exv10w1






Exhibit 10.1




EXECUTION




LIMITED CONSENT AND AMENDMENT NO. 4

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     This Limited Consent and Amendment No. 4 to Third Amended and Restated Credit Agreement, dated
as of February 19, 2010 (this “Amendment”), is entered into by and among WESCO
Distribution, Inc., a Delaware corporation (“WESCO Distribution”), WESCO Equity
Corporation, a Delaware corporation (“WESCO Equity”), Herning Enterprises, Inc., a Delaware
corporation (“Herning”), WESCO Nevada, Ltd., a Nevada corporation (“WESCO Nevada”),
Carlton-Bates Company, an Arkansas corporation (“Carlton-Bates”), Communications Supply
Corporation, a Connecticut corporation (“CSC”), Calvert Wire & Cable Corporation, a
Delaware corporation (“Calvert”), Bruckner Supply Company, Inc., a Delaware corporation
(“Bruckner”) and Liberty Wire & Cable, Inc., a Delaware corporation (“Liberty” and,
together with WESCO Distribution, WESCO Equity, Herning, WESCO Nevada, Carlton-Bates, CSC, Calvert
and Bruckner, the “US Borrowers” and each individually as a “US Borrower”); WESCO
Distribution Canada LP, an Ontario limited partnership (“WESCO DC LP” or “Canadian
Borrower” and, together with the US Borrowers, the “Borrowers”, and each individually,
a “Borrower”); the other Credit Parties; General Electric Capital Corporation, a Delaware
corporation (in its individual capacity, “GE Capital”), for itself, as a US Lender, and as
Agent for US Lenders with respect to Loans and other credit made available to US Borrowers and as
an agent for Canadian Agent and all Lenders with respect to Collateral owned by a US Credit Party;
GE Canada Finance Holding Company, a Nova Scotia unlimited liability company (“GE Capital
Canada”), as a Canadian Lender and as Canadian Agent (Canadian Agent and Agent being defined as
the “Agents”) for Loans and other credit made available to Canadian Borrowers and as agent
for Canadian Lenders with respect to Collateral owned by the Canadian Credit Parties; the other US
Lenders that are parties hereto and the other Canadian Lenders that are parties hereto.



RECITALS




     A. Borrowers, the other Credit Parties, Agents and Lenders are parties to that certain Third
Amended and Restated Credit Agreement, dated as of November 1, 2006, including all annexes,
exhibits and schedules thereto (as amended, supplemented or otherwise modified in writing to date
and as from time to time hereafter further amended, restated, supplemented or otherwise modified in
writing, the “Credit Agreement”).



     B. Borrowers and the other Credit Parties have requested that Agents and Lenders consent to
certain transactions as described below in this Amendment and Agents and Lenders are willing to do
so as and to the extent, and solely as and to the extent, and subject to the terms and conditions
set forth in this Amendment.



 









 





     C. Borrowers and the other Credit Parties have requested that Agents and Lenders agree to
amend the Credit Agreement as and to the extent set forth in this Amendment, including to give
effect to the consents referenced in paragraph B above, and Agents and Lenders are willing
to do so as and to the extent, and solely as and to the extent, and subject to the terms and
conditions set forth in this Amendment.



     D. This Amendment shall constitute a Loan Document and these Recitals shall be construed as
part of this Amendment.



          NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained, and of the Loans and other extensions of credit heretofore, now or hereafter made to, or
for the benefit of, US Borrowers by US Lenders and Canadian Borrower by Canadian Lenders,
Borrowers, the other Credit Parties, Agents and Lenders hereby agree as follows:




     1. Definitions. Except to the extent otherwise specified herein, capitalized terms
used in this Amendment shall have the same meanings ascribed to them in the Credit Agreement and
Annex A thereto.



     2. Limited Consents.



          2.1. Notwithstanding any terms or provisions of the Credit Agreement or any other Loan
Document to the contrary, Agents and Lenders hereby consent to each of the transactions described
in Exhibit A hereto (the “2010 Restructuring Transactions”) and amend the Credit
Agreement to the extent, and solely to the extent, necessary to permit and give effect to the 2010
Restructuring Transactions and the provisions set forth in this Section 2;
provided, that, at each of the following steps, each of the following actions are
taken, all in a manner and in form and substance acceptable to the Agents:





     Step 1 — Modification of Maturity Date and Interest Rate with Respect to
Intercompany Note Issued by Wesco Canada in Favor of WDC Holding. Within five (5)
Business Days of the modification of the existing intercompany note in a principal amount
equal to $135,393,721 (Canadian Dollars) and issued on September 2, 2004 by Wesco Canada in
favor of WDC Holding in order to extend the maturity date of such intercompany note to
November 3, 2016 and decrease the interest rate of such intercompany note to 8.75% (as so
modified, “Note Canada 1”): (a) WDC Holding shall enter into an amendment to the
Second Amended and Restated Pledge Agreement, dated as of November 1, 2006, by and among WDC
Holding and Agent (as amended, supplemented or otherwise modified from time to time, the
“WDC Holding Pledge Agreement”) in form and substance satisfactory to Agent whereby
WDC Holding shall pledge to Agent, on behalf of itself and Lenders, 100% of its interests in
Note Canada 1; and (b) the Borrowers shall deliver or cause to be delivered to Agent the
original executed Note Canada 1 along with an executed endorsement in connection therewith
in form and substance satisfactory to Agent.



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     Step 2 — Contribution by WDC Holding of Intercompany Notes to Wesco Canada in
Exchange for Common Stock of Wesco Canada. Within five (5) Business Days of the
contribution by WDC Holding of that certain intercompany note in a principal amount
equal to $12,902,882 (Canadian Dollars) issued by Wesco Canada in favor of WDC Holding on
July 1, 2005 (“Note Canada 2”) and that certain intercompany note in a principal
amount equal to $192,901,500 (Canadian Dollars) issued by Wesco Canada in favor of WDC
Holding on October 1, 2005 (“Note Canada 3”) to the capital of Wesco Canada in
exchange for common Stock issued by Wesco Canada: (a) WDC Holding shall enter into an
amendment to the WDC Holding Pledge Agreement in form and substance satisfactory to Agent
whereby WDC Holding shall pledge to Agent, on behalf of itself and Lenders, all of its
interests in such common Stock issued by Wesco Canada (the “Step 2 Wesco Canada Pledged
Stock”); and (b) the Borrowers shall deliver or cause to be delivered to Agent the
original share certificate(s) evidencing the Step 2 Wesco Canada Pledged Stock along with
executed and undated stock powers in form and substance satisfactory to Agent.




     Step 3 — Sale by Carlton-Bates of its Equity Interests in CBC LP Holdings LLC
(“CBC Holdings”) to WDC Holding in Exchange for Cash in an Aggregate Amount Equal to
$1,000. Within five (5) Business Days of the sale by Carlton-Bates of its equity
interests in CBC Holdings to WDC Holding in exchange for cash in an aggregate amount equal
to $1,000: (a) WDC Holding shall enter into an amendment to the WDC Holding Pledge Agreement
in form and substance satisfactory to Agent whereby WDC Holding shall pledge to Agent, on
behalf of itself and Lenders, all of its equity interests in CBC Holdings (the “CBC
Holdings Pledged Stock”); and (b) the Borrowers shall deliver or cause to be delivered
to Agent the original share certificate(s) evidencing the CBC Holdings Pledged Stock along
with executed and undated stock powers in form and substance satisfactory to Agent.




     Step 4 — Formation of WDINESCO II BV by WDC Holding. Within five (5) Business
Days of the formation of a new Dutch BV (“WDINESCO II BV”) by WDC Holding: (a) WDC
Holding shall enter into an amendment to the WDC Holding Pledge Agreement in form and
substance satisfactory to Agent whereby it shall pledge to Agent, on behalf of itself and
Lenders, all of its equity interests in WDINESCO II BV (the “Pledged WDINESCO II BV
Stock”); and (b) the Borrowers shall deliver or cause to be delivered to Agent the
original share certificate(s) evidencing such Pledged WDINESCO II BV Stock along with
executed and undated stock powers in form and substance satisfactory to Agent. Each of the
Borrowers and the other Credit Parties hereby covenants and agrees that: (i) WDINESCO II BV
shall not conduct any operating business of any kind or have any assets or liabilities of
any kind other than (A) in connection with cash management and other financial activities
reasonably required in order to consummate the 2010 Restructuring Transactions and matters
reasonably related thereto, and (B) cash management and other financial activities from time
to time following the consummation of the 2010 Restructuring Transactions; and (ii) WDINESCO
II BV shall not be a Credit Party for purposes of any covenants or other terms or provisions
set forth in the Credit Agreement or any other Loan Document.



