other Competitive Bids

at lower Absolute Rates or Eurocurrency Bid Margins, as the case may be,

accepted for such Interest Period in conformity with the requirements of Section

2.03(e)(iii)) would be to cause the aggregate outstanding principal amount of

the applicable Bid Borrowing to exceed the amount specified therefor in the

related Bid Request, then, unless otherwise agreed by Anixter, the

Administrative Agent and such Lenders, such Competitive Bids shall be accepted

as nearly as possible in proportion to the amount offered by

<PAGE>

each such Lender in respect of such Interest Period, at such Absolute Rate or

Eurocurrency Bid Margin, without regard to the requirements of Section

2.03(e)(ii).

(g) Notice to Lenders of Acceptance or Rejection of Bids. The

Administrative Agent shall promptly notify each Lender having submitted a

Competitive Bid whether or not its offer has been accepted and, if its offer has

been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on

the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof

that is not accepted by Anixter by the applicable time specified in Section

2.03(e) shall be deemed rejected.

(h) Notice of Eurocurrency Rate. If any Bid Borrowing is to

consist of Eurocurrency Margin Loans, the Administrative Agent shall determine

the Eurocurrency Rate for the relevant Interest Period, and promptly after

making such determination, shall notify Anixter and the Lenders that will be

participating in such Bid Borrowing of such Eurocurrency Rate.

(i) Funding of Bid Loans. Each Lender that has received notice

pursuant to Section 2.03(g) that all or a portion of its Competitive Bid has

been accepted by Anixter shall make the amount of its Bid Loan(s) available to

the Administrative Agent in immediately available funds at the Administrative

Agent's Office not later than 1:00 p.m., New York time, on the date of the

requested Bid Borrowing. Upon satisfaction of the applicable conditions set

forth in Section 4.02, the Administrative Agent shall make all funds so received

available to Anixter in like funds as received by the Administrative Agent.

(j) Notice of Range of Bids. After each Competitive Bid auction

pursuant to this Section 2.03, the Administrative Agent shall notify each Lender

that submitted a Competitive Bid in such auction of the ranges of bids submitted

(without the bidder's name) and accepted for each Bid Loan and the aggregate

amount of each Bid Borrowing.

2.04 FOREIGN CURRENCY LOAN COMMITMENT. Subject to the terms and

conditions of this Agreement, each Foreign Currency Lender agrees to make loans

(each a "Foreign Currency Loan" and collectively the "Foreign Currency Loans")

in Available Foreign Currencies to the Borrowing Subsidiaries during the period

from the Closing Date to the Maturity Date in a Dollar Equivalent amount at any

time outstanding not to exceed the Aggregate Foreign Currency Commitments;

provided that (i) the Total Outstandings shall not at any time exceed the

Aggregate Commitments and (ii) the aggregate Outstanding Amount of all Foreign

Currency Loans of any Foreign Currency Lender shall not at any time exceed the

Foreign Currency Commitment of such Foreign Currency Lender. Subject to the

terms and conditions hereof, each Borrowing Subsidiary may borrow under this

Section 2.03, prepay under Section 2.07 and reborrow under this Section 2.03

from time to time.

2.05 PROCEDURE FOR FOREIGN CURRENCY BORROWINGS.

(a) Each Foreign Currency Borrowing and each continuation of

Foreign Currency Loans for a new Interest Period shall be made upon the

applicable Borrowing Subsidiary's irrevocable notice to the Administrative

Agent, which may be given by telephone. Each such notice must be received by the

Administrative Agent not later than 11:00 a.m., New York time, four Business

Days prior to the requested date of any Foreign Currency Borrowing of, or

<PAGE>

continuation of Foreign Currency Loans. Each such telephonic notice must be

confirmed promptly by delivery to the Administrative Agent of a written Foreign

Currency Loan Notice, appropriately completed and signed by a Responsible

Officer of such Borrowing Subsidiary. Each Foreign Currency Borrowing of, or

continuation of Foreign Currency Loans shall be in a principal amount of the

applicable Minimum Tranche. Each Foreign Currency Loan Notice (whether

telephonic or written) shall specify (i) whether such Borrowing Subsidiary is

requesting a Foreign Currency Borrowing or a continuation of Foreign Currency

Loans for a new Interest Period, (ii) the requested date of the Borrowing or

continuation, as the case may be (which shall be a Business Day), (iii) the

principal amount and Available Foreign Currency of Foreign Currency Loans to be

borrowed or continued, and (iv) the duration of the Interest Period with respect

thereto. If such Borrowing Subsidiary fails to specify a new Interest Period in

a Committed Loan Notice, then the applicable Foreign Currency Loans shall be

continued for a new Interest Period of one month's duration.

(b) Following receipt of a Foreign Currency Loan Notice, the

Administrative Agent shall promptly notify each Foreign Currency Lender of its

Foreign Currency Pro Rata Share of the applicable Foreign Currency Loans. In the

case of a Foreign Currency Borrowing, each Foreign Currency Lender shall make

the amount of its Foreign Currency Loan available to the Administrative Agent in

immediately available funds at the applicable office of the Administrative Agent

specified for such Foreign Currency on Schedule 10.02 not later than 1:00 p.m.,

local time of such office, on the Business Day specified in the applicable

Foreign Currency Loan Notice. Upon satisfaction of the applicable conditions set

forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,

Section 4.01), the Administrative Agent shall make all funds so received

available to the applicable Borrowing Subsidiary in like funds as received by

the Administrative Agent either by (i) crediting the account of such Borrowing

Subsidiary on the books of Bank of America with the amount of such funds or (ii)

wire transfer of such funds, in each case in accordance with instructions

provided to the Administrative Agent by such Borrowing Subsidiary.

