EXHIBIT 4.3(d)
THIRD AMENDMENT
THIS THIRD AMENDMENT dated as of March 12, 2003 (this "Amendment")
amends the Five-Year Revolving Credit Agreement dated as of October 6, 2000, as
amended as of March 8, 2002 and June 7, 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 4, the Credit Agreement shall be amended as
follows.
Section 7.18 is amended in its entirety to read as follows:
"7.18 MINIMUM CONSOLIDATED FIXED CHARGE COVERAGE RATIO. No
Borrower shall permit the Consolidated Fixed Charge Coverage Ratio
calculated at the end of each Fiscal Quarter for the period of the
immediately preceding four Fiscal Quarters to be less than (a) 2.00 to
1 for any period ending prior to September 30, 2002, (b) 2.25 to 1 for
any period ending on or after September 30, 2002 but prior to December
31, 2002, (c) 2.50 to 1 for any period ending on or after December 31,
2002 but prior to June 30, 2004, (d) 2.75 to 1 for any period ending on
or after June 30, 2004 but prior to December 31, 2004 and (d) 3.0 to 1
for any period ending on or after December 31, 2004."
SECTION 2 Reduction in Aggregate Commitments. Pursuant to Section 2.08
of the Credit Agreement, Anixter hereby permanently reduces the Aggregate
Commitments to US$275,000,000, effective as of March 12, 2003, such reduction to
be applied to the Commitment of each Lender according to its Pro Rata Share.
SECTION 3 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 4 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 and Anixter shall have paid in immediately available
funds to the Administrative Agent for the account of each
Lender signing this Amendment an amendment fee equal to 0.10% of the Commitment
of such Lender, determined after giving effect to the reduction thereof pursuant
to Section 2 above.
SECTION 5 Miscellaneous.
5.1 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.
5.2 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.
5.3 Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of Illinois.
5.4 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: _________________________________________
Name: ______________________________________
Title: ______________________________________
ANIXTER INTERNATIONAL N.V./S.A., as a
Borrowing Subsidiary
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
ANIXTER U.K. LTD., as a Borrowing Subsidiary
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-1
BANK OF AMERICA, N.A., as
Administrative Agent
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
BANK OF AMERICA, N.A., as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-2
BANK ONE, NA, as Syndication Agent and Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
X-0
XXX XXXX XX XXXX XXXXXX, as
Documentation Agent and Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-4
SUNTRUST BANK, as Managing Agent and as a
Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-5
CREDIT LYONNAIS CHICAGO BRANCH, as
Managing Agent and as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-6
BANCA INTESA-NEW YORK BRANCH
(formerly, IntesaBci), as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
X-0
XXXXX XXXXXXXXX XXX XXXXXX X.X.X. -
XXX XXXX BRANCH, as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-8
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC., as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-9
THE BANK OF NEW YORK, as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-10
U.S. BANK NATIONAL ASSOCIATION,
(fka FIRSTAR BANK, N.A.), as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-11
MIZUHO CORPORATE BANK, LTD., as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
X-00
XXXXXXXX XXXX XXXX, as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-13
THE NORTHERN TRUST COMPANY, as a
Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-14
PNC BANK, N.A., as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-15
SUMITOMO MITSUI BANKING
CORPORATION, as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-16
U.S. BANK NATIONAL ASSOCIATION, as a
Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-17
WACHOVIA BANK, N.A., as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-18
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-19
COMERICA BANK, as a Lender
By: _________________________________________
Name: ______________________________________
Title: ______________________________________
S-20