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     Step 5 — Formation of U.S. Limited Partnership by WDC Holding and CBC Holdings.
Within five (5) Business Days of the formation of a new U.S. limited
partnership (“US LP”) by WDC Holding and CBC Holdings: (a) WDC Holding shall
enter into an amendment to the WDC Holding Pledge Agreement in form and substance
satisfactory to Agent whereby it shall pledge to Agent, on behalf of itself and Lenders, all
of its equity interests in US LP; (b) the Borrowers shall deliver or cause to be delivered
to Agent the original share certificate(s) evidencing such equity interests in US LP along
with executed and undated stock powers in form and substance satisfactory to Agent; (c) CBC
Holdings shall enter into an amendment to the Amended and Restated CBC Holdings Pledge
Agreement, dated as of November 1, 2006, by and among CBC Holdings and Agent (as amended,
supplemented or otherwise modified from time to time, the “CBC Holdings Pledge
Agreement”) in form and substance satisfactory to Agent whereby CBC Holdings shall
pledge to Agent, on behalf of itself and Lenders, all of its equity interests in US LP; (d)
the Borrowers shall deliver or cause to be delivered to Agent the original share
certificate(s) evidencing such equity interests in US LP along with executed and undated
stock powers in form and substance satisfactory to Agent; and (e) the Borrowers shall: (i)
cause US LP to execute and deliver to Agent a joinder to the Credit Agreement pursuant to
which US LP shall become a Credit Party thereunder; (ii) cause US LP to execute and deliver
to Agent a joinder to the Security Agreement pursuant to which US LP shall become a Grantor
thereunder; (iii) cause US LP to execute and deliver to Agent a joinder to the Guaranty
pursuant to which US LP shall become a party to the Subsidiary Guaranty; and (iv) cause US
LP to execute and deliver any and all such financing statements, agreements, instruments and
documents and take such further actions as Agent may deem necessary or desirable to
effectuate the foregoing intents and purposes.




     Step 6 — Contribution by WDC Holding of Intercompany Notes and Shares in Wesco
Canada to US LP in Exchange for Equity Interests in US LP. Within five (5) Business Days
of the contribution by WDC Holding of (i) Note Canada 1, (ii) that certain intercompany note
in a principal amount equal to $398,201,463 (Canadian Dollars) issued by Wesco Canada in
favor of WDC Holding on November 3, 2006 (“Note Canada 4”) and (iii) 294,873,201
shares of common Stock in Wesco Canada (representing 98.5% of the total outstanding shares
of common Stock in Wesco Canada) to US LP in exchange for additional equity interests in US
LP: (a) US LP shall enter into a pledge agreement in form and substance satisfactory to
Agent (the “US LP Pledge Agreement”) whereby US LP shall pledge to Agent, on behalf
of itself and Lenders, all of its interests in each of Note Canada 1, Note Canada 4 and such
common Stock issued by Wesco Canada (the “Step 6 Wesco Canada Pledged Stock”); (b)
the Borrowers shall deliver or cause to be delivered to Agent the original share
certificate(s) evidencing the Step 6 Wesco Canada Pledged Stock along with executed and
undated stock powers in form and substance satisfactory to Agent; (c) the Borrowers shall
deliver or cause to be delivered to Agent the original executed Note Canada 1 and the
original executed Note Canada 4 along with executed endorsements in connection therewith in
form and substance satisfactory to Agent; (d) WDC Holding shall enter into an amendment to
the WDC Holding Pledge Agreement in form and substance satisfactory to Agent whereby WDC
Holding shall pledge to Agent, on behalf of itself and Lenders, all of such equity interests
in US LP (the “Step 6 US LP Pledged Equity Interests”); and (e) the Borrowers shall
deliver or cause to be delivered to Agent the original share certificate(s) evidencing the
Step 6 US LP
Pledged Equity Interests along with executed and undated stock powers in form and
substance satisfactory to Agent.



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     Step 7 — Contribution by WDC Holding of Shares in Wesco Canada to CBC Holdings in
Exchange for Equity Interests in CBC Holdings. Within five (5) Business Days of the
contribution by WDC Holding of 4,490,455 shares of common Stock in Wesco Canada
(representing 1.5% of the total outstanding shares of common Stock in Wesco Canada) to CBC
Holdings in exchange for additional equity interests in CBC HOLDINGS: (a) CBC Holdings shall
enter into an amendment to the CBC Holdings Pledge Agreement in form and substance
satisfactory to Agent whereby CBC Holdings shall pledge to Agent, on behalf of itself and
Lenders, all of its interests in such common Stock issued by Wesco Canada (the “Step 7
Wesco Canada Pledged Stock”); (b) the Borrowers shall deliver or cause to be delivered
to Agent the original share certificate(s) evidencing the Step 7 Wesco Canada Pledged Stock
along with executed and undated stock powers in form and substance satisfactory to Agent;
(c) WDC Holding shall enter into an amendment to the WDC Holding Pledge Agreement in form
and substance satisfactory to Agent whereby WDC Holding shall pledge to Agent, on behalf of
itself and Lenders, all of such additional equity interests in CBC Holdings (the “Step 7
CBC Holdings Pledged Equity Interests”); and (d) the Borrowers shall deliver or cause to
be delivered to Agent the original share certificate(s) evidencing the Step 7 CBC Holdings
Pledged Equity Interests along with executed and undated stock powers in form and substance
satisfactory to Agent.




     Step 8 — Contribution by CBC Holdings of Shares in Wesco Canada to US LP.
Within five (5) Business Days of the contribution by CBC Holdings of 4,490,455 shares of
common Stock in Wesco Canada (representing 1.5% of the total outstanding shares of common
Stock in Wesco Canada) to US LP: (a) US LP shall enter into an amendment to the US LP Pledge
Agreement in form and substance satisfactory to Agent whereby US LP shall pledge to Agent,
on behalf of itself and Lenders, all of its interests in such common Stock issued by Wesco
Canada (the “Step 8 Wesco Canada Pledged Stock”); and (b) the Borrowers shall
deliver or cause to be delivered to Agent the original share certificate(s) evidencing the
Step 8 Wesco Canada Pledged Stock along with executed and undated stock powers in form and
substance satisfactory to Agent.




     Step 9 — Contribution by WDC Holding of Equity Interests in US LP to WDINESCO II
BV. Within five (5) Business Days of the contribution by WDC Holding of all of its
equity interests in US LP to WDINESCO II BV: (a) WDINESCO II BV shall enter into a pledge
agreement in form and substance satisfactory to Agent (the “WDINESCO II BV Pledge
Agreement”) whereby WDINESCO II BV shall pledge to Agent, on behalf of itself and
Lenders, all of its interests in such equity interests in US LP (the “Step 9 US LP
Pledged Equity Interests”); and (b) the Borrowers shall deliver or cause to be delivered
to Agent the original share certificate(s) evidencing the Step 9 US LP Pledged Equity
Interests along with executed and undated stock powers in form and substance satisfactory to
Agent.



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     Step 10 — Formation of WDINESCO II CV by Wesco Canada and Wesco Distribution II ULC
(“Wesco ULC II”). Within five (5) Business Days of the formation of a new Dutch CV
(“WDINESCO II CV”) by Wesco Canada and Wesco ULC II: (a) Wesco Canada shall enter
into an amendment to the Second Amended and Restated Wesco Canada Pledge Agreement, dated as
of November 1, 2006, by and among Wesco Canada and Agent (as amended, supplemented or
otherwise modified from time to time, the “Wesco Canada Pledge Agreement”) in form
and substance satisfactory to Agent whereby it shall pledge to Agent, on behalf of itself
and Lenders, all of its equity interests in WDINESCO II CV; (b) the Borrowers shall deliver
or cause to be delivered to Agent the original share certificate(s) evidencing such pledged
equity interests in WDINESCO II CV along with executed and undated stock powers in form and
substance satisfactory to Agent; (c) Wesco ULC II shall enter into a pledge agreement in
form and substance satisfactory to Agent whereby it shall pledge to Agent, on behalf of
itself and Lenders, all of its equity interests in WDINESCO II CV; and (d) the Borrowers
shall deliver or cause to be delivered to Agent the original share certificate(s) evidencing
such pledged equity interests in WDINESCO II CV along with executed and undated stock powers
in form and substance satisfactory to Agent. Each of the Borrowers and the other Credit
Parties hereby covenants and agrees that: (i) WDINESCO II CV shall not conduct any operating
business of any kind or have any assets or liabilities of any kind other than (A) in
connection with cash management and other financial activities reasonably required in order
to consummate the 2010 Restructuring Transactions and matters reasonably related thereto,
and (B) cash management and other financial activities from time to time following the
consummation of the 2010 Restructuring Transactions; and (ii) WDINESCO II CV shall not be a
Credit Party for purposes of any covenants or other terms or provisions set forth in the
Credit Agreement or any other Loan Document.




