Registration Rights Agreement Dated as of February 16, 2007 Anixter International Inc.Registration Rights Agreement • February 16th, 2007 • Anixter International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 16th day of February, 2007, by and between Anixter International Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) on its own behalf and as representative of the other Initial Purchasers named on Schedule A to the Purchase Agreement (as defined below).
ANIXTER INTERNATIONAL INC. And THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of February 16, 2007 1% Senior Convertible Notes Due 2013Indenture • February 16th, 2007 • Anixter International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • New York
THIS INDENTURE, dated as of February 16, 2007, is between Anixter International Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
ANIXTER INTERNATIONAL INC. (a Delaware corporation) $275,000,000 1.00% Senior Convertible Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • February 16th, 2007 • Anixter International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • New York
Anixter International Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as provided in Section 11 hereof), for whom Merrill Lynch is acting as representative, with respect to (i) the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $275,000,000 aggregate principal amount of the Company’s Senior Convertible Notes due 2013 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers of the option described in Section 2(b) hereof to purchase all or any part of an additional $25,000,000 aggregate principal amount of the Company’s Senior Convertible Notes due
Confirmation of OTC Convertible Note HedgeLetter Agreement • February 16th, 2007 • Anixter International Inc • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Confirmation of OTC Warrant TransactionAnixter International Inc • February 16th, 2007 • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