Required Lenders may demand that any or all of the then outstanding Foreign

Currency Loans be converted immediately to Loans bearing interest at the

applicable Foreign Overnight Rate.

(d) The Administrative Agent shall promptly notify Anixter and the

Lenders of the interest rate applicable to any Foreign Currency Loan upon

determination of such interest rate. The determination of the Eurocurrency Rate

and Foreign Overnight Rate by the Administrative Agent shall be conclusive in

the absence of manifest error.

(e) After giving effect to all Foreign Currency Borrowings, and

all continuations of Foreign Currency Loans as the same Type, there shall not be

more than ten Interest Periods in effect with respect to Foreign Currency Loans.

2.06 PARTICIPATIONS IN FOREIGN CURRENCY LOANS.

(a) Each Lender agrees that it shall at all times have

participation in, and acknowledges that it is irrevocably and unconditionally

obligated, upon receipt of notice that the Administrative Agent has received a

Foreign Currency Participation Funding Notice, to fund (or

<PAGE>

to cause an Affiliate to fund) its participation in, each outstanding Foreign

Currency Loan in an amount equal to its Pro Rata Share of the amount of such

Foreign Currency Loan.

(b) The Administrative Agent shall promptly notify each Lender of

its receipt of a Foreign Currency Participation Funding Notice. Promptly (and in

any event within three Business Days) upon receipt of such Notice, each Lender

shall (or shall cause an Affiliate to) make available to the Administrative

Agent for the account of the Foreign Currency Lenders an amount in the

applicable currencies and in Same Day Funds equal to its Pro Rata Share of all

outstanding Foreign Currency Loans. If any Lender so notified fails to make

available to the Administrative Agent for the account of the Foreign Currency

Lenders the full amount of such Lender's participations in all Foreign Currency

Loans by the date which is three Business Days after its receipt of such notice

from the Administrative Agent, then interest shall accrue on such Lender's

obligations to fund such participations, from such date to the date such Lender

pays such obligations in full, at a rate per annum equal to the Foreign

Overnight Rate in effect from time to time during such period.

delivered to the Administrative Agent a Foreign Currency Participation Funding

Notice, all funds received by the Foreign Currency Lenders in payment of the

Foreign Currency Loans, interest accrued thereon and other amounts payable in

respect thereof shall be delivered by each Foreign Currency Lender to the

Administrative Agent, in the same funds as those received by such Foreign

Currency Lender, to be distributed to all Lenders in accordance with their Pro

Rata Shares (i.e., giving effect to the funding of participations pursuant to

this Section 2.06), except that (i) the Pro Rata Share of such funds of any

Lender that has not funded its participations as provided herein shall be

retained by such Foreign Currency Lender, and (ii) interest accrued on any

portion of any Foreign Currency Loan prior to the Lenders' funding of their

respective participations therein shall be retained by such Foreign Currency

Lender.

(d) If the Administrative Agent or any Foreign Currency Lender is

required at any time to return to a Borrower, or to a trustee, receiver,

liquidator or custodian, or any official in any bankruptcy or insolvency

proceeding, any portion of any payment made by such Borrower to the

Administrative Agent or such Foreign Currency Lender in respect of any Foreign

Currency Loan or any interest or fee thereon, each Lender shall, on demand of

the Administrative Agent, forthwith return to the Administrative Agent for the

account of such Foreign Currency Lender the amount of its Pro Rata Share of the

amount so returned by the Administrative Agent or such Foreign Currency Lender

plus interest thereon from the date such demand is made to the date such amount

is returned by such Lender to the Administrative Agent, at a rate per annum

equal to the Foreign Overnight Rate from time to time in effect.

(e) The Required Lenders, the Foreign Currency Lenders and the

Administrative Agent may agree on any other reasonable method (such as making

assignments of Foreign Currency Loans) for sharing the risks of Foreign Currency

Loans ratably among all Lenders according to their Pro Rata Shares so long as

such method does not materially disadvantage any Lender.

<PAGE>

2.07 PREPAYMENTS.

(a) Anixter may, upon notice to the Administrative Agent, at any

time or from time to time voluntarily prepay Committed Loans in whole or in part

without premium or penalty; provided that (i) such notice must be received by

the Administrative Agent not later than 11:00 a.m., New York time, (A) three

Business Days prior to any date of prepayment of Eurocurrency Rate Committed

Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any

prepayment of Eurocurrency Rate Committed Loans shall be in a principal amount

of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof; and (iii)

any prepayment of Base Rate Committed Loans shall be in a principal amount of

US$1,000,000 or a whole multiple of US$500,000 in excess thereof. Each such

notice shall specify the date and amount of such prepayment and the Type(s) of

Committed Loans to be prepaid. The Administrative Agent will promptly notify

each Lender of its receipt of each such notice, and of such Lender's Pro Rata

Share of such prepayment. If such notice is given by Anixter, Anixter shall make

such prepayment and the payment amount specified in such notice shall be due and

payable on the date specified therein. Any prepayment of a Eurocurrency Rate

Loan shall be accompanied by all accrued interest thereon, together with any

additional amounts required pursuant to Section 3.05. Each such prepayment shall

be applied to the Committed Loans of the Lenders in accordance with their

respective Pro Rata Shares.