     Step 11 — Contribution by Wesco Canada of its 99.7% Ownership Interest in WDINESCO
CV to WDINESCO II CV in Exchange for Equity Interests in WDINESCO II CV and an Intercompany
Note. Within five (5) Business Days of the contribution by Wesco Canada of its 99.7%
ownership interest in WDINESCO CV to WDINESCO II CV in exchange for equity interests in
WDINESCO II CV and an intercompany note by WDINESCO II CV in favor of Wesco Canada in a
principal amount not to exceed $2,000,000 (Canadian Dollars) (“Note CV II”): (a)
WDINESCO II CV shall enter into a pledge agreement in form and substance satisfactory to
Agent whereby WDINESCO II CV shall pledge to Agent, on behalf of itself and Lenders, all of
its interests in such common Stock issued by WDINESCO CV (the “Step 11 WDINESCO CV
Pledged Stock”); (b) the Borrowers shall deliver or cause to be delivered to Agent the
original share certificate(s) evidencing the Step 11 WDINESCO CV Pledged Stock along with
executed and undated stock powers in form and substance satisfactory to Agent; (c) Wesco
Canada shall enter into an amendment to the Wesco Canada Pledge Agreement in form and
substance satisfactory to Agent whereby it shall pledge to Agent, on behalf of itself and
Lenders, all of such equity interests in WDINESCO II CV (the “Step 11 WDINESCO II CV
Pledged Equity Interests”) and Note CV II; (d) the Borrowers shall deliver or cause to
be delivered to Agent the original share certificate(s) evidencing the Step 11 WDINESCO II
CV Pledged Equity Interests along with executed and undated
stock powers in form and substance satisfactory to Agent; and (e) the Borrowers shall
deliver or cause to be delivered to Agent the original executed Note CV II along with an
executed endorsement in connection therewith in form and substance satisfactory to Agent.



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     Step 12 — Loan by Wesco Distribution Canada LP (“Wesco Canada LP”) to WDINESCO
CV. Within five (5) Business Days of the loan by Wesco Canada LP in a principal amount
not to exceed $2,000,000 (Canadian Dollars) to WDINESCO CV which loan shall be evidenced by
an intercompany note in form and substance satisfactory to Agent (“Note LP 1”): (a)
Wesco Canada LP shall enter into an amendment to the Second Amended and Restated Wesco
Distribution Canada LP Pledge Agreement, dated as of November 1, 2006, by and among Wesco
Canada LP and Agent (as amended, supplemented or otherwise modified from time to time, the
“Wesco Canada LP Pledge Agreement”) in form and substance satisfactory to Agent
whereby Wesco Canada LP shall pledge to Agent, on behalf of itself and Lenders, all of its
interests in Note LP 1; and (b) the Borrowers shall deliver or cause to be delivered to
Agent the original executed Note LP 1 along with an executed endorsement in connection
therewith in form and substance satisfactory to Agent.




     Steps 13 through 18 as Set Forth in Exhibit A Hereto. Agents and Lenders hereby
consent to the transactions described in steps 13 through 18 as described in the step memo
attached hereto as Exhibit A and such consents are not conditioned on the taking of
any further actions by any Borrower or any other Credit Party or any of their respective
Subsidiaries.




     Step 19 — Conversion of Wesco Mexico’s Corporate Classification from Socieded
Anonima de Capital Variable (“S.A. de C.V.”) to Socieded de Responsibilidad Limitada de
Capital Variable (“S. de R.L. de C.V.”). Within thirty (30) days of the conversion of
Wesco Mexico’s corporate classification from Socieded Anonima de Capital Variable (“S.A. de
C.V.”) to Socieded de Responsibilidad Limitada de Capital Variable (“S. de R.L. de C.V.”):
(a) Wesco Distribution shall enter into an amendment to the Second Amended and Restated
Wesco Distribution Pledge Agreement, dated as of November 1, 2006, by and among Wesco
Distribution and Agent (as amended, supplemented or otherwise modified from time to time,
the “Wesco Distribution Pledge Agreement”) in form and substance satisfactory to
Agent whereby Wesco Distribution shall pledge to Agent, on behalf of itself and Lenders, (i)
100% of its partnership interests in and present and future personal claims against Wesco
Mexico (the “Step 19 Pledged Wesco Mexico Partnership Interests”) and (ii) any
intercompany notes evidencing any intercompany indebtedness owed by Wesco Mexico to Wesco
Distribution (the “Wesco Mexico Intercompany Notes”); and (b) the Borrowers shall
deliver or cause to be delivered to Agent (i) the original Wesco Mexico Intercompany Notes,
together with executed endorsements in connection therewith, in form and substance
satisfactory to Agent, and (ii) any and all related documents, agreements or other
materials, including, without limitation, legal opinions, reasonably requested by Agent and
in form and substance satisfactory to Agent in order to provide Agent with a fully perfected
Lien on the Step 19
Pledged Wesco Mexico Partnership Interests and the Wesco Mexico Intercompany Notes.



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     Step 20 as Set Forth in Exhibit A Hereto. Agents and Lenders hereby consent to
the transactions described in step 20 as described in the step memo attached hereto as
Exhibit A and such consents are not conditioned on the taking of any further actions
by any Borrower or any other Credit Party or any of their respective Subsidiaries.




     Step 21 — Loan by Wesco Canada LP to WDINESCO CV. Within five (5) Business
Days of the loan by Wesco Canada LP in a principal amount not to exceed $50,000,000 or the
Canadian Dollar equivalent thereof (the “Step 21 Cash Amount”) to WDINESCO CV which
loan shall be evidenced by an intercompany note in form and substance satisfactory to Agent
(“Note LP 2”): (a) Wesco Canada LP shall enter into an amendment to the Wesco Canada
LP Pledge Agreement in form and substance satisfactory to Agent whereby Wesco Canada LP
shall pledge to Agent, on behalf of itself and Lenders, all of its interests in Note LP 2;
and (b) the Borrowers shall deliver or cause to be delivered to Agent the original executed
Note LP 2 along with an executed endorsement in connection therewith in form and substance
satisfactory to Agent.




     Step 22 — Contribution by WDINESCO CV of cash in an Amount Equal to the Step 21
Cash Amount to WDINESCO cooperatief U.A., a cooperative incorporated under the laws of the
Netherlands (“Dutch Coop”) in Exchange for Additional Equity Interests in Dutch Coop.
Within five (5) Business Days of the contribution by WDINESCO CV of cash in an amount equal
to the Step 21 Cash Amount to Dutch Coop in exchange for additional equity interests in
Dutch Coop: (a) WDINESCO CV shall enter into an amendment to the WDINESCO CV Pledge
Agreement, dated as of March 4, 2008, by and among WDINESCO CV and Canadian Agent which
amendment shall be in form and substance satisfactory to Agent and whereby WDINESCO CV shall
pledge to Agent, on behalf of itself and Lenders, all of such additional equity interests in
Dutch Coop (the “Step 22 Pledged Dutch Coop Equity Interests”); and (b) the
Borrowers shall deliver or cause to be delivered to Agent the original share certificate(s)
evidencing the Step 22 Pledged Dutch Coop Equity Interests along with executed and undated
stock powers in form and substance satisfactory to Agent.




     Step 23 — Contribution by Dutch Coop of cash in an Amount Equal to the Step 21
Cash Amount to WDINESCO BV in Exchange for Additional Equity Interests in WDINESCO BV.
Within five (5) Business Days of the contribution by Dutch Coop of cash in an amount equal
to the Step 21 Cash Amount to WDINESCO BV in exchange for additional equity interests in
WDINESCO BV: (a) Dutch Coop shall enter into a pledge agreement in form and substance
satisfactory to Agent (the “Dutch Coop Pledge Agreement”) whereby Dutch Coop shall
pledge to Agent, on behalf of itself and Lenders, all of such additional equity interests in
WDINESCO BV (the “Step 23 Pledged WDINESCO BV Equity Interests”); and (b) the
Borrowers shall deliver or cause to be delivered to Agent the original share certificate(s)
evidencing the Step 23 Pledged WDINESCO BV Equity Interests along with executed and undated
stock powers in form and substance satisfactory to Agent.



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     Step 24 — Purchase by WDINESCO BV from Wesco Distribution of a 99% Ownership
Interest in Wesco Mexico in Exchange for Not More Than $44,550,000. Within thirty (30)
days of the purchase by WDINESCO BV from Wesco Distribution of a 99% ownership interest in
Wesco Mexico in exchange for not more than $44,550,000: (a) WDINESCO BV shall enter into a
pledge agreement in form and substance satisfactory to Agent (the “WDINESCO BV Pledge
Agreement”) whereby WDINESCO BV shall pledge to Agent, on behalf of itself and Lenders,
all of such 99% ownership interest in Wesco Mexico (the “Step 24 Pledged Wesco Mexico
Ownership Interests”); and (b) the Borrowers shall deliver or cause to be delivered to
Agent any and all related documents, agreements or other materials, including, without
limitation, legal opinions, reasonably requested by Agent and in form and substance
satisfactory to Agent in order to provide Agent with a fully perfected Lien on the Step 24
Pledged Wesco Mexico Ownership Interests.




     Step 25 — Purchase by Dutch Coop from CDW Holdco LLC of a 1% Ownership Interest
in Wesco Mexico in Exchange for Not More Than $450,000. Within thirty (30) days of the
purchase by Dutch Coop from CDW Holdco LLC of a 1% ownership interest in Wesco Mexico in
exchange for not more than $450,000: (a) Dutch Coop shall enter into an amendment to the
Dutch Coop Pledge Agreement in form and substance satisfactory to Agent whereby Dutch Coop
shall pledge to Agent, on behalf of itself and Lenders, all of such 1% ownership interest in
Wesco Mexico (the “Step 25 Pledged Wesco Mexico Ownership Interests”); and (b) the
Borrowers shall deliver or cause to be delivered to Agent any and all related documents,
agreements or other materials, including, without limitation, legal opinions, reasonably
requested by Agent and in form and substance satisfactory to Agent in order to provide Agent
with a fully perfected Lien on the Step 25 Pledged Wesco Mexico Ownership Interests.




