exv10w1







Exhibit 10.1




SECOND AMENDMENT TO THIRD AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




     THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of September 7, 2010, 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 PNC BANK, NATIONAL ASSOCIATION, as Administrator (the “Administrator”).



RECITALS




     1. The Seller, Servicer, each Purchaser, each Purchaser Agent and the Administrator are
parties to the Third Amended and Restated Receivables Purchase Agreement, dated as of April 13,
2009 (as amended through the date hereof, the “Agreement”);



     2. Concurrently herewith, the Seller, the Servicer, each Purchaser and each Purchaser Agent
are entering into that certain Purchaser Group Fee Letter (the “Purchaser Group Fee
Letter”), dated as of the date hereof.



     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. Amendments to the Agreement. The Agreement is hereby amended as follows:




     (a) The following defined terms set forth in Schedule V to the Agreement are
hereby deleted: (a) “2005 Convertible Debentures” and (b) “2006 Convertible
Debentures”.




     (b) Schedule V to the Agreement is hereby amended by inserting the following
new defined term in appropriate alphabetical order:




     “Bond Indebtedness” means obligations evidenced by notes,
bonds, debentures or similar instruments.




     (c) The definition of “Fixed Charges” set forth in Schedule V to the
Agreement is hereby replaced in its entirety with the following:



 









 






     “Fixed Charges” means, with respect to any Person for any
fiscal period, (a) the aggregate of all cash Interest Expense paid or
accrued during such period, plus (b) scheduled payments of principal
with respect to Indebtedness during such period (it being understood that
optional payments of principal, or amounts paid in connection with the
exercise of call rights or open market or negotiated purchases, by WESCO
Distribution or Holdings with respect to Bond Indebtedness during such
period shall not constitute “scheduled payments” as used in this clause
(b)), plus (c) cash payments in respect of earn out agreements,
plus (d) Capital Expenditures during such period (provided however,
that up to $2,500,000 of net cash proceeds from any sale of real property
during such period shall be excluded so long as such net cash proceeds are
used to make Capital Expenditures), plus (e) cash dividends or other
cash distributions paid, payable or declared in respect of equity interests
during such period (excluding in all cases cash distributions by WESCO
Distribution to Holdings to permit Holdings to repurchase or to repay, in
either case, as an optional prepayment by Holdings as a result of the
exercise of a put option by holders, or as the result of an exercise of call
rights or open market or negotiated purchases by Holdings, with respect to
any Bond Indebtedness) plus, (f) cash Taxes paid or payable during
such period, plus (g) any cash paid or payable in connection with
the repurchase of Holding’s publicly traded common Stock. For the avoidance
of doubt, cash distributed by WESCO Distribution to Holdings to permit
Holdings to repurchase or repay, in either case, as an optional prepayment
by Holdings as a result of the exercise of a put option by holders or
Holdings (including call rights) to effect such repurchase or repayment or
to fund open market or negotiated purchases by Holdings, with respect to any
Bond Indebtedness shall not be included in amounts added in the
calculation of Fixed Charges pursuant to the terms of clause (e)
above.




     (d) Clause (c) of the definition of “Indebtedness” set forth in
Schedule V to the Agreement is hereby replaced in its entirety with the following:




     (c) all Bond Indebtedness,




     (e) Schedule IV to the Agreement is hereby replaced in its entirety as attached
hereto.




     (f) Schedule VII to the Agreement is hereby replaced in its entirety as
attached hereto.




     (g) Each reference to “Wachovia Bank, National Association” or “Wachovia” (however
defined or referenced) in the Agreement or any other Transaction Document shall be deemed to
be a reference to “Wells Fargo Bank, National Association” or “Wells”, as applicable.



2









 





     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. On and after the Effective Date
(as defined below), 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 (the
“Effective Date”) subject to the conditions precedent that (i) the Administrator receives
each of the following: (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, (B) counterparts of the Purchaser Group Fee Letter (whether
by facsimile or otherwise) executed by each of the parties thereto, in form and substance
satisfactory to the Administrator in its sole discretion and (C) such other agreements, documents
and instruments as the Administrator shall request and (ii) the Structuring Fee (under and as
defined in the Purchaser Group Fee Letter) shall have been paid in full in accordance with the
terms of the Purchaser Group Fee Letter.



     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).




     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



3









 






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]




4









 




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:  	Treasurer 	 
	 



SECOND AMENDMENT

TO WESCO
3RD A&R RPA





S-1 









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, 

as Administrator

 	 
	 	By:  	/s/ William P. Falcon
 	 
	 	 	Name:  	William P. Falcon 	 
	 	 	Title:  	Vice President 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA









S-2 









 











	 	 	 	 	 
	 	THE CONDUIT PURCHASERS AND THE PURCHASER AGENTS:


MARKET STREET FUNDING LLC,
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/ William P. Falcon
 	 
	 	 	Name:  	William P. Falcon        	 
	 	 	Title:  	Vice President 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA





S-3 










 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as a Conduit Purchaser

 	 
	 	By:  	/s/ William P. Rutkowski
 	 
	 	 	Name:  	William P. Rutkowski 	 
	 	 	Title:  	Vice President 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Purchaser Agent for Wells Fargo Bank, National Association

 	 
	 	By:  	/s/ William P. Rutkowski
 	 
	 	 	Name:  	William P. Rutkowski 	 
	 	 	Title:  	Vice President 	 
	 



SECOND AMENDMENT

TO WESCO 3RD  A&R RPA





S-4









 