(b) No Bid Loan may be prepaid without the prior consent of the

applicable Lender. The Borrowing Subsidiaries may, upon notice to the

Administrative Agent, at any time or from time to time voluntarily prepay

Foreign Currency Loans in whole or in part without premium or penalty; provided

that (i) such notice must be received by the Administrative Agent not later than

11:00 a.m., New York time, four Business Days prior to any date of prepayment of

Foreign Currency Loans; and (ii) any prepayment of Foreign Currency Loans shall

be in a principal amount of the applicable Minimum Tranche. Each such notice

shall specify the date and amount of such prepayment and the Foreign Currency

Loans to be prepaid. The Administrative Agent will promptly notify each Foreign

Currency Lender of its receipt of each such notice, and of such Foreign Currency

Lender's Foreign Currency Pro Rata Share of such prepayment. If such notice is

given by a Borrowing Subsidiary, such Borrowing Subsidiary shall make such

prepayment and the payment amount specified in such notice shall be due and

payable on the date specified therein. Any prepayment of a Foreign Currency Loan

shall be accompanied by all accrued interest thereon, together with any

additional amounts required pursuant to Section 3.05. Each such prepayment shall

be applied to the Foreign Currency Loans of the Foreign Currency Lenders in

accordance with their respective Foreign Currency Pro Rata Shares.

time exceeds the Aggregate Commitments then in effect, the Borrowers shall

immediately prepay Loans in an aggregate amount equal to such excess.

2.08 REDUCTION OR TERMINATION OF COMMITMENTS. Anixter may, upon

notice to the Administrative Agent, terminate the Aggregate Commitments, or

permanently reduce the Aggregate Commitments to an amount not less than the then

Outstanding Amount of all Loans; provided that (i) any such notice shall be

received by the Administrative Agent not later than 11:00 a.m., five Business

Days prior to the date of termination or reduction, and (ii) any such partial

reduction shall be in an aggregate amount of US$1,000,000 or any whole multiple

<PAGE>

US$500,000 in excess thereof. The Administrative Agent shall promptly notify the

Lenders of any such notice of reduction or termination of the Aggregate

Commitments. Once reduced in accordance with this Section, the Commitments may

not be increased. Any reduction of the Aggregate Commitments shall be applied to

the Commitment of each Lender according to its Pro Rata Share. All facility fees

accrued until the effective date of any termination of the Aggregate Commitments

shall be paid on the effective date of such termination.

2.09 REPAYMENT OF LOANS.

(a) Anixter shall repay to the Lenders on the Maturity Date the

aggregate principal amount of Committed Loans outstanding on such date.

(b) Anixter shall repay each Bid Loan on the last day of the

Interest Period in respect thereof. Each Borrowing Subsidiary shall repay to the

Foreign Currency Lenders on the Maturity Date the aggregate principal amount of

Foreign Currency Loans of such Borrower outstanding on such date.

2.10 INTEREST.

(a) Subject to the provisions of subsection (b) below, (i) each

Eurocurrency Rate Committed Loan shall bear interest on the outstanding

principal amount thereof for each Interest Period at a rate per annum equal to

the Eurocurrency Rate for such Interest Period plus the Applicable Margin; (ii)

each Base Rate Committed Loan shall bear interest on the outstanding principal

amount thereof from the applicable borrowing date at a rate per annum equal to

the Base Rate plus the Applicable Margin; (iii) each Bid Loan shall bear

interest on the outstanding principal amount thereof for each Interest Period at

a rate per annum equal to the Eurocurrency Rate for such Interest Period plus

(or minus) the Eurocurrency Bid Margin, or at the Absolute Rate for such

Interest Period, as the case may be; and (iv) each Foreign Currency Loan shall

bear interest on the outstanding principal amount thereof for each Interest

Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate for

such Interest Period plus (B) the Applicable Margin.

(b) While any Event of Default exists or after acceleration, the

Borrowers shall pay interest on the principal amount of all outstanding

Obligations at a fluctuating interest rate per annum at all times equal to the

Default Rate to the fullest extent permitted by applicable Law. Accrued and

unpaid interest on past due amounts (including interest on past due interest)

shall be due and payable upon demand.

each Interest Payment Date applicable thereto and at such other times as may be

specified herein. Interest hereunder shall be due and payable in accordance with

the terms hereof before and after judgment, and before and after the

commencement of any proceeding under any Debtor Relief Law.

2.11 FEES.

(a) Facility Fee. Anixter shall pay to the Administrative Agent

for the account of each Lender in accordance with its Pro Rata Share, a facility

fee equal to the Applicable Margin

<PAGE>

times the actual daily amount of the Aggregate Commitments, regardless of usage.

The facility fee shall accrue at all times from the Closing Date until the

Maturity Date and shall be due and payable quarterly in arrears on the last

Business Day of each March, June, September and December, commencing with the

first such date to occur after the Closing Date, and on the Maturity Date. The

facility fee shall be calculated quarterly in arrears, and if there is any

change in the Applicable Margin during any quarter, the actual daily amount

shall be computed and multiplied by the Applicable Margin separately for each

period during such quarter that such Applicable Margin was in effect. The

facility fee shall accrue at all times, including at any time during which one

or more of the conditions in Article IV is not met.