     Step 27 — Conversion of WEAS Company, S.A. de C.V.’s (“WEAS Mexico’s”) Corporate
Classification from Socieded Anonima de Capital Variable (“S.A. de C.V.”) to Socieded de
Responsibilidad Limitada de Capital Variable (“S. de R.L. de C.V.”). Within thirty (30)
days of the conversion of WEAS Mexico’s corporate classification from Socieded Anonima de
Capital Variable (“S.A. de C.V.”) to Socieded de Responsibilidad Limitada de Capital
Variable (“S. de R.L. de C.V.”): (a) Wesco Distribution shall enter into an amendment to the
Wesco Distribution Pledge Agreement in form and substance satisfactory to Agent whereby it
shall pledge to Agent, on behalf of itself and Lenders, (i) 100% of its partnership
interests in and present and future personal claims against WEAS Mexico (the “Step 26
Pledged WEAS Mexico Partnership Interests”) and (ii) any intercompany notes evidencing
any intercompany indebtedness owed by WEAS Mexico to Wesco Distribution (the “WEAS
Mexico Intercompany Notes”); and (b) the Borrowers shall deliver or cause to be
delivered to Agent (i) the original WEAS Mexico Intercompany Notes, together with executed
endorsements in connection therewith, in form and substance satisfactory to Agent, and (ii)
any and all related documents, agreements or other materials, including, without limitation,
legal opinions, reasonably requested by Agent and in form and substance satisfactory to
Agent in order to provide
Agent with a fully perfected Lien on the Step 26 Pledged WEAS Mexico Partnership
Interests and the WEAS Mexico Intercompany Notes.



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     Step 28 — Purchase by WDINESCO BV from CDW Holdco LLC of a 99% Ownership Interest
in WEAS Mexico in Exchange for Not More Than $4,950,000. Within thirty (30) days of the
purchase by WDINESCO BV from CDW Holdco LLC of a 99% ownership interest in WEAS Mexico in
exchange for not more than $4,950,000: (a) WDINESCO BV shall enter into an amendment to the
WDINESCO BV Pledge Agreement in form and substance satisfactory to Agent whereby WDINESCO BV
shall pledge to Agent, on behalf of itself and Lenders, all of such 99% ownership interest
in WEAS Mexico (the “Step 28 Pledged WEAS Mexico Ownership Interests”); and (b) the
Borrowers shall deliver or cause to be delivered to Agent any and all related documents,
agreements or other materials, including, without limitation, legal opinions, reasonably
requested by Agent and in form and substance satisfactory to Agent in order to provide Agent
with a fully perfected Lien on the Step 28 Pledged WEAS Mexico Ownership Interests.




     Step 29 — Purchase by Dutch Coop from Wesco Finance Corp. (“Wesco Finance”) of a
1% Ownership Interest in WEAS Mexico in Exchange for Not More Than $50,000. Within
thirty (30) days of the purchase by Dutch Coop from Wesco Finance of a 1% ownership interest
in WEAS Mexico in exchange for not more than $50,000: (a) Dutch Coop shall enter into an
amendment to the Dutch Coop Pledge Agreement in form and substance satisfactory to Agent
whereby Dutch Coop shall pledge to Agent, on behalf of itself and Lenders, all of such 1%
ownership interest in WEAS Mexico (the “Step 29 Pledged WEAS Mexico Ownership
Interests”); and (b) the Borrowers shall deliver or cause to be delivered to Agent any
and all related documents, agreements or other materials, including, without limitation,
legal opinions, reasonably requested by Agent and in form and substance satisfactory to
Agent in order to provide Agent with a fully perfected Lien on the Step 29 Pledged WEAS
Mexico Ownership Interests.



          2.2. Notwithstanding any terms or provisions of the Credit Agreement or any other Loan
Document to the contrary, Agents and Lenders hereby consent to the merger of Herning with and into
Wesco Distribution; provided, that Wesco Distribution shall be the surviving entity of such
merger.




     3. Amendments.



          3.1. Clause (b)(iii) of Section 1.1 (Credit Facilities) of the Credit Agreement is
hereby amended by deleting such existing clause (b)(iii) in its entirety and replacing it with the
following language:





“(iii) If no Lender is a Non-Funding Lender, the Swing Line Lender (either
the US or Canadian Swing Line Lender, as applicable), at any time and from
time to time in its sole and absolute discretion, may, on behalf of any
applicable Borrower (and each such Borrower hereby irrevocably



10









 







authorizes the applicable Swing Line Lender to so act on its behalf),
request each Lender (including the applicable Swing Line Lender) to make a
Revolving Credit Advance to the applicable Borrower (which shall be an Index
Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the
principal amount of the applicable Swing Line Loan (the “Refunded Swing
Line Loan”) outstanding on the date such notice is given,
provided that all Revolving Credit Advances to US Borrowers shall be
made by US Lenders and all Revolving Credit Advances to Canadian Borrowers
shall be made by Canadian Lenders. Unless any of the events described in
Sections 8.1(h) or 8.1(i) has occurred (in which event the
procedures of Section 1.1(b)(iv) shall apply) and regardless of
whether the conditions precedent set forth in this Agreement to the making
of a Revolving Credit Advance are then satisfied, each Lender shall disburse
directly to Agent or Canadian Agent, as applicable, its Pro Rata Share of a
Revolving Credit Advance on behalf of the Swing Line Lender, prior to 3:00
p.m. (New York time), in immediately available funds on the Business Day
next succeeding the date that notice is given. The proceeds of those
Revolving Credit Advances shall be immediately paid to the applicable Swing
Line Lender and applied to repay the Refunded Swing Line Loan of the
applicable Borrower. If any Lender is a Non-Funding Lender, that
Non-Funding Lender’s reimbursement obligations with respect to the
applicable Swing Line Advances shall be allocated to and assumed by the
other Lenders pro rata in accordance with their Pro Rata Share (calculated
as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each
other Lender’s Pro Rata Share had been increased proportionately). If any
Lender is a Non-Funding Lender, upon receipt of the request described above,
each Lender that is not a Non-Funding Lender will be obligated to disburse
to the Applicable Agent its Pro Rata Share (calculated as if the Non-Funding
Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata
Share had been increased proportionately) of the Refunded Swing Line Loan;
provided that no Lender shall be required to fund any amount which would
result in the sum of its outstanding Revolving Loans, outstanding Letter of
Credit Obligations (increased as described in subparagraph (a) of Annex
B), the amount of its participation in Swing Line Loans and its pro rata
share of unparticipated amounts in Swing Line Loans (increased as described
above) to exceed its Revolving Loan Commitment.”



          3.2. Clause (c) (Application of Certain Mandatory Prepayments) of Section 1.3
(Prepayments) of the Credit Agreement is hereby amended by deleting such existing clause
(c) in its entirety and replacing it with the following language:





11









 









“(c) Application of Certain Mandatory Prepayments. Any prepayments
made by any Borrower pursuant to Sections 1.3(b)(ii) or (b)(iii)
above shall be applied as follows: first, to Fees and reimbursable
expenses of the Agents then due and payable pursuant to any of the Loan
Documents;
second, to interest then due and payable on the Swing Line Loan;
third, to the principal balance of the Swing Line Loan until the
same has been repaid in full; fourth, to interest then due and
payable on the Revolving Credit Advances; fifth, to the outstanding
principal balance of Revolving Credit Advances until the same has been paid
in full; sixth, other than net proceeds from the issuance of common
Stock and the issuance of Indebtedness in a transaction permitted under
Section 6.3(a)(xxiv), to any Letter of Credit Obligations, to
provide cash collateral therefor in the manner set forth in Annex B,
until all such Letter of Credit Obligations have been fully cash
collateralized in the manner set forth in Annex B; seventh,
unless such application would have an adverse tax consequence for the
Borrowers under IRC Section 956, to Obligations (other than with respect to
Bank Products) of the same type and in the same order as set forth in the
preceding clauses “first” through “sixth” of the US Borrowers or Canadian
Borrowers as applicable whose Obligations were not covered by such preceding
clauses; and eighth, to pay amounts owing with respect to Bank
Products. Neither the Revolving Loan Commitment nor the Swing Line
Commitment shall be permanently reduced by the amount of any such
prepayments.”



