Five-Year $390 Million Revolving Credit Agreement among Anixter Inc., Borrowing Subsidiaries, and Lenders (2000)
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Summary
This agreement, dated October 6, 2000, is a five-year revolving credit facility for up to $390 million between Anixter Inc., its borrowing subsidiaries, and a syndicate of lenders led by Bank of America, N.A. The agreement outlines the terms under which Anixter and its subsidiaries can borrow, repay, and re-borrow funds, including interest rates, fees, and repayment conditions. It also sets forth the obligations of the borrowers and lenders, including financial reporting, compliance with laws, and maintenance of collateral, with specific conditions for credit extensions and ongoing covenants.
EX-4.3(A) 3 c83468exv4w3xay.txt FIVE-YEAR, $390.0 MILLION, REVOLVING CREDIT AGMT EXHIBIT 4.3(a) ================================================================================ 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, as Sole Lead Arranger and Sole Book Manager ================================================================================ TABLE OF CONTENTS
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-vi- 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. "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. 2 "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