EX-10.45






Exhibit 10.45




LIMITED CONSENT AND AMENDMENT NO. 3

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     This Limited Consent and Amendment No. 3 to Third Amended and Restated Credit Agreement, dated
as of December 19, 2008 (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”), and Liberty Wire & Cable, Inc., a Delaware corporation
(“Liberty” and, together with WESCO Distribution, WESCO Equity, Herning, WESCO Nevada,
Carlton-Bates, CSC and Calvert, 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 a Canadian Credit
Party; 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 and 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.



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     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 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 Consent.



          2.1. CSC Merger. Notwithstanding any term or provision of the Credit Agreement or any
other Loan Document to the contrary, Agents and Lenders hereby consent to the merger of
Communications Supply Holdings, Inc. with and into CSC; provided, that, CSC shall
be the surviving entity following the consummation of such merger.




          2.2. Formation of Bruckner Supply Company. Agents and Lenders hereby consent to the
formation of Bruckner Supply Company (“Bruckner Supply”) as a wholly-owned (i.e.,
100% owned), direct Subsidiary of WESCO Distribution. Within five (5) Business Days of the
formation of Bruckner Supply by WESCO Distribution: (a) WESCO Distribution shall enter into an
amendment to the WESCO Distribution Pledge Agreement whereby it shall pledge to U.S. Agent, on
behalf of Agents and Lenders, 100% of the capital stock of Bruckner Supply (the “Pledged
Bruckner Supply Stock”), and shall deliver to U.S. Agent the original share certificate(s)
evidencing all such Pledged Bruckner Supply Stock along with an executed and undated stock power in
form and substance satisfactory to Agents; and (b) the Borrowers shall: (i) cause Bruckner Supply
to execute and deliver to Agents a joinder to the Credit Agreement pursuant to which Bruckner
Supply shall become a U.S. Borrower and Credit Party thereunder; (ii) cause Bruckner Supply to
execute and deliver to Agents a joinder to the Security Agreement pursuant to which Bruckner Supply
shall become a Grantor thereunder; (iii) cause Bruckner Supply to execute and deliver to Agents a
joinder to the Guaranty pursuant to which Bruckner Supply shall become a party to the Subsidiary
Guaranty; and (iv) cause Bruckner Supply to execute and deliver any and all such financing
statements, agreements, instruments and documents and take such further actions as either Agent may
deem necessary or desirable to effectuate the foregoing intents and purposes. Upon the completion
of each of the actions required under the immediately preceding sentence, Bruckner Supply shall
become a U.S. Borrower under the Credit Agreement and other Loan Documents.




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          2.3. Formation of WESCO Distribution Canada Co. 2. Agents and Lenders hereby consent
to the formation of WESCO Distribution Canada Co. 2 (“WESCO Canada 2”) as a wholly-owned
(i.e., 100% owned), direct Subsidiary of CSC. Within five (5) Business Days of
the formation of WESCO Canada 2 by CSC: (a) CSC shall enter into an amendment to the CSC
Pledge Agreement whereby it shall pledge to U.S. Agent, on behalf of Agents and Lenders, 100% of
the capital stock of WESCO Canada 2 (the “Pledged WESCO Canada 2 Stock”), and shall deliver
to U.S. Agent the original share certificate(s) evidencing such Pledged WESCO Canada 2 Stock along
with an executed and undated stock power in form and substance satisfactory to Agents; and (b) the
Borrowers shall: (i) cause WESCO Canada 2 to execute and deliver to Agents a joinder to the Credit
Agreement pursuant to which WESCO Canada 2 shall become a Canadian Credit Party thereunder; (ii)
cause WESCO Canada 2 to execute and deliver to the Canadian Agent a joinder to the Security
Agreement as executed by the Canadian Credit Parties pursuant to which WESCO Canada 2 shall become
a Grantor thereunder; (iii) cause WESCO Canada 2 to execute and deliver to the Canadian Agent a
joinder to the Subsidiary Guaranty as executed by the Canadian Credit Parties pursuant to which
WESCO Canada 2 shall become a party to the applicable Subsidiary Guaranty; and (iv) cause WESCO
Canada 2 to execute and deliver any and all such financing statements, agreements, instruments and
documents and take such further actions as either Agent may deem necessary or desirable to
effectuate the foregoing intents and purposes.