          3.3. Clause (a)(x) of Section 1.5 (Interest and Applicable Margins) of the Credit
Agreement is hereby amended by deleting the existing pricing grids set forth in such clause (a)(x)
and replacing them with the following new pricing grids:




“


	 	 	 
	 	 	Level of
	If Excess Borrowing Availability is:	 	Applicable Margins:
	<100,000,000
	 	Level I
	<150,000,000, but 3 100,000,000
	 	Level II
	£225,000,000, but 3 150,000,000
	 	Level III
	>225,000,000
	 	Level IV






12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margins
	 	 	Level I	 	Level II	 	Level III	 	Level IV
	Applicable Revolver Index Margin
	 	 	1.625	%	 	 	1.500	%	 	 	1.250	%	 	 	1.000	%
	Applicable Revolver LIBOR Margin
	 	 	2.875	%	 	 	2.750	%	 	 	2.500	%	 	 	2.250	%
	Applicable Revolver BA Margin
	 	 	2.875	%	 	 	2.750	%	 	 	2.500	%	 	 	2.250	%
	Applicable L/C Margin
	 	 	2.875	%	 	 	2.750	%	 	 	2.500	%	 	 	2.250	%
	Applicable Unused Line Fee Margin
	 	 	0.250	%	 	 	0.250	%	 	 	0.375	%	 	 	0.375	%






”




          3.4. Clause (a) of Section 1.11 (Application and Allocation of Payments) of the Credit
Agreement is hereby amended by deleting the third sentence of such existing clause (a) in its
entirety and replacing it with the following language:





“As to any other payment, and as to all payments made when a Default or
Event or Default has occurred and is continuing or following the Commitment
Termination Date, Borrowers hereby irrevocably waive the right to direct the
application of any and all payments received from or on behalf of Borrowers,
and Borrowers hereby irrevocably agree that Agent shall have the continuing
exclusive right to apply any and all such payments in respect of the
Obligations then due and payable in the following order: (1) to Fees and
Agents’ expenses reimbursable hereunder; (2) to interest on the Swing Line
Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on
the Revolving Loan; (5) to principal payments on the Revolving Loan; (6) to
provide cash collateral for Letter of Credit Obligations in the manner
described in Annex B; (7) to all other Obligations (other than with
respect to Bank Products) including expenses of Lenders to the extent
reimbursable under Section 11.3; and (8) to amounts owing with
respect to Bank Products; provided, however, that in no
event shall any such payments applicable to a Canadian Borrower or other
Canadian Credit Party be applied to any US Obligations.”



          3.5. Clause (a) of Section 1.13 (Indemnity) of the Credit Agreement is hereby amended
by inserting the following language immediately after the word “Lenders” appearing in the second
line of such clause (a):





“, Secured Hedging Counterparties”.



13









 





          3.6. Clause (d) of Section 1.16 (Credit Facilities) of the Credit Agreement is hereby
amended by inserting the following new language immediately following the second sentence of such
clause (d):





“(iii) Notwithstanding the foregoing, with respect to a Lender that is a
Non-Funding Lender or an Impacted Lender, the Borrowers or Agent may obtain
a Replacement Lender and execute an Assignment Agreement on behalf of such
Non-Funding Lender or Impacted Lender at any time and without prior notice
to such Non-Funding Lender or Impacted Lender and cause its Loans and
Commitments to be sold and assigned at par.”



          3.7. Clause (d) of Section 6.2 (Investments) of the Credit Agreement is hereby amended
by deleting the figure “$5,000,000” from such clause (d) of such Section 6.2 and replacing it with
“$10,000,000”.




          3.8. Clause (a)(xi) of Section 6.3 (Indebtedness) of the Credit Agreement is hereby
amended by deleting the figure “$20,000,000” from such clause (a)(xi) of such Section 6.3 and
replacing it with “$75,000,000”.




          3.9. Clause (a)(xiv) of Section 6.3 (Indebtedness) of the Credit Agreement is hereby
amended by deleting such existing clause (a)(xiv) in its entirety and replacing it with the
following language:





“(xiv) Indebtedness arising from Hedging Agreements entered into with a
Lender in the ordinary course of business and not for speculative purposes
in the aggregate outstanding amount for all such Indebtedness in existence
at any time during the term of this Agreement not to exceed $45,000,000 (for
the avoidance of doubt, the aggregate outstanding amount of Indebtedness in
respect of non-speculative Hedging Agreements shall be deemed to be the
amount of credit exposure under such non-speculative Hedging Agreements and
not the notional amount being hedged under such non-speculative Hedging
Agreements);”



          3.10. Clause (a)(xix) of Section 6.3 (Indebtedness) of the Credit Agreement is hereby
amended by deleting such existing clause (a)(xix) in its entirety and replacing it with the
following language:





“(xix) secured or unsecured Indebtedness provided by third-party financial
institutions and incurred by WESCO Mexico or any other directly or
indirectly wholly-owned Subsidiary of Wesco Distribution which is not a
Borrower or a Credit Party in an aggregate amount outstanding at any time
that, when added to the then outstanding amount of Indebtedness permitted
pursuant to Section 6.3 (xiii), shall not exceed $10,000,000 (or



14









 







the Dollar Equivalent Amount thereof) (such that any Indebtedness provided
by third-party financial institutions to WESCO Mexico and/or any such other
specified Subsidiary in an aggregate amount in excess of $7,000,000 (or the
Dollar Equivalent Amount thereof) shall reduce the amount of Indebtedness
permitted under Section 6.3(xiii) in the amount of any such excess);
provided, that: (A) such Indebtedness may only be secured by
all or any portion of the assets (but not the Stock) of WESCO Mexico or such
other specified non-Borrower, non-Credit Party Subsidiary; (B) there shall
be no recourse for such Indebtedness to any other entity other than WESCO
Mexico or the applicable other specified non-Borrower, non-Credit Party
Subsidiary which is not a Borrower, as the case may be, including but not
limited to Borrowers or any Credit Party; (C) the terms and conditions of
any such Indebtedness shall be satisfactory to Agent; (D) Borrowers shall
have delivered to Agent, at least 5 Business Days prior to the incurrence of
any such Indebtedness, a duly executed Pledge Agreement in form and
substance satisfactory to Agent pledging 100% of the Stock of WESCO Mexico
or such other specified non-Borrower, non-Credit Party Subsidiary to the
Applicable Agent, accompanied by share certificates representing all of the
outstanding Stock being pledged pursuant to such Pledge Agreement and stock
or share transfer powers for such share certificates executed in blank; and
(E) Borrowers shall have delivered to the Applicable Agent within 90 days
following the incurrence of any such Indebtedness an opinion of counsel,
which counsel shall be satisfactory to Agent, opining on, among other
things, the validity of such Pledge Agreement and the other documentation
effecting such pledge, which opinion shall be in form and substance
satisfactory to the Applicable Agent;”.



          3.11. Section 6.3 (Indebtedness) of the Credit Agreement is hereby amended by deleting
the word “and” immediately preceding clause (a)(xxxii) of such Section 6.3, replacing the period
immediately following clause (a)(xxxii) of such Section 6.3 with a semi-colon, and inserting the
following new language immediately after clause (a)(xxxii) of such Section:





“and (xxxiii) Indebtedness consisting of intercompany loans and advances
made by Canadian Borrower to any US Borrower; provided, that: (A)
each US Borrower receiving any such intercompany loan or advance shall have
executed and delivered to Canadian Borrower a note in form and substance
satisfactory to Agent in order to evidence any and all such intercompany
Indebtedness owing at any time, each of which Intercompany Notes shall be
pledged and delivered to Agent as additional collateral security for the
Canadian Obligations; and (B) at the time any such intercompany loan or
advance is made and after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing.”



15









 





          3.12. Clause (a)(i) of Section 9.1 (Assignments and Participations) of the Credit
Agreement is hereby amended by inserting the following new language at the end of such clause
(a)(i):





“provided, further, that assignments by Non-Funding Lenders
shall be subject to Agent’s prior written consent in all instances in the
sole discretion of Agent;”



          3.13. Section 9.8 (Setoff and Sharing of Payments) of the Credit Agreement is hereby
amended by inserting the following new language immediately following the second sentence of such
Section 9.8:





“If a Non-Funding Lender or Impacted Lender receives any such payment as
described in the previous sentence, such Lender shall turn over such
payments to the Applicable Agent in an amount that would satisfy the cash
collateral requirements set forth in subsection 9.9(a)(ii).”



          3.14. Clause (a)(ii) of Section 9.9 (Advances; Payments; Non-Funding Lenders; Information;
Actions in Concert) of the Credit Agreement is hereby amended by deleting such existing clause
(a)(ii) in its entirety and replacing it with the following:





“On the 2nd Business Day of each calendar two-week period or more frequently
at the Applicable Agent’s election (each, a “Settlement Date”), such
Agent shall advise each Lender by telephone, or telecopy of the amount of
such Lender’s Pro Rata Share of principal, interest and Fees paid for the
benefit of Lenders with respect to each applicable Loan. Provided that each
Lender has funded all payments and Advances required to be made by it and
purchased all participations required to be purchased by it under this
Agreement and the other Loan Documents as of such Settlement Date, each
Applicable Agent shall pay to each Lender such Lender’s Pro Rata Share of
principal, interest and Fees paid by Borrowers since the previous Settlement
Date for the benefit of such Lender on the Loans held by it. To the extent
that any Lender (a “Non-Funding Lender”) has failed to fund all such
payments and Advances or failed to fund the purchase of all such
participations, each Applicable Agent shall be entitled to set off the
funding short-fall against that Non-Funding Lender’s Pro Rata Share of all
payments received from Borrowers and hold, in a non-interest bearing
account, all payments received by the Applicable Agent for the benefit of
any Non-Funding Lender pursuant to this Agreement as cash collateral for any
unfunded reimbursement obligations of such Non-Funding Lender until the
Obligations are paid in full in cash, all Letter of Credit Obligations have
been discharged or cash collateralized and all Commitments have been
terminated, and upon such unfunded obligations owing by a Non-Funding Lender
becoming due and payable, the Applicable Agent shall be authorized to use
such cash collateral to



16









 







make such payment on behalf of such Non-Funding Lender. Any amounts owing by a
Non-Funding Lender to an Agent which are not paid when due shall accrue
interest at the interest rate applicable during such period to Revolving
Loans that are Index Rate Loans. Such payments shall be made by wire
transfer to such Lender’s account (as specified by such Lender in Annex
H or the applicable Assignment Agreement) not later than 2:00 p.m. (New
York time) on the next Business Day following each Settlement Date.”