(b) Arrangement and Agency Fees. (i) Anixter shall pay an

arrangement fee to the Arranger for the Arranger's own account, and shall pay an

agency fee to the Administrative Agent for the Administrative Agent's own

account, in the amounts and at the times specified in the letter agreement,

dated July 26, 2000 (the "Agent/Arranger Fee Letter"), among Anixter, the

Arranger and the Administrative Agent. Such fees shall be fully earned when paid

and shall be nonrefundable for any reason whatsoever.

(ii) In addition, Anixter shall pay to the Administrative

Agent for its own account an administration fee of US$3,000 for each

Bid Request submitted to the Administrative Agent (whether or not any

bids are submitted or accepted), which fee shall be due and payable on

the date such Bid Request is submitted.

the account of each Lender on the Closing Date an upfront fee equal to the

amount provided for such Lender in its Allocation Notice. Such fee shall be

fully earned when paid and shall be nonrefundable for any reason whatsoever.

2.12 COMPUTATION OF INTEREST AND FEES. Computation of interest on

Base Rate Loans computed based on Bank of America's "prime rate" shall be

calculated on the basis of a year of 365 or 366 days, as the case may be, and

the actual number of days elapsed. Computation of interest on Foreign Currency

Loans in British Pounds Sterling shall be calculated on the basis of a year of

365 days, and the actual number of days elapsed. Computation of all other types

of interest and all fees shall be calculated on the basis of a year of 360 days

and the actual number of days elapsed, which results in a higher yield to the

payee thereof than a method based on a year of 365 or 366 days. Interest shall

accrue on each Loan for the day on which the Loan is made, and shall not accrue

on a Loan, or any portion thereof, for the day on which the Loan or such portion

is paid, provided that any Loan that is repaid on the same day on which it is

made shall bear interest for one day.

2.13 EVIDENCE OF DEBT. The Credit Extensions made by each Lender

shall be evidenced by one or more accounts or records maintained by such Lender

and by the Administrative Agent in the ordinary course of business. The accounts

or records maintained by the Administrative Agent and each Lender shall be

conclusive absent manifest error of the amount of the Credit Extensions made by

the Lenders to the Borrowers and the interest and payments thereon. Any failure

so to record or any error in doing so shall not, however, limit or otherwise

affect the obligation of the Borrowers hereunder to pay any amount owing with

respect to the Loans. In the event of any conflict between the accounts and

records maintained by any

<PAGE>

Lender and the accounts and records of the Administrative Agent in respect of

such matters, the accounts and records of such Lender shall control. Upon the

request of any Lender made through the Administrative Agent, such Lender's Loans

may be evidenced by a Committed Loan Note and/or a Competitive Bid Note, as

applicable, in addition to such accounts or records. Each Lender may attach

schedules to its Note(s) and endorse thereon the date, Type (if applicable),

amount and maturity of the applicable Loans and payments with respect thereto.

2.14 PAYMENTS GENERALLY.

(a) All payments to be made by the Borrowers shall be made without

condition or deduction for any counterclaim, defense, recoupment or setoff.

Except as otherwise expressly provided herein, all payments by the Borrowers

hereunder shall be made to the Administrative Agent, for the account of the

respective Lenders to which such payment is owed, at the Administrative Agent's

Office in Dollars and in immediately available funds not later than 12:00 noon,

New York time, on the date specified herein. The Administrative Agent will

promptly distribute to each Lender its Pro Rata Share (or other applicable share

as provided herein) of such payment in like funds as received by wire transfer

to such Lender's Lending Office. All payments received by the Administrative

Agent after 12:00 noon, New York time, shall be deemed received on the next

succeeding Business Day and any applicable interest or fee shall continue to

accrue.

(b) Subject to the definition of "Interest Period," if any payment

to be made by a Borrower shall come due on a day other than a Business Day,

payment shall be made on the next following Business Day, and such extension of

time shall be reflected in computing interest or fees, as the case may be.

available to the Administrative Agent to pay fully all amounts of principal,

interest and fees then due hereunder, such funds shall be applied (i) first,

toward costs and expenses (including Attorney Costs and amounts payable under

Article III) incurred by the Administrative Agent and each Lender, (ii) second,

toward repayment of interest and fees then due hereunder, ratably among the

parties entitled thereto in accordance with the amounts of interest and fees

then due to such parties, and (iii) third, toward repayment of principal then

due hereunder, ratably among the parties entitled thereto in accordance with the

amounts of principal then due to such parties.

