EX-10.2




 Exhibit 10.2 

EXECUTION VERSION 
 SIXTH
AMENDMENT TO FIFTH AMENDED AND RESTATED 
 RECEIVABLES PURCHASE AGREEMENT 

THIS SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of
October 31, 2022, is entered into among WESCO RECEIVABLES CORP. (the “Seller”), WESCO DISTRIBUTION, INC. (“WESCO” or the “Servicer”), the Purchasers party hereto (each, a
“Purchaser”), the Purchaser Agents party hereto (each, a “Purchaser Agent”), and PNC BANK, NATIONAL ASSOCIATION, as Administrator (the “Administrator”). 

RECITALS 

1.    The Seller, the Servicer, each Purchaser, each Purchaser Agent and the Administrator are parties to the Fifth
Amended and Restated Receivables Purchase Agreement, dated as of June 22, 2020 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”). 

2.    Concurrently herewith, the parties hereto are entering into that certain Increasing Purchaser Group Fee Letter,
dated as of the date hereof (the “Fee Letter”). 
 3.    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.    Rebalancing and Certain Consents. 

(a)    Initial Purchases; Rebalancing. On the date hereof, the Seller is requesting that certain
Purchasers fund a new Purchase pursuant to a Purchase Notice delivered in accordance with Section 1.2(a). Such Purchase Notice provides that such Purchaser’s Purchaser Group will fund a
non-ratable portion of the aggregate Purchase such that, after giving effect to such Purchase, each Purchaser Group’s outstanding Investment will be equal to its Ratable Share of the Aggregate Investment.

 (b)    Certain Consents. The parties hereto hereby consent to the non-ratable funding of the foregoing Purchase on the terms set forth in clause (a) above as set forth above on a one-time basis. 

3.    Amendment to the Agreement. On the date hereof, the Agreement is hereby amended as follows: 

(a)    The definition of “Purchase Limit” set forth in Exhibit I of the Agreement
is hereby amended by deleting “$1,525,000,000” where it appears therein and replacing it with “$1,625,000,000”. 











 (b)    Schedule VI to the Agreement is hereby
deleted in its entirety and replaced with Schedule VI attached hereto. 
 4.    Representations and
Warranties. The Seller and the Servicer hereby represent and warrant to each of the parties hereto as follows: 

4.1    Representations and Warranties. The representations and warranties contained in
Exhibit III of the Agreement, as amended hereby, are true and correct in all material respects as of the date hereof; provided, that any representation and warranty that is qualified as to “materiality”,
“Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates). 

4.2    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. 

5.    Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this
Amendment shall remain in full force and effect. As of and after the date hereof, 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. 
 6.    Effectiveness. This Amendment shall become effective as of the date hereof,
upon receipt by the Administrator of each of the following: 
 6.1    counterparts of this Amendment duly
executed by each of the other parties hereto; 
 6.2    counterparts to the Fee Letter, duly executed by
each of the parties thereto; 
 6.3    evidence of payment of the “Closing Fee” (under and as
defined in the Fee Letter) owing under the Fee Letter; 
 6.4    an opinion of counsel for the Seller and
Servicer, dated as of the date hereof and addressed to the Purchasers party hereto and the Administrator as to certain corporate, enforceability and no-conflicts matters; and 

6.5    customary officers certificates of each of the Seller and Servicer 

7.    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. 

  
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 8.    Governing Law; Jurisdiction. 

8.1    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). 

8.2    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. 

9.    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] 

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

			
	WESCO RECEIVABLES CORP.
		
	By:	 	 /s/ Brian M. Begg

	Name:	 	Brian M. Begg
	Title:	 	Treasurer
	
	WESCO DISTRIBUTION, INC.,
	as Servicer
		
	By:	 	 /s/ Brian M. Begg

	Name:	 	Brian M. Begg
	Title:	 	Senior Vice President and Treasurer



  

					
		 	S-1	  	 Sixth Amendment to

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	 PNC BANK, NATIONAL ASSOCIATION,
 as
a Committed Purchaser



 
			
		
	By:	 	 /s/ Imad Naja

	Name:	 	Imad Naja
	Title:	 	Senior Vice President


 
			
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as
Purchaser Agent for PNC Bank, National Association



 
			
		
	By:	 	 /s/ Imad Naja

	Name:	 	Imad Naja
	Title:	 	Senior Vice President
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as
Administrator



 
			
		
	By:	 	 /s/ Imad Naja

	Name:	 	Imad Naja
	Title:	 	Senior Vice President



  

					
		 	S-2	  	 Sixth Amendment to

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	LIBERTY STREET FUNDING LLC, as a Conduit Purchaser
		
	By:	 	 /s/ Kevin J. Corrigan

	Name:	 	Kevin J. Corrigan
	Title:	 	Vice President
	
	THE BANK OF NOVA SCOTIA, as a Committed Purchaser
		
	By:	 	 /s/ Brad Shields

	Name:	 	Brad Shields
	Title:	 	Director
	
	THE BANK OF NOVA SCOTIA, as Purchaser Agent for The Bank of Nova Scotia and Liberty Street Funding LLC
		
	By:	 	 /s/ Brad Shields

	Name:	 	Brad Shields
	Title:	 	Director



  

					
		 	S-3	  	 Sixth Amendment to

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	COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of RELIANT TRUST, by its U.S. Financial Services Agent, THE TORONTO-DOMINION BANK, as a Conduit Purchaser
		
	By:	 	 /s/ Luna Mills

	Name:	 	Luna Mills
	Title:	 	Managing Director
	
	THE TORONTO-DOMINION BANK, as Committed Purchaser
		
	By:	 	 /s/ Luna Mills

	Name:	 	Luna Mills
	Title:	 	Managing Director
	
	THE TORONTO-DOMINION BANK, as Purchaser Agent for The Toronto Dominion Bank and Reliant Trust
		
	By:	 	 /s/ Luna Mills

	Name:	 	Luna Mills
	Title:	 	Managing Director



  

					
		 	S-4	  	 Sixth Amendment to

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 SCHEDULE VI 

COMMITMENTS 
 PNC BANK, NATIONAL ASSOCIATION,

 as a Committed Purchaser for PNC Bank, National Association 

Commitment: $350,333,334 
 FIFTH THIRD BANK, NATIONAL
ASSOCIATION 
 as a Committed Purchaser for Fifth Third Bank, National Association 

Commitment: $235,000,000 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as a Committed Purchaser for Wells Fargo Bank, National Association 

Commitment: $242,000,000 
 THE BANK OF NOVA SCOTIA, 

as a Committed Purchaser for Liberty Street Funding LLC 

Commitment: $225,333,333 
 THE TORONTO-DOMINION BANK, 

as a Committed Purchaser for Reliant Trust 
 Commitment:
$225,333,333 
 CANADIAN IMPERIAL BANK OF COMMERCE, 
 as a
Committed Purchaser for Canadian Imperial Bank of Commerce 
 Commitment: $142,000,000 

BANK OF AMERICA, NATIONAL ASSOCIATION, 
 as a Committed Purchaser
for Bank of America, National Association 
 Commitment: $140,000,000 

  
 Schedule VI 












 HSBC BANK USA, NATIONAL ASSOCIATION, 

as Committed Purchaser 
 Commitment: $65,000,000 

  
 Schedule VI