          3.15. Clause (d) of Section 9.9 (Advances; Payments; Non-Funding Lenders; Information;
Actions in Concert) of the Credit Agreement is hereby amended by deleting such existing clause
(d) in its entirety and replacing it with the following:





“(d) Non-Funding Lenders. The failure of any Non-Funding Lender to
make any Revolving Credit Advance, pay any Letter of Credit Obligation or
any other payment required by it hereunder, or to purchase any participation
in any Swing Line Loan to be made or purchased by it on the date specified
therefor shall not relieve any other Lender (each such other Lender, an
“Other Lender”) of its obligations to make such Advance or purchase
such participation on such date, but neither Agent nor, other than as
expressly set forth herein, any Other Lender shall be responsible for the
failure of any Non-Funding Lender to make an Advance, purchase a
participation or make any other payment required hereunder. Notwithstanding
anything set forth herein to the contrary, a Non-Funding Lender shall not
have any voting or consent rights under or with respect to any Loan Document
or constitute a “Lender” (or be, or have its Loans and Commitments, included
in the determination of “Requisite Lenders” or “Supermajority Lenders” or
“Lenders directly affected” pursuant to Section 11.2) for any voting
or consent rights under or with respect to any Loan Document. Moreover, for
the purposes of determining Requisite Lenders, the Loans and Commitments
held by Non-Funding Lenders shall be excluded from the total Loans and
Commitments outstanding. At Borrower Representative’s request, Agent or a
Person acceptable to Agent shall have the right with Agent’s consent and in
Agent’s sole discretion (but shall have no obligation) to purchase from any
Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at
Agent’s request, sell and assign to Agent or such Person, all of the
Commitments of that Non-Funding Lender for an amount equal to the principal
balance of all Loans held by such Non-Funding Lender and all accrued
interest and fees with respect thereto through the date of sale, such
purchase and sale to be consummated pursuant to an executed Assignment
Agreement.”



          3.16. Clause (a) of Section 11.2 (Amendments, Waivers, Etc.) of the Credit Agreement
is hereby amended by inserting the following language immediately after the words “Loan Document”
appearing in the third line of such clause (a):





“(other than Secured Hedging Agreements)”.



17









 





          3.17. Section 11.2 (Amendments, Waivers, Etc.) of the Credit Agreement is hereby
amended by inserting the following new clause (f) immediately after the existing clause (e) of such
Section:





“(f) No amendment, modification or waiver of this Agreement or any Loan
Document altering the ratable treatment of Obligations arising under Secured
Hedging Agreements resulting in such Obligations being junior in right of
payment to principal of the Loans or resulting in Obligations owing to any
Secured Hedging Counterparty being unsecured (other than releases of Liens
in accordance with the terms hereof), in each case in a manner adverse to
any Secured Hedging Counterparty, shall be effective without the written
consent of such Secured Hedging Counterparty or, in the case of a Secured
Hedging Agreement provided or arranged by the Agent or an Affiliate thereof,
the Agent”.



          3.18. Clause (b) of Section 11.8 (Confidentiality) of the Credit Agreement is hereby
amended by deleting such existing clause (b) in its entirety and replacing it with the following:





“(b) to any bona fide assignee or participant or potential assignee or
participant or direct or contractual counterparties to any Hedging Agreement
permitted hereunder if such Person has agreed to comply with the covenant
contained in this Section 11.8 (and any such bona fide assignee or
participant or potential assignee or participant or direct or contractual
counterparty may disclose such information to Persons employed or engaged by
them as described in clause (a) above);”.



          3.19. The definition of the term “Loan Documents” set forth in Annex A (Definitions)
to the Credit Agreement is hereby amended by inserting the following language immediately after the
words “the Intercreditor Agreement,” contained therein:




          “the Secured Hedging Agreements,”.




          3.20. The definition of the term “Obligations” set forth in Annex A (Definitions) to
the Credit Agreement is hereby amended by deleting the words “arising under the Agreement, any of
the other Loan Documents or any Hedging Agreement provided by a Lender or any wholly-owned
Affiliate of a Lender” from such definition and replacing them with the words “arising under the
Agreement or any of the other Loan Documents or in connection with any Bank Product”.







18









 








          3.21. The definition of “Reserves” set forth in Annex A (Definitions) to the Credit
Agreement is hereby amended by inserting the following new language at the end of such definition:





“In addition, and also without limiting the generality of the foregoing,
“Reserves” shall include such reserves as may be established from time to
time by the Applicable Agent in respect of surety bonds.”



          3.22. The definition of the term “Secured Obligations” set forth in Annex A
(Definitions) to the Credit Agreement is hereby amended by deleting the words “and
obligations of Borrowers to any Lender under Hedging Agreements expressly permitted under the terms
of the Agreement, including, without limitation, Section 6.3(a)(xiv)” from such definition and
replacing them with the words “, including, without limitation, any Obligations in respect of Bank
Products”.




          3.23. Annex A (Definitions) to the Credit Agreement is hereby amended by deleting the
existing definition of “Wesco Mexico” set forth therein and replacing it with the following new
definition:





““Wesco Mexico” means: (i) prior to the conversion of Wesco
Distribution de Mexico, S.A. de C.V. to a partnership under the laws of
Mexico under the name “WESCO Distribution de Mexico, Srl” pursuant to the
Fourth Amendment, Wesco Distribution de Mexico, S.A. de C.V., a corporation
formed under the laws of Mexico; and (ii) following the conversion of Wesco
Distribution de Mexico, S.A. de C.V. to a partnership under the laws of
Mexico under the name “WESCO Distribution de Mexico, Srl” pursuant to the
Fourth Amendment, WESCO Distribution de Mexico, Srl, a partnership formed
under the laws of Mexico.”



          3.24. Annex A (Definitions) to the Credit Agreement is hereby amended by inserting the
following new definitions into such Annex A in appropriate alphabetical order:





““ACH Transaction” means any cash management or related services
including the automatic clearing house transfer of funds by the Agent for
the account of any Credit Party pursuant to agreement or overdrafts.”




““Bank Products” means any one or more of the following types of
services or facilities extended to any Credit Party by the Agent or any of
its Affiliates, or any other Lender (or any of its Affiliates) reasonably
acceptable to the Agent (it being agreed by the Agent that each of the
Lenders party to this Agreement (and their respective Affiliates) on the
closing date of the Fourth Amendment is reasonably acceptable to the Agent):
(i) credit cards; (ii) ACH Transactions; (iii) cash management,



19









 







including controlled disbursement services; (iv) Secured Hedging Agreements;
and (v) leasing of personal property.”




““Fourth Amendment” means that certain Limited Consent and Amendment
No. 4 to Third Amended and Restated Credit Agreement, dated as of February
19, 2010, by and among the Borrowers, the other Credit Parties, the Agents
and the Lenders.”




““Impacted Lender” means any Lender that fails promptly to provide
Agent, upon Agent’s request, satisfactory assurance that such Lender will
not become a Non-Funding Lender.”




““Requirements of Law” means, with respect to any Person,
collectively, the common law and all federal, state, local, foreign,
multinational or international laws, statutes, codes, treaties, standards,
rules and regulations, guidelines, ordinances, orders, judgments, writs,
injunctions, decrees (including administrative or judicial precedents or
authorities) and the interpretation or administration thereof by, and other
determinations, directives, requirements or requests of, any Governmental
Authority, in each case whether or not having the force of law and that are
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.”




““Secured Hedging Agreement” means any Hedging Agreement that (a)
has been entered into with a Secured Hedging Counterparty, (b) in the case
of a Hedging Agreement not entered into with or provided or arranged by the
Agent or an Affiliate of the Agent, is expressly identified as being a
“Secured Hedging Agreement” hereunder in a joint notice from such Credit
Party and such Person delivered to the Agent reasonably promptly after the
execution of such Hedging Agreement and (c) meets the requirements of
Section 6.3(a)(xiv), including, without limitation, that such
Hedging Agreement is entered into with a Lender.”




““Secured Hedging Counterparty” means (a) a Person who has entered
into a Hedging Agreement with a Credit Party if such Hedging Agreement was
provided or arranged by the Agent or an Affiliate of the Agent, and any
assignee of such Person or (b) a Lender or an Affiliate of a Lender who has
entered into a Hedging Agreement with a Credit Party (or a Person who was a
Lender or an Affiliate of a Lender at the time of execution and delivery of
the Hedging Agreement).”



20









 





          3.25. Annex B (Letters of Credit) to the Credit Agreement is hereby amended by
inserting the following sentence immediately after the first sentence of clause (a) of such Annex
B:





“Furthermore, each of GE Capital and GE Capital Canada, each in its
capacity as an L/C Issuer, may elect only to issue Letters of Credit in its
own name and may only issue Letters of Credit to the extent permitted by
Requirements of Law, and such Letters of Credit may not be accepted by
certain beneficiaries such as insurance companies.”