(d) Unless any Borrower or any Lender has notified the

Administrative Agent prior to the date any payment is required to be made by it

to the Administrative Agent hereunder, that such Borrower or such Lender, as the

case may be, will not make such payment, the Administrative Agent may assume

that such Borrower or such Lender, as the case may be, has timely made such

payment and may (but shall not be so required to), in reliance thereon, make

available a corresponding amount to the Person entitled thereto. If and to the

extent that such payment was not in fact made to the Administrative Agent in

immediately available funds, then:

(i) if such Borrower failed to make such payment, each

Lender shall forthwith on demand repay to the Administrative Agent the

portion of such assumed payment that was made available to such Lender

in immediately available funds, together with interest thereon in

respect of each day from the date such amount was made

<PAGE>

available by the Administrative Agent to such Lender to the date such

amount is repaid to the Administrative Agent in immediately available

funds, at the Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such

Lender shall forthwith on demand pay to the Administrative Agent the

amount thereof in immediately available funds, together with interest

thereon for the period from the date such amount was made available by

the Administrative Agent to the applicable Borrower to the date such

amount is recovered by the Administrative Agent (the "Compensation

Period") at a rate per annum equal to the Federal Funds Rate from time

to time in effect. If such Lender pays such amount to the

Administrative Agent, then such amount shall constitute such Lender's

Committed Loan, Bid Loan or Foreign Currency Loan, as the case may be,

included in the applicable Borrowing. If such Lender does not pay such

amount forthwith upon the Administrative Agent's demand therefor, the

Administrative Agent may make a demand therefor upon such Borrower, and

such Borrower shall pay such amount to the Administrative Agent,

together with interest thereon for the Compensation Period at a rate

per annum equal to the rate of interest applicable to the applicable

Borrowing. Nothing herein shall be deemed to relieve any Lender from

its obligation to fulfill its Commitment or to prejudice any rights

which the Administrative Agent or any Borrower may have against any

Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender with respect to any

amount owing under this subsection (d) shall be conclusive, absent manifest

error.

Upon any Lender failing to make such payment required to be made by

such Lender under this Agreement, Anixter may remove or replace such Lender in

accordance with Section 10.16.

(e) If any Lender makes available to the Administrative Agent

funds for any Loan to be made by such Lender as provided in the foregoing

provisions of this Article II, and the conditions to the applicable Credit

Extension set forth in Article IV are not satisfied or waived in accordance with

the terms hereof, the Administrative Agent shall promptly return such funds (in

like funds as received from such Lender) to such Lender, without interest.

(f) The obligations of the Lenders hereunder to make Committed

Loans and to fund participations in Foreign Currency Loans are several and not

joint. The failure of any Lender to make any Committed Loan or to fund any such

participation on any date required hereunder shall not relieve any other Lender

of its corresponding obligation to do so on such date, and no Lender shall be

responsible for the failure of any other Lender to so make its Committed Loan or

purchase its participation.

(g) Nothing herein shall be deemed to obligate any Lender to

obtain the funds for any Loan in any particular place or manner or to constitute

a representation by any Lender that it has obtained or will obtain the funds for

any Loan in any particular place or manner.

<PAGE>

2.15 SHARING OF PAYMENTS. If, other than as expressly provided

elsewhere herein, any Lender shall obtain on account of the Loans of any Class

made by it, any payment (whether voluntary, involuntary, through the exercise of

any right of set-off, or otherwise) in excess of its ratable share (or other

share contemplated hereunder) thereof, such Lender shall immediately (a) notify

the Administrative Agent of such fact, and (b) purchase from the other Lenders

such participations in the Loans of such Class made by them as shall be

necessary to cause such purchasing Lender to share the excess payment in respect

of such Class of Loan or such participations, as the case may be, pro rata with

each of them; provided, however, that if all or any portion of such excess

payment is thereafter recovered from the purchasing Lender, such purchase shall

to that extent be rescinded and each other Lender shall repay to the purchasing

Lender the purchase price paid therefor, together with an amount equal to such

paying Lender's ratable share (according to the proportion of (i) the amount of

such paying Lender's required repayment to (ii) the total amount so recovered

from the purchasing Lender) of any interest or other amount paid or payable by

the purchasing Lender in respect of the total amount so recovered. Each Borrower

agrees that any Lender so purchasing a participation from another Lender may, to

the fullest extent permitted by law, exercise all its rights of payment

(including the right of set-off, but subject to Section 10.09) with respect to

such participation as fully as if such Lender were the direct creditor of the

Borrowers in the amount of such participation. The Administrative Agent will

keep records (which shall be conclusive and binding in the absence of manifest

error) of participations purchased under this Section and will in each case

notify the Lenders following any such purchases or repayments. Each Lender that

purchases a participation pursuant to this Section shall from and after such

purchase have the right to give all notices, requests, demands, directions and

other communications under this Agreement with respect to the portion of the

Obligations purchased to the same extent as though the purchasing Lender were

the original owner of the Obligations purchased.

2.16 BORROWING SUBSIDIARIES. (a) Anixter may designate any Foreign

Subsidiary as a Borrowing Subsidiary with the consent of the Administrative

Agent. Upon the receipt and execution by the Administrative Agent of a Borrowing

Subsidiary Agreement in the form of Exhibit C-1 executed by such Subsidiary and

Anixter, such Subsidiary shall be a Borrowing Subsidiary and a party to this

Agreement.

(b) The obligation of each Foreign Currency Lender to make a

Foreign Currency Loan on the occasion of the first Borrowing by each Borrowing

Subsidiary is subject to the satisfaction of the condition that the

Administrative Agent shall have received the following:

(i) a Foreign Currency Loan Note payable to each Foreign

Currency Lender signed by such Borrowing Subsidiary;

(ii) all documents as shall reasonably demonstrate the

existence of such Borrowing Subsidiary, the corporate power and

authority of such Borrowing Subsidiary to enter into and the validity

with respect to such Borrowing Subsidiary of this Agreement and the

other Loan Documents and any other matters relevant hereto (including

an opinion of counsel), all in form and substance satisfactory to the

Administrative Agent; and

<PAGE>

(iii) any governmental and third party approvals necessary

or advisable in connection with the execution, delivery and performance

of this Agreement by such Borrowing Subsidiary.

hereunder at such time as no Loans shall be outstanding to such Subsidiary and

such Subsidiary and Anixter shall have executed and delivered to the

Administrative Agent a Borrowing Subsidiary Termination in the form of Exhibit

C-2. Upon a Borrowing Subsidiary's liquidation, dissolution or disposal of to a

person other than Anixter or any Subsidiary, all Loans outstanding to any

Borrowing Subsidiary shall be due and payable and such Subsidiary shall no

longer be entitled to obtain any extensions of credit hereunder.

