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Exhibit 2
PURCHASE AGREEMENT
THIS AGREEMENT made and entered into as of the 3rd day of December,
1999, by and between Samstock/SZRT, L.L.C., a Delaware limited liability company
(referred to herein as "Seller"), and Samstock/SIT, L.L.C., a Delaware limited
liability company (referred to herein as "Purchaser");
WITNESSETH :
WHEREAS, Seller is the owner, free and clear of all liens or
encumbrances, of certain shares of common stock of Anixter International, Inc.,
a Delaware corporation (the "Company"), and Seller desires to sell some of said
shares to Purchaser; and
WHEREAS, Purchaser desires to purchase some of the shares of the
Company's common stock from Seller subject to the terms and conditions stated
herein;
NOW, THEREFORE, for and in consideration of the mutual promises herein
set forth, the receipt and sufficiency of which are hereby acknowledged, it is
hereby agreed as follows:
1. Purchase and Sale. Seller hereby sells to Purchaser and Purchaser
hereby purchases from Seller all of Seller's right, title and interest in and to
Four Million Eight Hundred Forty Thousand Nine Hundred Thirteen (4,840,913)
shares of common stock of the Company (the "Shares").
2. Purchase Price. In full consideration for the purchase hereunder,
Purchaser agrees to pay Seller the sum of Ninety-Five Million Two Thousand Nine
Hundred Seventeen Dollars ($95,002,917), being Nineteen and 625/1000 Dollars
($19.625) per share. The purchase price is the mean between the highest and
lowest quoted selling prices for the Shares on the date hereof.
3. Payment of Purchase Price. Purchaser shall pay the full purchase
price within five (5) days of executing this agreement.
4. Assignment. Simultaneous with the payment of the purchase price,
Seller agrees to deliver to Purchaser one or more certificates for the Shares
together with fully executed stock powers assigning the Shares to Purchaser to
allow Purchaser to transfer the Shares to Purchaser on the corporate records of
the Company.
5. Representations and Warranties of Seller. Seller represents,
warrants and agrees that the following statements are true and correct:
(a) Authority. The Seller has full right, power and authority
to sell the shares to Purchaser.
(b) Title to Shares. Seller owns the Shares free and clear of
any and all liens, claims or encumbrances. The Shares are validly issued, fully
paid and non-assessable.
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Exhibit 2
(c) No Breach of Other Agreements. The execution and delivery
of this Agreement, the consummation of the transaction contemplated by this
Agreement, and the fulfillment of the terms of this Agreement will not result in
any breach of the terms and provisions of, or constitute a default under, any
agreement to which Seller is a party or by which Seller is bound.
(d) No Broker or Finder. Seller is not in any way obligated
for a payment of fees or expenses to any broker or finder in connection with the
transaction contemplated by this Agreement.
6. Representations and Warranties of Purchaser. Purchaser represents,
warrants and agrees that the following are true and correct:
(a) No Breach of Other Agreements. The execution and delivery
of this Agreement, the consummation of the transaction contemplated by this
Agreement, and the fulfillment of the terms of this Agreement will not result in
any breach in the terms and provisions of, or constitute a default under, any
agreement to which Purchaser is a party or by which Purchaser is bound.
(b) No Broker or Finder. Purchaser is not in any way obligated
for a payment of fees or expenses to any broker or finder in connection with the
transaction contemplated by this Agreement.
(c) Investment Intent. The Shares are being acquired solely by
and for the account of Purchaser, for investment only, and are not being
purchased for resale or distribution.
7. Further Assurances. Purchaser and Seller agree that each shall, from
time to time upon the reasonable request of the other party, execute,
acknowledge and deliver in proper form any instrument of conveyance or further
assurance necessary or desirable to perfect the consummation of the within
transaction.
8. Construction. The parties hereto agree that all matters pertaining
to the validity, construction and effect of this Agreement shall be determined
in accordance with the laws of the State of Illinois. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
9. Notice. All notices, statements, requests and demands given to or
made upon any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given or made: (i) if mailed, two business days
after deposit in the mail, postage prepaid; (ii) in the case of delivery via
messenger or nationally recognized courier service, on the date actually
delivered; or (iii) in the case of notice via telecopy, on the date transmitted,
to the last known addresses of the parties or such other addresses at which the
parties shall from time to time notify one another.
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10. Counterparts. This Agreement may be executed in any number of
counterpart copies, each of which shall be deemed an original for all purposes,
but all of which shall constitute one and the same agreement.
11. Entire Agreement. This Agreement constitutes the entire agreement
and understanding of Purchaser and Seller, and no contemporaneous or subsequent
oral agreement or statements shall alter or modify the terms and provisions
hereof unless agreed thereto by the parties in writing. There are no promises or
representations upon which any party hereto has relied in the execution of this
Agreement which are not contained herein.
12. Severability. In the event any provision of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.
13. Pronouns and Headings. As used herein, all pronouns shall include
the masculine, feminine, neuter, singular and plural thereof wherever the
context and facts require such construction. The headings, titles and subtitles
herein are inserted for convenience of reference only and are to be ignored in
any construction of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have set their respective hands
as of the date first above written.
SELLER: PURCHASER:
Samstock/SZRT, L.L.C. Samstock/SIT, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx, Vice President Xxxxx X. Xxxxxxxxx, Vice President
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