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                                                                    EXHIBIT 10.2

                 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT

      THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT (this "Amendment") dated as of July 30, 2004, 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 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 Agreement. The Agreement is hereby amended as follows:

            2.1 The definition of "Change in Control" set forth in Exhibit I of
      the Agreement is hereby amended and restated in its entirety as follows:

      "Change in Control" means that WESCO ceases to own, directly or indirectly
(including through any of its Subsidiaries), (a) 100% of the capital stock of
the Seller free and clear of all Adverse Claims or (b) a majority of the capital
stock of any Originator free and clear of all Adverse Claims in each case other
than (x) the pledges by WESCO to General Electric Capital Corporation ("GECC"),
as agent for itself and various lenders pursuant to (i) the Security Agreement
dated as of March 19, 2002, among WESCO, GECC, as agent, and various other
parties and (ii) the Borrower Pledge Agreement dated as of March 19, 2002
between WESCO and GECC as agent, as either such agreement may be amended,
restated, supplemented or otherwise modified from time to time; (y) upon the
formation and funding of WDC Holding Inc. ("WDC"), a Delaware corporation and
wholly owned subsidiary of WESCO, solely to the extent such pledges and the
related documentation therefor are subject to an intercreditor agreement (or
similar arrangement) with GECC in form and substance satisfactory to the
Administrator and each Purchaser Agent, the pledges, if any, by WDC to GECC, as
agent, for itself and various lenders pursuant to one or more security and/or
pledge agreements that may be entered into among WDC and GECC, as agent, and
various other parties, as such agreements (if any) may be amended, restated,
supplemented or otherwise modified from time to time; and (z) upon the

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formation and funding of WESCO Distribution Canada Co. ("WESCO DC"), an
unlimited liability company formed under the laws of the province of Nova Scotia
and an indirect subsidiary of WESCO, solely to the extent such pledges and the
related documentation therefor are subject to an intercreditor agreement (or
similar arrangement) with GECC in form and substance satisfactory to the
Administrator and each Purchaser Agent, the pledges by WESCO DC to GECC, as
agent, for itself and various lenders pursuant to one or more security and/or
pledge agreements that may be entered into among WDC and GECC, as such
agreements (if any) may be amended, restated, supplemented or otherwise modified
from time to time.

            2.2 Section 1(m)(ii) of Exhibit IV of the Agreement is hereby
      amended and restated in its entirety as follows:

                  "(ii) Subject to the limitation set forth in clause (iii)
      below, the Seller may make Restricted Payments so long as such Restricted
      Payments are made only in one or more of the following ways: (A) the
      Seller may make cash payments (including prepayments) of the Company Note
      in accordance with its terms, and (B) the Seller may declare and pay
      dividends."

      3. Representations and Warranties. The Seller hereby represents and
warrants 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 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.

      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.

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      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).

      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.

      9. Consent to Amendment to Articles of Incorporation. By signing in the
space provided for it below, each of the parties hereto hereby consents to the
amendment by the Seller of its articles of incorporation solely in the form of
such amended articles of incorporation attached hereto as Annex A.

                          (continued on following page)

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

                               WESCO RECEIVABLES CORP.

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

                               WESCO DISTRIBUTION, INC., as Servicer

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

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                               WACHOVIA SECURITIES, INC.,
                               as Administrator

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

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                               MARKET STREET FUNDING CORPORATION,
                               as a Conduit Purchaser

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

                               PNC BANK, NATIONAL ASSOCIATION,
                               as Purchaser Agent for Market Street Funding
                               Corporation

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

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                               GENERAL ELECTRIC CAPITAL
                               CORPORATION, as a Conduit Purchaser

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

                               GENERAL ELECTRIC CAPITAL
                               CORPORATION, as Purchaser Agent for General
                               Electric Capital Corporation

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

                                      S-4
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                               BLUE RIDGE ASSET FUNDING
                               CORPORATION, as a Conduit Purchaser

                               By:  Wachovia Capital Markets, LLC
                                    as Attorney in Fact

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

                               WACHOVIA BANK, NATIONAL
                               ASSOCIATION, as Purchaser Agent for Blue
                               Ridge Asset Funding Corporation

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

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                               FIFTH THIRD BANK, as a Conduit Purchaser

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

                               FIFTH THIRD BANK,
                               as Purchaser Agent for Fifth Third Bank

                               By:    _______________________________________
                               Name:  _______________________________________
                               Title: _______________________________________

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                            THE RELATED COMMITTED PURCHASERS:

                            PNC BANK, NATIONAL ASSOCIATION,
                            as a Related Committed Purchaser for Market Street
                            Funding Corporation

                            By:    ___________________________________________
                            Name:  ___________________________________________
                            Title: ___________________________________________

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

                            By:    ___________________________________________
                            Name:  ___________________________________________
                            Title: ___________________________________________

                                      S-8
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                            GENERAL ELECTRIC CAPITAL
                            CORPORATION, as a Related Committed
                            Purchaser for General Electric Capital Corporation

                            By:    ___________________________________________
                            Name:  ___________________________________________
                            Title: ___________________________________________

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                            WACHOVIA BANK, NATIONAL
                            ASSOCIATION, as Related Committed Purchaser for
                            Blue Ridge Asset Funding Corporation

                            By:  Wachovia Capital Markets, LLC
                                 as Attorney in Fact

                            By:    ___________________________________________
                            Name:  ___________________________________________
                            Title: ___________________________________________

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                                                                         ANNEX A
                                          Amendment to Articles of Incorporation

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