exv10w4






Exhibit 10.4




FIRST AMENDMENT TO THIRD AMENDED AND RESTATED



RECEIVABLES PURCHASE AGREEMENT




     THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of August 31, 2009, is entered into among WESCO RECEIVABLES CORP.
(the “Seller”), WESCO DISTRIBUTION, INC. (the “Servicer”), the Purchasers (each, a
“Purchaser”) and Purchaser Agents (each, a “Purchaser Agent”) party hereto, and PNC
BANK, NATIONAL ASSOCIATION, as Administrator (the “Administrator”).



RECITALS




     1. The Seller, Servicer, each Purchaser, each Purchaser Agent and the Administrator are
parties to the Third Amended and Restated Receivables Purchase Agreement dated as of April 13, 2009
(as amended through the date hereof, the “Agreement”); and



     2. The parties hereto desire to amend the Agreement as hereinafter set forth.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



     1. Certain Defined Terms. Capitalized terms that are used herein without definition
and that are defined in Exhibit I to the Agreement shall have the same meanings herein as
therein defined.



     2. Amendment to the Agreement. Schedule II to the Agreement is hereby amended
and restated in its entirety as attached hereto.



     3. Representations and Warranties. The Seller and Servicer hereby represent and
warrant to each of the parties hereto as follows:




     (a) Representations and Warranties. The representations and warranties
contained in Exhibit III of the Agreement are true and correct as of the date
hereof.




     (b) No Default. Both before and immediately after giving effect to this
Amendment and the transactions contemplated hereby, no Termination Event or Unmatured
Termination Event exists or shall exist.



     4. Effect of Amendment. All provisions of the Agreement, as expressly amended and
modified by this Amendment shall remain in full force and effect. On and after the Effective Date,
all references in the Agreement (or in any other Transaction Document) to “this Agreement”,
“hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be
references to the Agreement as amended by this Amendment. This Amendment shall not be deemed,
either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other
than as set forth herein.



 









 





     5. Effectiveness. This Amendment shall become effective as of the date (the
“Effective Date”) on which the Administrator receives each of the following: (i)
counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other
parties hereto, in form and substance satisfactory to the Administrator in its sole discretion,
(ii) counterparts of that certain Seventh Amendment to Lockbox Service Agreement, dated as of the
date hereof, among the Seller, the Servicer, the Administrator and each Purchaser Agent (whether by
facsimile or otherwise) executed by each of the parties thereto, in form and substance satisfactory
to the Administrator in its sole discretion and (iii) such other agreements, documents and
instruments as the Administrator shall request.



     6. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute but one and the same instrument.



     7. Governing Law; Jurisdiction.




     7.1 THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).




     7.2 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK; AND, BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH OF THE PARTIES HERETO CONSENTS,
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR ANY DOCUMENT RELATED HERETO.
EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.



     8. Section Headings. The various headings of this Amendment are included for
convenience only and shall not affect the meaning or interpretation of this Amendment, the
Agreement or any provision hereof or thereof.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




2









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
written above.



	 	 	 	 	 
	 	 	WESCO RECEIVABLES CORP.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel A. Brailer
	 

	 	Name:
	 	Daniel A. Brailer
	 

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 	 	WESCO DISTRIBUTION, INC., as Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel A. Brailer
	 

	 	Name:
	 	Daniel A. Brailer
	 

	 	Title:
	 	VP & Treasurer






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-1









 





	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,
	 	 	as Administrator
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Falcon
	 

	 	Name:
	 	William P. Falcon
	 

	 	Title:
	 	Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-2









 





	 	 	 	 	 
	 	 	THE CONDUIT PURCHASERS AND THE PURCHASER AGENTS:
	 
	 	 	 	 
	 	 	MARKET STREET FUNDING LLC,

as a Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Doris J. Hearn
	 

	 	Name:
	 	Doris J. Hearn
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,

as Purchaser Agent for Market Street Funding LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Falcon
	 

	 	Name:
	 	William P. Falcon
	 

	 	Title:
	 	Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-3









 





	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, 

as a Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Landry
	 

	 	Name:
	 	Michael J. Landry
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, 

as Purchaser Agent for Wachovia Bank, National Association
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Landry
	 

	 	Name:
	 	Michael J. Landry
	 

	 	Title:
	 	Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-4









 





	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew D. Jones
	 

	 	Name:
	 	Andrew D. Jones
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK,
	 	 	as Purchaser Agent for Fifth Third Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew D. Jones
	 

	 	Name:
	 	Andrew D. Jones
	 

	 	Title:
	 	Assistant Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-5









 





	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Conduit
Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Kasper
	 

	 	Name:
	 	Matthew Kasper
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Purchaser Agent for U.S. Bank National Association
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Kasper
	 

	 	Name:
	 	Matthew Kasper
	 

	 	Title:
	 	Assistant Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-6









 





	 	 	 	 	 
	 	 	THE PRIVATEBANK AND TRUST COMPANY, as a Conduit
Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Zennie W. Lynch Jr.
	 

	 	Name:
	 	Zennie W. Lynch Jr.
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	THE PRIVATEBANK AND TRUST COMPANY,
	 	 	as Purchaser Agent for The PrivateBank and Trust
Company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Zennie W. Lynch Jr.
	 

	 	Name:
	 	Zennie W. Lynch Jr.
	 

	 	Title:
	 	Managing Director






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-7









 





	 	 	 	 	 
	 	 	THE HUNTINGTON NATIONAL BANK, as a Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ W. Christopher Kohler
	 

	 	Name:
	 	W. Christopher Kohler
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	THE HUNTINGTON NATIONAL BANK,
	 	 	as Purchaser Agent for The Huntington National Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ W. Christopher Kohler
	 

	 	Name:
	 	W. Christopher Kohler
	 

	 	Title:
	 	Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-8









 





	 	 	 	 	 
	 	 	THE RELATED COMMITTED PURCHASERS:
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,
	 	 	as a Related Committed Purchaser for Market Street

Funding LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Falcon
	 

	 	Name:
	 	William P. Falcon
	 

	 	Title:
	 	Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-9









 





	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Related Committed Purchaser for Fifth Third Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew D. Jones
	 

	 	Name:
	 	Andrew D. Jones
	 

	 	Title:
	 	Assistant Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-10









 





	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Related Committed Purchaser
for Wachovia Bank, National Association
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Landry
	 

	 	Name:
	 	Michael J. Landry
	 

	 	Title:
	 	Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-11









 





	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Related
Committed Purchaser for U.S. Bank National Association
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Kasper
	 

	 	Name:
	 	Matthew Kasper
	 

	 	Title:
	 	Assistant Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-12









 





	 	 	 	 	 
	 	 	THE PRIVATEBANK AND TRUST COMPANY, as a Related Committed Purchaser
for The PrivateBank and Trust Company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Zennie W. Lynch Jr.
	 

	 	Name:
	 	Zennie W. Lynch Jr.
	 

	 	Title:
	 	Managing Director






FIRST AMENDMENT

TO WESCO 3RD A&R RPA




S-13









 





	 	 	 	 	 
	 	 	THE HUNTINGTON NATIONAL BANK, as a Related Committed Purchaser
for The Huntington National Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ W. Christopher Kohler
	 

	 	Name:
	 	W. Christopher Kohler
	 

	 	Title:
	 	Vice President






FIRST AMENDMENT

TO WESCO 3RD A&R RPA





S-14









 








SCHEDULE II




LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS





Sch. II-1