EX-10.46






Exhibit 10.46

EXECUTION COPY




NINTH AMENDMENT TO SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     THIS NINTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of January 29, 2009, is entered into among WESCO RECEIVABLES CORP.
(the “Seller”), WESCO DISTRIBUTION, INC. (the “Servicer”), the Purchasers (each, a
“Purchaser”) and Purchaser Agents (each, a “Purchaser Agent”) party hereto, and
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. Amendment to the Agreement. Schedule II to the Agreement is hereby amended
and restated in its entirety as attached hereto.



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




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




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



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



 









 





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



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



     7. Governing Law; Jurisdiction.




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




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



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



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




2









 





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



	 	 	 	 	 	 	 
	 	 	WESCO RECEIVABLES CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel A. Brailer	 	 
	 

	 	Name:
	 	Daniel A. Brailer	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	WESCO DISTRIBUTION, INC., as Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel A. Brailer	 	 
	 

	 	Name:
	 	Daniel A. Brailer	 	 
	 

	 	Title:
	 	Treasurer	 	 






NINTH AMENDMENT

TO WESCO
2ND
A&R RPA




S-1









 





	 	 	 	 	 	 	 
	 	 	WACHOVIA CAPITAL MARKETS, LLC,	 	 
	 	 	as Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William P. Rutkowski	 	 
	 

	 	Name:
	 	William P. Rutkowski	 	 
	 

	 	Title:
	 	Vice President	 	 






NINTH AMENDMENT

TO WESCO
2ND A&R
RPA





S-2









 








	 	 	 	 	 	 	 
	 	 	THE CONDUIT PURCHASERS AND THE	 	 
	 	 	PURCHASER AGENTS:	 	 
	 
	 	 	 	 	 	 
	 	 	 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	 	 






NINTH AMENDMENT

TO WESCO
2ND A&R
RPA





S-3









 








	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL	 	 
	 	 	CORPORATION, as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James DeSantis	 	 
	 

	 	Name:
	 	James DeSantis	 	 
	 

	 	Title:
	 	Its Duly Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL	 	 
	 	 	CORPORATION, as Purchaser Agent for General	 	 
	 	 	Electric Capital Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James DeSantis	 	 
	 

	 	Name:
	 	James DeSantis	 	 
	 

	 	Title:
	 	Its Duly Authorized Signatory	 	 






NINTH AMENDMENT

TO WESCO
2ND
A&R RPA





S-4









 








	 	 	 	 	 	 	 
	 	 	VARIABLE FUNDING CAPITAL COMPANY	 	 
	 	 	LLC, as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wachovia Capital Markets, LLC,	 	 
	 

	 	 	 	as Attorney in Fact	 	 
	 
	 	 	 	 	 	 
	 

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

	 	Name:
	 	Douglas R. Wilson, Sr.	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL	 	 
	 	 	ASSOCIATION, as Purchaser Agent for	 	 
	 	 	 Variable Funding Capital Company LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William P. Rutkowski	 	 
	 

	 	Name:
	 	William P. Rutkowski	 	 
	 

	 	Title:
	 	Vice President	 	 






NINTH AMENDMENT

TO WESCO
2ND
A&R RPA





S-5









 








	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andrew D. Jones
	 

	 	Name:
	 	Andrew D. Jones
	 

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

	 	By:
	 	/s/ Andrew D. Jones
	 

	 	Name:
	 	Andrew D. Jones
	 

	 	Title:
	 	 Assistant Vice President






NINTH AMENDMENT

TO WESCO
2ND
A&R RPA





S-6









 








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

	 	By:
	 	/s/ David B. Thayer
	 

	 	Name:
	 	David B. Thayer
	 

	 	Title:
	 	Vice President






NINTH AMENDMENT

TO WESCO
2ND
A&R RPA





S-7









 








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

	 	By:
	 	/s/ Andrew D. Jones	 	 
	 

	 	Name:
	 	Andrew D. Jones	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






NINTH AMENDMENT

TO WESCO
2ND
A&R RPA





S-8









 