2.17 CURRENCY EXCHANGE FLUCTUATIONS. If on any Computation Date the

Administrative Agent shall have determined that the then outstanding Dollar

Equivalent principal amount of the Total Outstandings exceeds the Aggregate

Commitments due to a change in applicable rates of exchange between US Dollars,

on the one hand, and any Applicable Currency, on the other hand by an amount

equal to or in excess of US$1,000,000, then the Administrative Agent shall give

notice to Anixter that a prepayment is required under this Section, and the

Borrowers agree thereupon to make prepayments of Loans such that, after giving

effect to such prepayment, the Total Outstandings will not exceed the Aggregate

Commitments.

2.18 PARTICIPATION OBLIGATIONS UNCONDITIONAL.

(a) Each Lender's obligation to purchase participation interests

in Foreign Currency Loans pursuant to Section 2.06 shall be absolute and

unconditional and shall not be affected by any circumstance whatsoever,

including (a) any set-off, counterclaim, recoupment, defense or other right

which such Lender may have against any other Lender, any Borrower or any other

Person for any reason whatsoever; (b) the occurrence or continuance of an Event

of Default, a Default or a Material Adverse Effect; (c) any breach of this

Agreement by any Borrower or any other Lender; (d) any inability of any Borrower

to satisfy the conditions precedent to borrowing set forth in this Agreement on

the date upon which any Foreign Currency Loan is to be refunded or any

participation interest in any Loan is to be purchased; or (e) any other

circumstance, happening or event whatsoever, whether or not similar to any of

the foregoing.

(b) Notwithstanding the provisions of subsection (a) above, no

Lender shall be required to purchase a participation interest in a Foreign

Currency Loan pursuant to Section 2.06 if, at least two Business Days prior to

the making of such Foreign Currency Loan, the Administrative Agent and the

Foreign Lenders received written notice from such Lender specifying that such

Lender believed in good faith that one or more of the conditions precedent to

the making of such Loan were not satisfied (and detailing its basis for such

good faith belief) and, in fact, such conditions precedent to the making of such

Loan were not satisfied at the time of the making of such Loan; provided that

the obligation of such Lender to make such Loan and/or to purchase such

participation interest shall be reinstated upon the earlier of (i) the date on

which such Lender notifies the Administrative Agent that its prior notice has

been withdrawn or (ii) the date on which all conditions precedent to the making

of such Foreign Currency Loan have been satisfied (or waived by the Required

Lenders or all Lenders, as applicable).

<PAGE>

ARTICLE III

YIELD PROTECTION AND ILLEGALITY

3.01 TAXES.

(a) Any and all payments by any Borrower to or for the account of

the Administrative Agent or any Lender under any Loan Document shall be made

free and clear of and without deduction for any and all present or future taxes,

duties, levies, imposts, deductions, assessments, fees, withholdings or similar

charges, and all liabilities with respect thereto, excluding, in the case of the

Administrative Agent and each Lender, taxes imposed on or measured by its net

income, and franchise taxes imposed on it (in lieu of net income taxes), by the

jurisdiction (or any political subdivision thereof) under the Laws of which the

Administrative Agent or such Lender, as the case may be, is organized or

maintains a lending office (all such non-excluded taxes, duties, levies,

imposts, deductions, assessments, fees, withholdings or similar charges, and

liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be

required by any Laws to deduct any Taxes from or in respect of any sum payable

under any Loan Document to the Administrative Agent or any Lender, (i) the sum

payable shall be increased as necessary so that after making all required

deductions (including deductions applicable to additional sums payable under

this Section), the Administrative Agent and such Lender receives an amount equal

to the sum it would have received had no such deductions been made, (ii) such

Borrower shall make such deductions, (iii) such Borrower shall pay the full

amount deducted to the relevant taxation authority or other authority in

accordance with applicable Laws, and (iv) within 30 days after the date of such

payment, such Borrower shall furnish to the Administrative Agent (which shall

forward the same to such Lender) the original or a certified copy of a receipt

evidencing payment thereof.

(b) In addition, each Borrower agrees to pay any and all present

or future stamp, court or documentary taxes and any other excise or property

taxes or charges or similar levies which arise from any payment made under any

Loan Document or from the execution, delivery, performance, enforcement or

registration of, or otherwise with respect to, any Loan Document (hereinafter

referred to as "Other Taxes").

or Other Taxes from or in respect of any sum payable under any Loan Document to

the Administrative Agent or any Lender, such Borrower shall also pay to the

Administrative Agent (for the account of such Lender) or to such Lender, at the

time interest is paid, such additional amount that such Lender specifies as

necessary to preserve the after-tax yield (after factoring in all taxes,

including taxes imposed on or measured by net income) such Lender would have

received if such Taxes or Other Taxes had not been imposed.

