wcc-ex1030_8thamendto4th






                                                        EXECUTION VERSION           EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED                     RECEIVABLES PURCHASE AGREEMENT            THIS  EIGHTH  AMENDMENT  TO  FOURTH  AMENDED  AND  RESTATED  RECEIVABLES  PURCHASE  AGREEMENT  (this  “Amendment”),  dated  as  of  December 21,  2018,  is  entered  into  among  WESCO  RECEIVABLES  CORP.  (the  “Seller”),  WESCO  DISTRIBUTION, INC. (“WESCO” or the “Servicer”), the Purchasers (each, a “Purchaser”) and  Purchaser  Agents  (each,  a  “Purchaser  Agent”)  party  hereto,  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 Fourth Amended and Restated Receivables Purchase Agreement,  dated as of September 24, 2015 (as amended through the date hereof, the “Agreement”).         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 the Agreement.  The agreement is hereby amended as follows:               (a)  The last sentence of Clause (i) of Section 1 of Exhibit IV to the Agreement        is restated in its entirety with the following:                    The Seller will not (and will not permit the Servicer to) deposit or             otherwise credit, or cause or permit to be so deposited or credited, to any             Lock-Box Account cash or cash proceeds other than Collections; provided             that the Seller may permit (i) collections relating to Excluded Receivables             and  (ii)  such  other  collections  not  relating  to  Receivables  as  the             Administrator may approve in writing, in each case, to be so deposited or             credited  to  any  Lock-Box  Account  so  long  as  (x)  the  amount  of  such             collections does not exceed $15,000,000 for any calendar month and (y)             the  Administrator  has  not  requested  in  writing  that  the  Servicer  direct             obligors relating to such Excluded Receivables to cease making payments             to Lock-Box Accounts.               (a)  The  last  sentence  of  Clause  (h)  of  Section  2  of  Exhibit  IV  to  the        Agreement is restated in its entirety with the following:                    The  Servicer  will  not  deposit  or  otherwise  credit,  or  cause  or             permit to be so deposited or credited, to any  Lock-Box Account cash or    730786083 99551574  





 






                                                                                            cash  proceeds  other  than  Collections;  provided  that  the  Servicer  may             permit (i) collections relating to Excluded Receivables and (ii) such other             collections not relating to Receivables as the Administrator may approve             in writing, in each  case, to be so deposited or credited to any Lock-Box             Account  so  long  as  (x)  the  amount  of  such  collections  does  not  exceed             $15,000,000  for  any  calendar  month  and  (y)  the  Administrator  has  not             requested  in  writing  that  the  Servicer  direct  obligors  relating  to  such             Excluded Receivables to cease making payments to Lock-Box Accounts.         3.    Representations  and  Warranties.   The  Seller  and  the  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, as amended hereby, 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.  As of and after the Effective  Time,  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  time  (the  “Effective Time”) at which the Administrator has executed this Amendment and receives each of  the  following,  in  each  case  form  and  substance  satisfactory  to  the  Administrator  in  its  sole  discretion: (A) counterparts of this Amendment executed by each of the other parties hereto and  (B)  such  other  agreements,  documents,  instruments  and  opinions  as  the  Administrator  may  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).                                          2                                         730786083 99551574  





 






                                                                                             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]                                             3                                         730786083 99551574  





 






 





 






 





 






 





 






 





 






 





 






 





 






                                                                                                                     LIBERTY STREET FUNDING LLC, as a Conduit                                      Purchaser                                                                                                                                                        By:   __________________________________                                       Name: __________________________________gáää=^K=oìëëç                                        Title:  __________________________________sáÅÉ=mêÉëáÇÉåí                                                                                                                                                          THE BANK OF NOVA SCOTIA, as a Committed                                      Purchaser                                                                                                                                                        By:   __________________________________                                       Name: __________________________________                                       Title:  __________________________________                                                                                                                                                         THE BANK OF NOVA SCOTIA, as Purchaser                                      Agent for The Bank of Nova Scotia and Liberty                                      Street Funding LLC                                                                                                                  By:   __________________________________                                       Name: __________________________________                                       Title:  __________________________________                                                                                                                      S-6                       Eighth Amendment to                                                                    Fourth A&R RPA  730786083 99551574