     3. Amendments.



          3.1. Section 6.1 (Mergers, Subsidiaries, Etc.) is hereby amended by deleting
the word “or” immediately preceding clause (v) of such
Section 6.1 and adding the following clauses (vi), (vii) and (viii) to the first paragraph thereof:




          “(vi) the formation by WESCO Distribution, Inc. of Bruckner Supply Company; (vii) the
formation by CSC of WESCO Distribution Canada Co. 2; or (viii)the merger of Communications Supply
Holdings, Inc. with and into Communications Supply Corporation with Communications Supply
Corporation as the surviving entity, provided, that, immediately upon the
consummation of such merger WESCO Distribution Canada Co. executes an amendment to the WESCO
Distribution Canada Co. Pledge Agreement to add all of the shares of Communications Supply
Corporation, as the surviving entity, to the collateral pledged thereunder;”




          3.2. Section 6.7 (Liens) of the Credit Agreement is hereby amended by deleting
dollar amount “$4,500,000” in the first sentence of such Section 6.7 and replacing it with the
dollar amount “$10,000,000”.




          3.3. Section 6.8 (Sale of Stock and Assets) of the Credit Agreement is hereby
amended by deleting the word “and” immediately preceding clause (i) of such Section 6.8, replacing
the period immediately following clause (i) of such Section with a semi-colon, and inserting the
following new language immediately after clause (i) of such Section:




“(j) the transfer by WESCO Equity of 100% of its equity interests in WDC
Holding to WESCO Distribution; provided, that, within five
(5) Business Days of doing so, WESCO Distribution shall enter into an
amendment to the WESCO Distribution Pledge Agreement whereby it shall pledge
and deliver all such equity interests together with an executed and undated
stock power in form and substance satisfactory to Agents, in WDC
Holding then owned by WESCO Distribution to U.S. Agent, as collateral
security for the Obligations;




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(k) the transfer by WESCO Finance Company of 100% of its equity interests in
WDC Holding to WESCO Distribution; provided, that, within
five (5) Business Days of doing so, WESCO Distribution shall enter into an
amendment to the WESCO Distribution Pledge Agreement whereby it shall pledge
and deliver all such equity interests then owned by WESCO Distribution to
U.S. Agent, as collateral security for the Obligations;




(l) the transfer by WESCO Distribution of the Bruckner Supply Assets to
Bruckner Supply;




(m) the transfer by WESCO Distribution of 100% of the equity interests of
Bruckner Supply to WDC Holding; provided, that, within five
(5) Business Days of doing so, WDC Holding shall enter into an amendment to
the WDC Holding Pledge Agreement whereby it shall pledge and deliver all
such equity interests, together with an executed and undated stock power in
form and substance satisfactory to Agents, then owned by WDC Holding to U.S.
Agent, as collateral security for the Obligations;




(n) the transfer by WESCO Canada of 100% of its equity interests in CSC to
WDC Holding in return for the WESCO Canada Note (which WESCO Canada Note
shall be cancelled upon receipt); provided, that, within
five (5) Business Days of doing so, WDC Holding shall enter into an
amendment to the WDC Holding Pledge Agreement whereby it shall pledge and
deliver all such equity interests, together with an executed and undated
stock power in form and substance satisfactory to Agents, then owned by WDC
Holding to U.S. Agent, as collateral security for the Obligations; and




(o) the transfer by WDC Holding of 100% of its equity interests in WESCO
Canada. to Bruckner Supply; provided, that, within five (5) Business Days of
doing so, Bruckner Supply shall enter into a pledge agreement whereby it
shall pledge and deliver all such equity interests, together with an
executed and undated stock power in form and substance satisfactory to
Agents, then owned by Bruckner Supply to U.S. Agent, as collateral security
for the Obligations.”




          3.4. Section 6.18 (Leases; Real Estate Purchases) of the Credit Agreement is
hereby amended by deleting the dollar amount “$4,500,000” in the first sentence of such Section
6.18 and replacing it with the dollar amount “$6,000,000”.




          3.5. Annex A (Definitions) to the Credit Agreement is hereby further amended by inserting the
following new defined terms in appropriate alphabetical order:




“Bruckner Supply Assets” means all of the assets comprising the Bruckner Supply
Division of WESCO Distribution.”




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          “2008 Restructuring Transactions” means the transactions contemplated by Step Nos. 1
through 8 in the “WESCO 2008 Restructuring” chart attached to the Limited Consent and Amendment No.
3 to Third Amended and Restated Credit Agreement as Exhibit I.”




          “WESCO Canada Note” means that certain promissory note, dated October 1, 2005, made by
WESCO Canada to WDC Holding, in the amount of $192,901,500.




     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 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 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 by each Borrower and
each other Credit Party and the consummation of the 2008 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 2008 Restructuring Transactions or any of 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 Requisite 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 2008
Restructuring Transactions or any of the other transactions contemplated hereby.




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          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 2008 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. Amendment Fee. Borrowers shall have paid to the Agents, for the ratable benefit
of each Lender that timely executes and delivers its signature page to this Amendment, an amendment
fee equal to five (5) basis points (i.e. 0.05%) of the aggregate Revolving Loan Commitments.