	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL	 	 
	 	 	CORPORATION, as a Related Committed	 	 
	 	 	Purchaser for General Electric Capital Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James DeSantis	 	 
	 

	 	Name:
	 	James DeSantis	 	 
	 

	 	Title:
	 	Its Duly Authorized Signatory	 	 






NINTH AMENDMENT

TO WESCO
2ND
A&R RPA





S-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	 	 






NINTH AMENDMENT

TO WESCO
2ND A&R
RPA





S-10









 








SCHEDULE II




LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS




	 	 	 	 	 	 	 
	Lock-Box	 	Bank	 	Title	 	Account
	642728

	 	XXX Bank
	 	Control Corp. of America
	 	XXXX5943
	641447

	 	XXX Bank
	 	Pittsburgh Lockbox
	 	XXXX5943
	643582

	 	XXX Bank
	 	Liberty Electric Inc.
	 	XXXX5943
	642432

	 	XXX Bank
	 	Hamby Young
	 	XXXX5943
	642526

	 	XXX Bank
	 	Coghlin (CCA NE)
	 	XXXX5943
	642565

	 	XXX Bank
	 	Bruckner Supply
	 	XXXX7857
	676814

	 	XXX Bank
	 	Carlton Bates TX
	 	XXXX5943
	676780

	 	XXX Bank
	 	Brown Electric
	 	XXXX5943
	676504

	 	XXX Bank
	 	Bruckner International
	 	XXXX5943
	676182

	 	XXX Bank
	 	Carlton-Bates
	 	XXXX5943
	771751

	 	XXX Bank
	 	WESCO Distribution Inc
	 	XXXX5943
	802578

	 	XXX Bank
	 	WESCO Distribution Inc
	 	XXXX5943
	773154

	 	XXX Bank
	 	Fastec
	 	XXXX5943
	825089

	 	XXX Bank
	 	Bala cynwyd
	 	XXXX5943
	827765

	 	XXX Bank
	 	Avon Division
	 	XXXX5943
	910465

	 	XXX Bank
	 	WESCO Distribution Inc
	 	XXXX5943
	530409

	 	XXX Bank
	 	Int’l Structures
	 	XXXX5943
	534529

	 	XXX Bank
	 	Monti Electric
	 	XXXX5943
	773462

	 	XXX Bank
	 	Communications Supply Corp
	 	XXXX0783
	773453

	 	XXX Bank
	 	Liberty Wire & Cable
	 	XXXX0767
	644420

	 	XXX Bank
	 	Calvert Wire Cable
	 	XXXX0775
	644430

	 	XXX Bank
	 	CBC Connect
	 	XXXX5943
	633718

	 	XXX Bank
	 	WESCO Distribution Inc
	 	XXXX7712
	92488

	 	XXX Bank
	 	WESCO Receivables Corp. for the
benefit of Wachovia Capital Markets,
LLC, as Administrator for and on
behalf of certain parties
	 	XXXX6685
	931649

	 	XXX Bank
	 	WESCO Receivables Corp. for the
benefit of Wachovia Capital Markets,
LLC, as Administrator for and on
behalf of certain parties
	 	XXXX0407
	92489

	 	XXX Bank
	 	WESCO Receivables Corp. for the
benefit of Wachovia Capital Markets,
LLC, as Administrator for and on
behalf of certain parties
	 	XXXX6677






Sch. II-1









 






	 	 	 	 	 	 	 
	Lock-Box	 	Bank	 	Title	 	Account
	3050

	 	XXX Bank
	 	WESCO Receivables Corp. for the
benefit of Wachovia Capital Markets,
LLC, as Agent for and on behalf of
certain parties
	 	XXXX5408
	3187

	 	XXX Bank
	 	WESCO Receivables Corp. for the
benefit of Wachovia Capital Markets,
LLC, as Agent for and on behalf of
certain parties
	 	XXXX4545







Sch. II-2