EXHIBIT 4.3(c)
SECOND AMENDMENT
THIS SECOND AMENDMENT dated as of June 7, 2002 (this "Amendment")
amends the Five-Year Revolving Credit Agreement dated as of October 6, 2000, as
amended as of March 8, 2002, among Anixter Inc. ("Anixter"), various
subsidiaries of Anixter (the "Borrowing Subsidiaries"), various financial
institutions (the "Lenders") and Bank of America, N.A., as administrative agent
(the "Administrative Agent"). Terms defined in the Credit Agreement are, unless
otherwise defined herein or the context otherwise requires, used herein as
defined therein.
WHEREAS, Anixter, the Borrowing Subsidiaries, the Lenders and the
Administrative Agent have entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as more fully set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendments. Subject to the satisfaction of the conditions
precedent set forth in Section 3, the Credit Agreement shall be amended as
follows.
1.1 Amendment to Section 7.03(v). Clause (v) of Section 7.03 is amended
in its entirety to read as follows:
"Investments in connection with the acquisition by Anixter or
any Subsidiary of substantially all of the assets or all of the capital
stock of any Person not in excess of an aggregate amount of
US$150,000,000 over the term of this Agreement (exclusive of the value
of any capital stock of Anixter or AXE given in connection with any
such acquisition);"
SECTION 2 Warranties. Each Borrower represents and warrants to the
Administrative Agent and the Lenders that, after giving effect to the
effectiveness hereof, (a) each warranty set forth in Article V of the Credit
Agreement is true and correct in all material respects, except to the extent
that such warranty specifically refers to an earlier date, and (b) no Default or
Event of Default exists.
SECTION 3 Effectiveness. The amendments set forth in Section 1 above
shall become effective when the Administrative Agent shall have received
counterparts of this Amendment executed by Anixter, the Borrowing Subsidiaries
and the Required Lenders.
SECTION 4 Miscellaneous.
4.1 Continuing Effectiveness, etc. As herein amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the effectiveness of this Amendment, all
references in the Credit Agreement and the other Loan Documents to "Credit
Agreement" or similar terms shall refer to the Credit Agreement as amended
hereby.
4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
4.3 Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of Illinois.
4.4 Successors and Assigns. This Amendment shall be binding upon
Anixter, the Borrowing Subsidiaries, the Lenders and the Administrative Agent
and their respective successors and assigns, and shall inure to the benefit of
Anixter, the Borrowing Subsidiaries, the Lenders and the Administrative Agent
and the respective successors and assigns of the Lenders and the Administrative
Agent.
2
Delivered as of the day and year first above written.
ANIXTER INC., as Borrower
By:
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Name:
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Title:
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ANIXTER INTERNATIONAL N.V./S.A., as a
Borrowing Subsidiary
By:
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Name:
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Title:
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ANIXTER U.K. LTD., as a Borrowing
Subsidiary
By:
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Name:
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Title:
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S-1
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
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Name:
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Title:
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BANK OF AMERICA, N.A., as a Lender
By:
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Name:
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Title:
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S-2
BANK ONE, NA, as Syndication Agent
and Lender
By:
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Name:
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Title:
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▇-▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, as
Documentation Agent and Lender
By:
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Name:
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Title:
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S-4
SUNTRUST BANK, as Managing Agent and as
a Lender
By:
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Name:
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Title:
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S-5
CREDIT LYONNAIS CHICAGO BRANCH, as
Managing Agent and as a Lender
By:
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Name:
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Title:
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S-6
, as a Lender
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By:
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Name:
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Title:
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S-7