EX-10.1



 





Exhibit 10.1




SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     This SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of December 29, 2006, 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.




     (a) Section 1.1 of the Agreement is hereby amended by adding a new
paragraph (c) thereto to read as follows:



(c) The Seller may, upon 30 days’ (but not greater than 45 days’) prior
written notice to the Administrator and each Purchaser Agent, repay in whole
(but not in part) the entire Aggregate Investment (and all accrued and
unpaid Discount thereon) by making a cash payment of such amount to the
Purchaser Agents for the benefit of the related Purchasers. Such payments
shall be made to the applicable Purchaser Agents for the ratable benefit of
the related Purchasers (ratably based on the Investments outstanding at such
time) and the Investment (and accrued and unpaid Discount) of each Purchaser
shall only be deemed to be reduced by such payment when such payment is
finally so paid to such Purchaser in full in cash. All payments as
repayments made pursuant to this paragraph shall be subject to any
applicable Termination Fee payable to any Purchaser at such time in
connection therewith.












 






     (b) 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. After this Amendment becomes
effective, 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 hereof upon
receipt by the Administrator of (a) 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 and (b) 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. 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]




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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/ Daniel A. Brailer
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel A. Brailer
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	WESCO DISTRIBUTION, INC., as Servicer
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel A. Brailer
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel A. Brailer
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





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	 	 	WACHOVIA CAPITAL MARKETS, LLC,

as Administrator
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Rutkowski
	 

	 	 	 	 
	 

	 	Name:
	 	William P. Rutkowski
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





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	 	 	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/ John T. Smathers
	 

	 	 	 	 
	 

	 	Name:
	 	John T. Smathers
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





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	 	 	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
	 

	 	 	 	 





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	 	 	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:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	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
	 

	 	 	 	 





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	 	 	FIFTH THIRD BANK, as a Conduit Purchaser
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian J. Gardner
	 

	 	 	 	 
	 

	 	Name:
	 	Brian J. Gardner
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK,

as Purchaser Agent for Fifth Third Bank
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian J. Gardner
	 

	 	 	 	 
	 

	 	Name:
	 	Brian J. Gardner
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





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	 	 	THE RELATED COMMITTED PURCHASERS:
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser for

Market Street Funding LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John T. Smathers
	 

	 	 	 	 
	 

	 	Name:
	 	John T. Smathers
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





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	 	 	FIFTH THIRD BANK, as a Related Committed

Purchaser for Fifth Third Bank
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian J. Gardner
	 

	 	 	 	 
	 

	 	Name:
	 	Brian J. Gardner
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





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	 	 	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
	 

	 	 	 	 





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
	 

	 	 	 	 





[Certain Schedules have been omitted and will be furnished upon request.]





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