          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, attorneys’ fees).



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     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 PRINCIPALS.



     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]



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     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: Vice President & 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
	 
	 	 
	 

	 	AS CANADIAN BORROWER:
	 
	 	 
	 

	 	WESCO DISTRIBUTION CANADA LP
	 
	 	 
	 

	 	By: Wesco Distribution Canada GP Inc.,
	 

	 	its General Partner
	 
	 	 
	 

	 	By: /s/ Daniel A. Brailer
	 

	 	Name: Daniel A. Brailer
	 

	 	Title: Treasurer






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	 	AS U.S. CREDIT PARTIES:
	 
	 	 
	 

	 	WESCO INTERNATIONAL, INC.
	 
	 	 
	 

	 	By: Daniel A. Brailer
	 

	 	Name: Daniel A. Brailer
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	WESCO FINANCE CORPORATION
	 
	 	 
	 

	 	By: /s/ Daniel A. Brailer
	 

	 	Name: Daniel A. Brailer
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	CDW HOLDCO, LLC
	 
	 	 
	 

	 	By: /s/ Daniel A. Brailer
	 

	 	Name: Daniel A. Brailer
	 

	 	Title: Corporate Secretary
	 
	 	 
	 

	 	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
	 
	 	 
	 

	COMMUNICATIONS SUPPLY HOLDINGS, INC.
	 
	 	 
	 

	 	By: /s/ Daniel A. Brailer
	 

	 	Name: Daniel A. Brailer
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	AS CANADIAN CREDIT PARTIES:
	 
	 	 
	 

	 	WESCO DISTRIBUTION CANADA GP INC.
	 
	 	 
	 

	 	By: /s/ Daniel A. Brailer
	 

	 	Name: Daniel A. Brailer
	 

	 	Title: Treasurer






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	 	WESCO DISTRIBUTION CANADA CO.
	 
	 	 
	 

	 	By: /s/ Daniel A. Brailer
	 

	 	Name: Daniel A. Brailer
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	WESCO DISTRIBUTION II ULC
	 
	 	 
	 

	 	By: /s/ Daniel A. Brailer
	 

	 	Name: Daniel A. Brailer
	 

	 	Title: Treasurer






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	 	GENERAL ELECTRIC CAPITAL CORPORATION,
	 
	 	 
	 

	 	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/ Trevor S. Townsend
	 

	 	Name: Trevor S. Townsend
	 

	 	Title: 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/ C. Forrest Tefft
	 

	 	Name: C. Forrest Tefft
	 

	 	Title: Senior Vice President






 









 





	 	 	 
	 

	 	WACHOVIA BANK, N.A.,
	 

	 	as a Lender
	 
	 	 
	 

	 	By: /s/ Valerie Bailey
	 

	 	Name: Valerie Bailey
	 

	 	Title: Vice President






 









 





	 	 	 
	 

	 	JPMORGAN CHASE BANK, N.A.,
	 

	 	as a Lender
	 
	 	 
	 

	 	By: /s/ Michael P. Guito
	 

	 	Name: Michael P. Guito
	 

	 	Title: Vice President






 









 





	 	 	 
	 

	 	NATIONAL CITY BUSINESS CREDIT, INC.,
	 

	 	as a Lender
	 
	 	 
	 

	 	By: /s/ Michael Etienne
	 

	 	Name: Michael Etienne
	 

	 	Title: Vice President






 









 





	 	 	 
	 

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

	 	as a Lender
	 
	 	 
	 

	 	By: /s/ Medina Sales De Anrade
	 

	 	Name: Medina Sales De Anrade
	 

	 	Title: Vice President






 









 





	 	 	 
	 

	 	JPMORGAN CHASE BANK, N.A. TORONTO BRANCH,
	 

	 	as a Lender
	 
	 	 
	 

	 	By: /s/ Michael N. Tam
	 

	 	Name: Michael N. Tam
	 

	 	Title: Senior Vice President






 









 





	 	 	 
	 

	 	NATIONAL CITY BANK, CANADA BRANCH,
	 

	 	as a Lender
	 
	 	 
	 

	 	By: /s/ Nazmin Adatia
	 

	 	Name: Nazmin Adatia
	 

	 	Title: Senior Vice President






 









 





	 	 	 
	 

	 	WACHOVIA CAPITAL FINANCE
	 

	 	CORPORATION (CANADA) Formerly,
	 

	 	CONGRESS FINANCIAL CORPORATION
	 

	 	(CANADA),
	 

	 	as a Lender
	 
	 	 
	 

	 	By: /s/ Raymond Eghobamien
	 

	 	Name: Raymond Eghobamien
	 

	 	Title: Vice President