          3.26. Annex B (Letters of Credit) to the Credit Agreement is hereby amended by
deleting the figure “$10,000,000” from clause (a) of such Annex B and replacing it with
“$20,000,000”.




          3.27. Annex B (Letters of Credit) to the Credit Agreement is hereby amended by
inserting the following new language at the end of the existing clause (a) of such Annex B:





“If (i) any Lender is a Non-Funding Lender or the Applicable Agent
determines that any of the Lenders is an Impacted Lender and (ii) the
reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of
Credit Obligations to the other Lenders would reasonably be expected to
cause the Letter of Credit Obligations and Revolving Loans of any Lender to
exceed its Revolving Loan Commitment, taking into account the amount of
outstanding Revolving Loans and expected advances of Revolving Loans as
determined by the Applicable Agent, then no Letters of Credit may be issued
or renewed unless the Non-Funding Lender or Impacted Lender has been
replaced, the Letter of Credit Obligations of that Non-Funding Lender or
Impacted Lender have been cash collateralized, or the Revolving Loan
Commitments of the other Lenders have been increased by an amount sufficient
to satisfy the Applicable Agent that all future Letter of Credit Obligations
will be covered by all Lenders who are not Non-Funding Lenders or Impacted
Lenders.”



          3.28. Clause (b)(i) of Annex B (Letters of Credit) to the Credit Agreement is hereby
amended by deleting such existing clause (b)(i) and replacing it with the following:





“(b) (i) Advances Automatic; Participations. In the event that
Agent or a US Lender shall make any payment on or pursuant to any US Letter
of Credit Obligation, such payment shall then be deemed automatically to
constitute a US Revolving Credit Advance to the US Borrower, for whose
account such US Letter of Credit Obligation was incurred, under Section
1.1(a) of the Agreement regardless of whether a Default or Event of
Default has occurred and is continuing and notwithstanding US Borrowers’
failure to satisfy the conditions precedent set forth in Section 2,
and, if no Lender is a Non-Funding Lender (or if the only Non-Funding Lender
is the L/C Issuer that issued such Letter of Credit), each US Lender shall
be obligated to pay its US Pro Rata Share thereof in accordance with the
Agreement. If any Lender (other than the Lender that is also the L/C Issuer
that issued such Letter of Credit) is a Non-Funding Lender, that



21









 







Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to
and assumed by the other Lenders pro rata in accordance with their Pro Rata
Shares of the Revolving Loan Commitment (calculated as if the Non-Funding
Lender’s Pro Rata Share was reduced to zero and each other Lender’s Pro Rata
Share had been increased proportionately). If any Lender (other than the
Lender that is also the L/C Issuer that issued such Letter of Credit) is a
Non-Funding Lender, upon payment by the Applicable Agent or any Lender on or
pursuant to any Letter of Credit, each Lender that is not a Non-Funding
Lender shall pay to the Applicable Agent for the account of such L/C Issuer
its pro rata share (increased as described above) of the Letter of Credit
Obligations that from time to time remain outstanding; provided that no
Lender shall be required to fund any amount which would result in the sum of
its outstanding Revolving Loans, outstanding Letter of Credit Obligations,
the amounts of its participation in Swing Line Loans and its pro rata share
of unparticipated amounts in Swing Line Loans (each as increased as
described in subsection 1.1(b)(iii)) to exceed its Revolving Loan
Commitment. In the event that Canadian Agent or a Canadian Lender shall
make any payment on or pursuant to any Canadian Letter of Credit Obligation,
such payment shall then be deemed automatically to constitute a Canadian
Revolving Credit Advance to the Canadian Borrower for whose account such
Canadian Letter of Credit Obligation was incurred, regardless of whether a
Default or an Event of Default has occurred and is continuing and
notwithstanding Canadian Borrowers’ failure to satisfy the conditions
precedent set forth in Section 2, and each Canadian Lender shall be
obligated to pay its Canadian Pro Rata Share thereof in accordance with the
Agreement. The failure of any Lender to make available to the Applicable
Agent its applicable Pro Rata Share of any such Revolving Credit Advance or
payment by the Applicable Agent under or in respect of a Letter of Credit
shall not relieve any other applicable Lender of its obligation hereunder to
make available to the Applicable Agent its applicable Pro Rata Share
thereof.”



          3.29. Clause (b)(ii) of Annex B (Letters of Credit) to the Credit Agreement is hereby
amended by deleting such existing clause (b)(ii) and replacing it with the following:





“(ii) If it shall be illegal or unlawful for US Borrowers to incur US
Revolving Credit Advances or for Canadian Borrowers to incur Canadian
Revolving Credit Advances as contemplated by paragraph (b)(i) above because
of an Event of Default described in Section 8.1(h) or (i) or
otherwise or if it shall be illegal or unlawful for any Lender to be deemed
to have assumed a ratable share of the reimbursement obligations owed to an
L/C Issuer, or if the L/C Issuer is a Lender, then (1) if no Lender is a
Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that
issued such Letter of Credit), (A) immediately and without further action
whatsoever, each applicable Lender shall be deemed to have



22









 







irrevocably and unconditionally purchased from Applicable Agent (or such L/C
Issuer, as the case may be) an undivided interest and participation equal to
such applicable Lender’s applicable Pro Rata Share (based on the applicable
Commitment(s)) of the applicable Letter of Credit Obligations in respect of
all applicable Letters of Credit then outstanding and (B) thereafter,
immediately upon issuance of any Letter of Credit, each applicable Lender
shall be deemed to have irrevocably and unconditionally purchased from
Applicable Agent (or such L/C Issuer, as the case may be) an undivided
interest and participation in such applicable Lender’s Pro Rata Share (based
on the applicable Commitment(s)) of the applicable Letter of Credit
Obligations with respect to such Letter of Credit on the date of such
issuance or (2) if any Lender (other than the Lender that is also the L/C
Issuer that issued such Letter of Credit) is a Non-Funding Lender, (A)
immediately and without further action whatsoever, each Lender which is not
a Non-Funding Lender shall be deemed to have irrevocably and unconditionally
purchased from the Applicable Agent (or such L/C Issuer, as the case may be)
an undivided interest and participation equal to such Lender’s Pro Rata
Share (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced
to zero and each other Lender’s Pro Rata Share had been increased
proportionately) of the Letter of Credit Obligations in respect of all
Letters of Credit then outstanding and (B) thereafter, immediately upon
issuance of any Letter of Credit, each Lender which is not a Non-Funding
Lender shall be deemed to have irrevocably and unconditionally purchased
from the Applicable Agent (or such L/C Issuer, as the case may be) an
undivided interest and participation in such Lender’s Pro Rata Share
(calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to
zero and each other Lender’s Pro Rata Share had been increased
proportionately) of the Letter of Credit Obligations with respect to such
Letter of Credit on the date of such issuance; provided that no Lender shall
be required to fund any amount which would result in the sum of its
outstanding Revolving Loans, outstanding Letter of Credit Obligations,
amounts of its participation in Swing Line Loans and its pro rata share of
unparticipated amounts in Swing Line Loans (each as increased as described
in subsection 1.1(b)(iii)) to exceed its Revolving Loan Commitment. Each
Lender shall fund its participation in all payments or disbursements made
under the Letters of Credit in the same manner as provided in the Agreement
with respect to Revolving Credit Advances.”



     4. Representations and Warranties. The Borrowers and the other Credit Parties,
jointly and severally, hereby represent and warrant to Agents and Lenders that:



          4.1. The execution, delivery and performance by each Borrower and each other Credit Party of
this Amendment and the related Loan Documents have been duly authorized by all necessary corporate,
limited liability company, partnership or other constituent document action, and this Amendment
constitutes the legal, valid and binding obligation of each Borrower





23









 







and each other Credit Party enforceable against each of them in accordance with its terms,
except as the enforcement hereof may be subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally or to
general principles of equity.




          4.2. Each of the execution, delivery and performance of this Amendment and the related Loan
Documents by each Borrower and each other Credit Party and the consummation of the 2010
Restructuring Transactions and the other transactions contemplated hereby (i) does not, and will
not, contravene or conflict with any provision of law, any judgment, decree or order, or the
certificate or articles of incorporation or by-laws, or limited liability company agreement or
membership agreement, partnership agreement or other constituent documents of any Borrower or any
other Credit Party, and (ii) does not, and will not, contravene or conflict with, or cause any Lien
to arise under, any provision of any indenture, agreement, mortgage, lease, instrument or other
document binding upon or otherwise affecting any Borrower or any other Credit Party or any property
of any Borrower or any other Credit Party.




          4.3. No Default or Event of Default exists under the Credit Agreement or any other Loan
Document or will exist after or be triggered by the execution, delivery and performance of this
Amendment or the consummation of the 2010 Restructuring Transactions or the other transactions
contemplated hereby. In addition, each Borrower and each other Credit Party hereby represents,
warrants and reaffirms that the Credit Agreement and each of the other Loan Documents to which it
is a party remains in full force and effect.




