EX-10.1



 





Exhibit 10.1




EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     This EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of February 22, 2007, 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
WACHOVIA CAPITAL MARKETS, LLC (as successor to Wachovia Securities, Inc.), as Administrator (the
“Administrator”).



RECITALS




     1. The Seller, Servicer, each Purchaser, each Purchaser Agent and the Administrator are
parties to the Second Amended and Restated Receivables Purchase Agreement dated as of September 2,
2003 (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. Amendments to Agreement.




     2.1 The definition of “Excluded Receivable” set forth in Exhibit I to the
Agreement is hereby amended by (a) deleting the word “or” at the end of clause (ii)
therein and substituting a “,” therefor, (b) deleting the “.” at the end of clause
(iii) therein and substituting the word “or” therefor and (c) adding clause (iv)
therein that reads as follows:




     “(iv) any Receivable originated by Communications Supply Corporation,
the Obligor of which is The Stanley Works Co..”




     2.2 The definition of “Group A Dilution Horizon Ratio” set forth in Exhibit I
to the Agreement is hereby amended and restated in its entirety as follows:




     ““Group A Dilution Horizon Ratio” means, as of any date of
determination, a ratio (expressed as a decimal), computed by dividing (i)
the aggregate sales generated by the Originators during the month ending on
such date, by (ii) the Net Receivables Pool Balance as of such date.”



 









 






     2.3 The definition of “Purchase Limit” set forth in Exhibit I to the Agreement
is hereby amended by deleting the amount “$400,000,000” therein and substituting the amount
“$500,000,000” therefor.




     2.4 The Commitment and Scheduled Commitment Termination Date with respect to PNC Bank,
National Association, as a Related Committed Purchaser, as set forth on PNC Bank, National
Association’s signature page to the Agreement, are hereby amended by respectively (a)
deleting the amount “$77,500,000” therein and substituting the amount “$108,333,000”
therefor and (b) deleting the date “May 9, 2008” therein and substituting the date “May 9,
2010” therefor.




     2.5 The Commitment and Scheduled Commitment Termination Date with respect to Fifth
Third Bank, as a Related Committed Purchaser, as set forth on Fifth Third Bank’s signature
page to the Agreement, are hereby amended by respectively, (a) deleting the amount
“$87,500,000” therein and substituting the amount “$108,334,000” therefor and (b) deleting
the date “May 9, 2008” therein and substituting the date “May 9, 2010” therefor.




     2.6 The Commitment and Scheduled Commitment Termination Date with respect to General
Electric Capital Corporation, as a Related Committed Purchaser, as set forth on General
Electric Capital Corporation’s signature page to the Agreement, are hereby amended by
respectively, (a) deleting the amount “$85,000,000” therein and substituting the amount
“$108,333,000” therefor and (b) deleting the date “May 9, 2008” therein and substituting the
date “May 9, 2010” therefor.




     2.7 The Commitment and Scheduled Commitment Termination Date with respect to Wachovia
Bank, National Association, as a Related Committed Purchaser, as set forth on Wachovia Bank,
National Association’s signature page to the Agreement, are hereby amended by respectively
(a) deleting the amount “$150,000,000” therein and substituting the amount “$175,000,000”
therefor and (b) deleting the date “May 9, 2008” therein and replacing it with the date “May
9, 2010” therefor.




     2.8 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, the Intercreditor Agreement and the other Transaction Documents shall
remain in full force and effect. After this Amendment becomes effective, all references in



2









 







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 hereof upon
receipt by (a) the Administrator of 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, (b) the Administrator (or the applicable Purchaser Agent) of
(i) evidence of satisfaction of the Rating Agency Condition with respect to such Purchaser Agent’s
Purchaser Group and (ii) such other agreements, documents and instruments as the Administrator
shall request, and (c) each Committed Purchaser of any applicable fees set forth in its respective
fee letter, among such Committed Purchaser, the Seller and the Servicer, dated as of the date
hereof.



     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. This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to any otherwise applicable
principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General
Obligations 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]




3









 





     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 DIST
	 	RIBUTION, INC., as Servicer
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel A. Brailer
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel A. Brailer
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 





Sch. II-1









 






	 	 	 	 	 
	 	 	WACHOVIA CAPITAL MARKETS, LLC,

as Administrator
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Rutkowski
	 

	 	 	 	 
	 

	 	Name:
	 	William P. Rutkowski
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





Sch. II-2









 






	 	 	 	 	 
	 	 	MARKET STREET FUNDING LLC

(as successor to Market Street Funding Corporation),

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
	 

	 	 	 	 





Sch. II-3









 






	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION,

as a Conduit Purchaser
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ W. Russ Brightly
	 

	 	 	 	 
	 

	 	Name:
	 	W. Russ Brightly
	 

	 	 	 	 
	 

	 	Title:
	 	Duly Authorized Signatory
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION,

as Purchaser Agent for General Electric

Capital Corporation
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ W. Russ Brightly
	 

	 	 	 	 
	 

	 	Name:
	 	W. Russ Brightly
	 

	 	 	 	 
	 

	 	Title:
	 	Duly Authorized Signatory
	 

	 	 	 	 





Sch. II-4









 






	 	 	 	 	 
	 	 	VARIABLE FUNDING CAPITAL COMPANY LLC,

as a Conduit Purchaser
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Douglas R. Wilson, Sr.
	 

	 	 	 	 
	 

	 	Name:
	 	Douglas R. Wilson, Sr.
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Purchaser Agent for Variable Funding

Capital Company LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Rutkowski
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Sch. II-5









 






	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Conduit Purchaser
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew D. Jones.
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew D. Jones
	 

	 	 	 	 
	 

	 	Title:
	 	AVP
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK,

as Purchaser Agent for Fifth Third Bank
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew D. Jones
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew D. Jones
	 

	 	 	 	 
	 

	 	Title:
	 	AVP
	 

	 	 	 	 





Sch. II-6









 






	 	 	 	 	 
	 	 	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
	 

	 	 	 	 





Sch. II-7









 






	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Related Committed

Purchaser for Fifth Third Bank
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew D. Jones
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew D. Jones
	 

	 	 	 	 
	 

	 	Title:
	 	AVP
	 

	 	 	 	 





Sch. II-8









 






	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION,

as a Related Committed Purchaser for

General Electric Capital Corporation
	 
	 	 	 	 
	 
	 	 	 	 
	\

	 	By:
	 	/s/ W. Russ Brightly
	 

	 	 	 	 
	 

	 	Name:
	 	W. Russ Brightly
	 

	 	 	 	 
	 

	 	Title:
	 	Duly Authorized Signatory
	 

	 	 	 	 





Sch. II-9









 






	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser for

Variable Funding Capital Company LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Rutkowski
	 

	 	 	 	 
	 

	 	Name:
	 	William P. Rutkowski
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Schedule II has been omitted and will be furnished upon request.]





Sch. II-10