(d) Each Borrower agrees to indemnify the Administrative Agent and

each Lender for (i) the full amount of Taxes and Other Taxes (including any

Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable

under this Section) paid by the Administrative Agent and such Lender, (ii)

amounts payable under Section 3.01(c) and (iii) any liability (including

penalties, interest and expenses) arising therefrom or with respect thereto, in

each case whether or not such Taxes or Other Taxes were correctly or legally

imposed or asserted by the relevant Governmental Authority. Payment under this

subsection (d) shall be made within 30

<PAGE>

days after the date the Lender or the Administrative Agent makes a demand

therefor. With respect to such deduction or withholding for or on account of

Taxes and to confirm that all such Taxes have been paid to the appropriate

Governmental Authorities, each Borrower shall promptly (and in any event not

later than 30 days after receipt) furnish to each Lender and the Administrative

Agent such certificates, receipts and other documents as may be required (in the

judgment of such Lender or the Agent) to establish any tax credit to which such

Lender or the Administrative Agent may be entitled. If a Lender or the

Administrative Agent shall become aware that it is entitled to receive a refund

in respect of Taxes or Other Taxes as to which it has been indemnified by any

Borrower pursuant to this Section 3.01, it shall promptly notify Anixter of such

refund and shall, within 30 days after receipt of a request by Anixter (or

promptly upon receipt, if Anixter has requested application for such refund

pursuant hereto), repay such refund to the applicable Borrower (to the extent of

amounts that have been paid by such Borrower under this Section 3.01 with

respect to such refund and to the extent such refund has been received by such

Lender or the Administrative Agent), net of all out-of-pocket expenses of such

Lender and without interest (except to the extent such refund includes any

interest); provided that the applicable Borrower, upon the request of such

Lender or the Agent, agrees to return such refund (plus penalties, interest or

other charges) to such Lender or the Administrative Agent if such Lender or the

Administrative Agent is required to repay such refund. Nothing contained in this

clause (d) shall require any Lender or the Administrative Agent to make

available any of its tax returns (or any other information relating to its taxes

which it deems to be confidential).

3.02 ILLEGALITY. If any Lender determines that any Law has made it

unlawful, or that any Governmental Authority has asserted that it is unlawful,

for any Lender or its applicable Lending Office to make, maintain or fund

Eurocurrency Rate Loans, or materially restricts the authority of such Lender to

purchase or sell, or to take deposits of, US Dollars in the applicable offshore

US Dollar market, or to determine or charge interest rates based upon the

Eurocurrency Rate, then, on notice thereof by such Lender to Anixter through the

Administrative Agent, any obligation of such Lender to make or continue

Eurocurrency Rate Loans or to convert Base Rate Committed Loans to Eurocurrency

Rate Committed Loans shall be suspended until such Lender notifies the

Administrative Agent and Anixter that the circumstances giving rise to such

determination no longer exist. Upon receipt of such notice, the Borrowers shall,

upon demand from such Lender (with a copy to the Administrative Agent), prepay

or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base

Rate Loans, either on the last day of the Interest Period thereof, if such

Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such

day, or immediately, if such Lender may not lawfully continue to maintain such

Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrowers

shall also pay interest on the amount so prepaid or converted. Each Lender

agrees to designate a different Lending Office if such designation will avoid

the need for such notice and will not, in the good faith judgment of such

Lender, otherwise be materially disadvantageous to such Lender.

3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent

determines (or in the case of clause (c) below, the Required Lenders determine)

in connection with any request for a Eurocurrency Rate Loan or a conversion to

or continuation thereof that (a) US Dollar deposits are not being offered to

banks in the applicable offshore US Dollar market for the applicable amount and

Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable

means do not exist for determining the Eurocurrency Rate for such Eurocurrency

Rate Loan, or (c) the

<PAGE>

Eurocurrency Rate for such Eurocurrency Rate Loan does not adequately and fairly

reflect the cost to the Required Lenders of funding such Eurocurrency Rate Loan,

the Administrative Agent will promptly notify Anixter and all Lenders.

Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate

Loans shall be suspended until the Administrative Agent revokes such notice.

Upon receipt of such notice, any Borrower may revoke any pending request for a

Committed Borrowing, conversion or continuation of Eurocurrency Rate Loans or,

failing that, will be deemed to have converted such request into a request for a

Committed Borrowing of Base Rate Loans in the amount specified therein.

3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES

ON EUROCURRENCY RATE LOANS.

(a) If any Lender determines that as a result of the introduction

of or any change in or in the interpretation of any Law, or such Lender's

compliance therewith, there shall be any material increase in the cost to such

Lender of agreeing to make or making, funding or maintaining applicable Loans,

or a material reduction in the amount received or receivable by such Lender in

connection with any of the foregoing (excluding for purposes of this subsection

(a) any such increased costs or reduction in amount resulting from (i) Taxes or

Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis

of taxation of overall net income or overall gross income by the United States

or any foreign jurisdiction or any political subdivision of either thereof under

the Laws of which such Lender is organized or has its Lending Office, and (iii)

reserve requirements), then from time to time upon demand of such Lender (with a

copy of such demand to the Administrative Agent), the applicable Borrowers shall

pay to such Lender such additional amounts as will compensate such Lender for

such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law

regarding capital adequacy or any change therein or in the interpretation

thereof, or compliance by such Lender (or its Lending Office) therewith, has the

effect of materially reducing the rate of return on the capital of such Lender

or any corporation controlling such Lender as a consequence of such Lender's

obligations hereunder (taking into consideration its policies with respect to

capital adequacy), then from time to time upon demand of such Lender (with a

copy of such demand to the Administrative Agent), the applicable Borrowers shall

pay to such Lender such additional amounts as will compensate such Lender for

such reduction.