     5. Conditions Precedent to Effectiveness. The effectiveness of the consents set forth
in Section 2 hereof and the amendments set forth in Section 3 hereof are subject in
each instance to the satisfaction of each of the following conditions precedent, each in a manner
reasonably satisfactory to Agent:



          5.1. Amendment. This Amendment shall have been duly executed and delivered by each
Borrower, each other Credit Party, Agents and Lenders.




          5.2. No Default. No Default or Event of Default shall have occurred and be continuing
or would result from the effectiveness of this Amendment or the consummation of the 2010
Restructuring Transactions or the other transactions contemplated hereby.




          5.3. Resolutions. Agent shall have received resolutions of each Borrower’s and each
other Credit Party’s Board of Directors or other applicable body, approving and authorizing the
execution, delivery and performance of this Amendment, the 2010 Restructuring Transactions and the
other transactions to be consummated in connection with this Amendment, each certified by such
entity’s secretary or assistant secretary as being in full force and effect without any
modification or amendment as of the date of this Amendment.




          5.4. Consent Fee. The Borrowers shall have paid to the Agent a consent fee in an
amount equal to 0.10% of the aggregate amount of the Commitments, which consent fee shall be for
the pro rata benefit of those Lenders which timely execute and deliver their respective signature
pages to this Amendment.






24









 








          5.5. Miscellaneous. Agents and Lenders shall have received such other agreements,
instruments and documents as either Agent may reasonably request.




     6. Reference to and Effect Upon the Credit Agreement and other Loan Documents.



          6.1. Full Force and Effect. Except as specifically provided herein, the Credit
Agreement and each other Loan Document shall remain in full force and effect and each is hereby
ratified and confirmed by each Borrower and each other Credit Party.




          6.2. No Waiver. The execution, delivery and effect of this Amendment shall be limited
precisely as written and shall not be deemed to (i) be a consent to any waiver of any term or
condition, or to any amendment or other modification of any term or condition (except as
specifically provided in this Amendment) of the Credit Agreement or any other Loan Document or (ii)
prejudice any right, power or remedy which any Agent or any Lender now has or may have in the
future under or in connection with the Credit Agreement or any other Loan Document.




          6.3. Certain Terms. Each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or any other word or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document
to the Credit Agreement or any word or words of similar import shall be and mean a reference to the
Credit Agreement as amended hereby.




     7. Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original but all such counterparts shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier or “pdf” shall be as effective as delivery of a manually executed
counterpart signature page to this Amendment.



     8. Costs and Expenses. As provided in Section 11.3 (Fees and Expenses) of the
Credit Agreement, Borrowers shall pay the fees, costs and expenses incurred by each Agent in
connection with the preparation, execution and delivery of this Amendment (including, without
limitation, reasonable attorneys’ fees).



     9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.



     10. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.



[Signature Pages Follow]





25











 






     IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written
above.



	 	 	 	 	 
	 	BORROWERS:



WESCO DISTRIBUTION, INC.

 	 
	 	By:  	/s/
Daniel A. Brailer	 
	 	 	Name:  	Daniel A. Brailer	 
	 	 	Title:  	VP & Treasurer	 



	 	 	 	 	 
	 	HERNING ENTERPRISES, INC.

 	 
	 	By:  	/s/
Daniel A. Brailer	 
	 	 	Name:  	Daniel A. Brailer	 
	 	 	Title:  	Treasurer	 



	 	 	 	 	 
	 	WESCO EQUITY CORPORATION

 	 
	 	By:  	/s/
Daniel A. Brailer	 
	 	 	Name:  	Daniel A. Brailer	 
	 	 	Title:  	Treasurer	 



	 	 	 	 	 
	 	WESCO NEVADA, LTD.

 	 
	 	By:  	/s/
Daniel A. Brailer	 
	 	 	Name:  	Daniel A. Brailer	 
	 	 	Title:  	Treasurer	 



	 	 	 	 	 
	 	CARLTON-BATES COMPANY

 	 
	 	By:  	/s/
Daniel A. Brailer	 
	 	 	Name:  	Daniel A. Brailer	 
	 	 	Title:  	Treasurer	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMUNICATIONS SUPPLY CORPORATION

 	 
	 	By:  	/s/ Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	Treasurer	 



	 	 	 	 	 
	 	CALVERT WIRE & CABLE CORPORATION

 	 
	 	By:  	/s/ Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	Treasurer 	 



	 	 	 	 	 
	 	LIBERTY WIRE & CABLE, INC.

 	 
	 	By:  	/s/ Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	Treasurer 	 



	 	 	 	 	 
	 	BRUCKNER SUPPLY COMPANY, INC.

 	 
	 	By:  	/s/ Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CANADIAN BORROWER:




WESCO DISTRIBUTION CANADA LP


By: Wesco Distribution Canada GP Inc.,

its General Partner

 	 
	 	By:  	/s/ Stephen L. Tepper 	 
	 	 	Name:  	Stephen L. Tepper 	 
	 	 	Title:  	Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. CREDIT PARTIES:





WESCO INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	VP & Treasurer 	 



	 	 	 	 	 
	 	WESCO FINANCE CORPORATION

 	 
	 	By:  	/s/ Stephen L. Tepper 	 
	 	 	Name:  	Stephen L. Tepper 	 
	 	 	Title:  	Assistant Secretary 	 



	 	 	 	 	 
	 	CDW HOLDCO, LLC





By: Wesco Distribution, Inc.,

its Managing Member

 	 
	 	By:  	/s/ Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	VP & Treasurer 	 



	 	 	 	 	 
	 	WDC HOLDING INC.

 	 
	 	By:  	/s/ Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 
	 	WESCO NIGERIA, INC.

 	 
	 	By:  	/s/
Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	Treasurer 	 



	 	 	 	 	 
	 	CBC LP HOLDINGS, LLC



By: Carlton-Bates Company,

its Sole Member

 	 
	 	By:  	/s/
Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	Treasurer 	 



	 	 	 	 	 
	 	CARLTON-BATES COMPANY OF TEXAS GP, INC.

 	 
	 	By:  	/s/
Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	Treasurer 	 




 









 





	 	 	 	 	 
	 	CANADIAN CREDIT PARTIES:



WESCO DISTRIBUTION CANADA GP INC.

 	 
	 	By:  	/s/
Stephen L. Tepper 	 
	 	 	Name:  	Stephen L. Tepper 	 
	 	 	Title:  	Secretary 	 



	 	 	 	 	 
	 	WESCO DISTRIBUTION CANADA CO.

 	 
	 	By:  	/s/
Stephen L. Tepper 	 
	 	 	Name:  	Stephen L. Tepper 	 
	 	 	Title:  	Secretary 	 



	 	 	 	 	 
	 	WESCO DISTRIBUTION II ULC

 	 
	 	By:  	/s/
Daniel A. Brailer 	 
	 	 	Name:  	Daniel A. Brailer 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent and a Lender

 	 
	 	By:  	/s/
James DeSantis 	 
	 	 	Name:  	James DeSantis 	 
	 	 	Title:  	Duly Authorized
Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GE CANADA FINANCE HOLDING COMPANY,

as Canadian Agent and a Lender

 	 
	 	By:  	/s/
Italo Fortino 	 
	 	 	Name:  	Italo Fortino 	 
	 	 	Title:  	Duly Authorized
Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as a Lender

 	 
	 	By:  	/s/ William J. Wilson	 
	 	 	Name:  	William J. Wilson	 
	 	 	Title:  	Senior Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIZENS BANK OF PENNSYLVANIA,

as a Lender

 	 
	 	By:  	/s/ Don Cmar	 
	 	 	Name:  	Don Cmar	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ David B. Thayer	 
	 	 	Name:  	David B. Thayer	 
	 	 	Title:  	Vice President	 



 









 





	 	 	 	 	 
	 	FIRST COMMONWEALTH BANK,

as a Lender

 	 
	 	By:  	/s/ Stephen J. Orban	 
	 	 	Name:  	Stephen J. Orban	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Sean Spring	 
	 	 	Name:  	Sean Spring	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Rufus S. Dowe, III	 
	 	 	Name:  	Rufus S. Dowe, III	 
	 	 	Title:  	Assistant Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA CAPITAL FINANCE,

as a Lender

 	 
	 	By:  	/s/ Sean Spring 	 
	 	 	Name:  	Sean Spring	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., CANADA BRANCH,

as a Lender

 	 
	 	By:  	/s/ Medina Sales de Andrade 	 
	 	 	Name:  	Medina Sales de Andrade 	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A. TORONTO BRANCH,

as a Lender

 	 
	 	By:  	/s/ Steve Voigt 	 
	 	 	Name:  	Steve Voigt 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 
	 	NATIONAL CITY BANK, CANADA BRANCH, 
as a Lender

 	 
	 	By:  	/s/ Mike Darby 	 
	 	 	Name:  	Mike Darby 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA CAPITAL FINANCE CORPORATION (CANADA)

Formerly, CONGRESS FINANCIAL CORPORATION (CANADA),

as a Lender

 	 
	 	By:  	/s/ Sean Spring 	 
	 	 	Name:  	Sean Spring 	 
	 	 	Title:  	Vice President 	 



 









 






Exhibit A

to

Limited Consent and Amendment No. 4 to

Third Amended and Restated Credit Agreement




[See attached]