shall be required under regulations of the Board to maintain reserves with

respect to liabilities or assets consisting of or including Eurocurrency funds

or deposits (currently known as "Eurocurrency liabilities"), additional costs on

the unpaid principal amount of each Eurocurrency Rate Loan to such Borrower

equal to the actual costs of such reserves allocated to such Loan by such Lender

(as determined by such Lender in good faith, which determination shall be

conclusive), which shall be due and payable on each date on which interest is

payable on such Loan, provided such Borrower shall have received at least 15

days' prior notice (with a copy to the Administrative Agent) of such additional

interest from such Lender. If a Lender fails to give notice 15 days prior to the

relevant Interest Payment Date, such additional interest shall be due and

payable 15 days from receipt of such notice.

<PAGE>

(d) Concurrently with each payment of interest on any Eurocurrency

Rate Loan, the applicable Borrower shall pay each Lender the Associated Costs

referred to in Schedule 1.01, as applicable.

3.05 FUNDING LOSSES. Upon written demand of any Lender (with a copy

to the Administrative Agent) from time to time, each Borrower shall promptly

compensate such Lender for and hold such Lender harmless from any loss, cost or

expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any

Loan of such Borrower other than a Base Rate Loan on a day other than the last

day of the Interest Period for such Loan (whether voluntary, mandatory,

automatic, by reason of acceleration, or otherwise);

(b) any failure by such Borrower (for a reason other than the

failure of such Lender to make a Loan) to prepay, borrow, continue or convert

any Loan other than a Base Rate Loan on the date or in the amount notified by

such Borrower; or

the last day of the Interest Period therefor as a result of a request by such

Borrower pursuant to Section 10.16.

Such compensation shall include an amount equal to the excess, if any, as

reasonably determined by such Lender, of (i) its cost of obtaining the funds for

the Loan being paid, prepaid, refinanced or not borrowed (which in the case of a

Eurocurency Rate Loan will be assumed to be the Eurocurrency Rate applicable

thereto) for the period from the date of such payment, prepayment, refinancing

or failure to borrow or refinance to the last day of the Interest Period for

such Loan (or, in the case of a failure to borrow or refinance, the Interest

Period for such Loan which would have commenced on the date of such failure)

over (ii) the amount of interest (as reasonably determined by such Lender) that

would be realized by such Lender in reemploying the funds so paid, prepaid or

not borrowed or refinanced for such period or Interest Period, as the case may

be. The Borrowers shall pay each Lender the amount shown as due on any

certificate delivered by such Lender claiming such compensation within ten (10)

Business Days after the Borrowers' receipt of the same. Such Borrower shall also

pay any customary administrative fees charged by such Lender in connection with

the foregoing.

For purposes of calculating amounts payable by any Borrower to the Lenders under

this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency

Rate Committed Loan made by it at the Eurocurrency Rate for such Loan by a

matching deposit or other borrowing in the applicable offshore US Dollar

interbank market for a comparable amount and for a comparable period, whether or

not such Eurocurrency Rate Committed Loan was in fact so funded.

3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

(a) A certificate of the Administrative Agent or any Lender

claiming compensation under this Article III and setting forth the additional

amount or amounts to be paid to it hereunder shall be conclusive in the absence

of manifest error. Such certificate shall provide in reasonable detail the

amount payable and the calculations used to determine such amount. In

determining such amount, the Administrative Agent or such Lender may use any

reasonable averaging and attribution methods.

<PAGE>

(b) Upon any Lender's making a claim for compensation under

Section 3.01 or Section 3.04, Anixter may remove or replace such Lender in

accordance with Section 10.16.

Section 3.01 or Section 3.04, or exercising its rights under Section 3.02, shall

use reasonable efforts (consistent with legal and regulatory restrictions) to

file any certificate or document reasonably requested by Anixter or to change

the jurisdiction of its Lending Office if the making of such a filing or change

would avoid the need for or reduce the amount of any such additional amounts

which may thereafter accrue or avoid the circumstances giving rise to such

exercise and would not, in the sole determination of such Lender, be otherwise

disadvantageous to such Lender.

(d) If any Lender fails to notify Anixter and the Administrative

Agent within 120 days of its actual knowledge of any such additional amount

payable by a Borrower pursuant to Section 3.01 or 3.04(a) or (b) (the "Notice

Date"), the Borrowers shall not be obligated to pay such additional amounts

accruing during the period from the Notice Date until the date of delivery of

such notice, provided, further, that the failure to give such notice shall not

affect any Borrower's obligation to pay such additional amounts accrued prior to

the Notice Date or after delivery of such notice.

3.07 SURVIVAL. All of the Borrowers' obligations under this Article

III shall survive termination of the Commitments and payment in full of all the

other Obligations.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each

Lender to make its initial Credit Extension hereunder is subject to satisfaction

of the following conditions precedent:

(a) Unless waived by all t

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