	 	 	 	 	 
	 	FIFTH THIRD BANK, as a Conduit Purchaser

 	 
	 	By:  	/s/ Andrew D. Jones
 	 
	 	 	Name:  	Andrew D. Jones 	 
	 	 	Title:  	Vice President 	 
	 
	 	FIFTH THIRD BANK,

as Purchaser Agent for Fifth Third Bank

 	 
	 	By:  	/s/ Andrew D. Jones
 	 
	 	 	Name:  	Andrew D. Jones 	 
	 	 	Title:  	Vice President 	 
	 



SECOND AMENDMENT

TO WESCO 3RD  A&R RPA





S-5









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a 

Conduit Purchaser

 	 
	 	By:  	/s/ Matthew Kasper
 	 
	 	 	Name:  	Matthew Kasper 	 
	 	 	Title:  	Relationship Manager 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Purchaser Agent for U.S. Bank National Association

 	 
	 	By:  	/s/ Matthew Kasper
 	 
	 	 	Name:  	Matthew Kasper 	 
	 	 	Title:  	Relationship Manager 	 
	 



SECOND AMENDMENT

TO WESCO 3RD  A&R RPA





S-6











 





	 	 	 	 	 
	 	THE PRIVATEBANK AND TRUST COMPANY, 

as a Conduit Purchaser

 	 
	 	By:  	/s/ Tim Roberts
 	 
	 	 	Name:  	Tim Roberts      	 
	 	 	Title:  	Officer 	 
	 



	 	 	 	 	 
	 	THE PRIVATEBANK AND TRUST COMPANY, 

as Purchaser Agent for The
PrivateBank and Trust 
Company 	 
	 
	 	By:  	/s/ Tim Roberts
 	 
	 	 	Name:  	Tim Roberts      	 
	 	 	Title:  	Officer 	 
	 



SECOND AMENDMENT

TO WESCO
3RD A&R RPA








S-7









 








	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK, as a 

Conduit Purchaser

 	 
	 	By:  	/s/ Chad A. Lowe
 	 
	 	 	Name:  	Chad A. Lowe 	 
	 	 	Title:  	AVP 	 
	 



	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK,

as Purchaser Agent for The Huntington National Bank

 	 
	 	By:  	/s/ Chad A. Lowe
 	 
	 	 	Name:  	Chad A. Lowe 	 
	 	 	Title:  	AVP 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA








S-8









 








	 	 	 	 	 
	 	THE RELATED COMMITTED PURCHASERS:


PNC BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser for Market Street

Funding LLC

 	 
	 	By:  	/s/ David B. Thayer
 	 
	 	 	Name:  	David B. Thayer 	 
	 	 	Title:  	Vice President 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA





S-9











 





	 	 	 	 	 
	 	FIFTH THIRD BANK, as a Related Committed 

Purchaser for Fifth Third Bank

 	 
	 	By:  	/s/  Andrew D. Jones
 	 
	 	 	Name:  	Andrew D. Jones 	 
	 	 	Title:  	Vice President 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA





S-10









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as a Related Committed Purchaser for Wells Fargo Bank, 

National Association

 	 
	 	By:  	/s/ William P. Rutkowski
 	 
	 	 	Name:  	William P. Rutkowski 	 
	 	 	Title:  	Vice President 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA








S-11









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a

Related Committed Purchaser

for U.S. Bank National Association

 	 
	 	By:  	/s/ Matthew Kasper
 	 
	 	 	Name:  	Matthew Kasper 	 
	 	 	Title:  	Relationship Manager 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA





S-12












 





	 	 	 	 	 
	 	THE PRIVATEBANK AND TRUST COMPANY,

as a Related Committed Purchaser

for The PrivateBank and Trust Company

 	 
	 	By:  	/s/ Tim  Roberts
 	 
	 	 	Name:  	Tim Roberts 	 
	 	 	Title:  	Officer 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA









S-13









 











	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK, as a 

Related Committed Purchaser 

for The Huntington National Bank

 	 
	 	By:  	/s/ Chad A. Lowe
 	 
	 	 	Name:  	Chad A. Lowe 	 
	 	 	Title:  	AVP 	 
	 



SECOND AMENDMENT

TO WESCO 3RD A&R RPA





S-14











 






	 	 	 	 	 



SCHEDULE IV




NOTICE INFORMATION



WESCO RECEIVABLES CORP.,

as Seller




Address:

225 West Station Square Drive

Suite 700

Pittsburgh, Pennsylvania 15219

Attention: Vice President and Treasurer

Telephone: (412) 454-4220

Facsimile: (412) 454-2595




WESCO DISTRIBUTION, INC.,

as Servicer




Address:

225 West Station Square Drive

Suite 700

Pittsburgh, Pennsylvania 15219

Attention: Vice President and Treasurer

Telephone: (412) 454-4220

Facsimile: (412) 454-2595




PNC BANK, NATIONAL ASSOCIATION,

as Administrator




PNC Bank, National Association

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

Attention: William Falcon

Telephone No.: (412) 762-5442

Facsimile No.: (412) 762-9184




MARKET STREET FUNDING LLC,

as a Conduit Purchaser




Address:

Market Street Funding LLC

c/o AMACAR Group, L.L.C.




Schedule IV-1









 





6525 Morrison Blvd., Suite 318

Charlotte, North Carolina 28211

Attention: Douglas K. Johnson

Telephone No.: (704) 365-0569

Facsimile No.: (704) 365-1362



With a copy to:




PNC Bank, National Association

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

Attention: William Falcon

Telephone No.: (412) 762-5442

Facsimile No.: (412) 762-9184




PNC BANK, NATIONAL ASSOCIATION,

as Purchaser Agent for Market Street Funding LLC




PNC Bank, National Association

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

Attention: William Falcon

Telephone No.: (412) 762-5442

Facsimile No.: (412) 762-9184




PNC BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser for Market Street

Funding LLC




Address:

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

Attention: William Falcon

Telephone No: (412) 762-5442

Facsimile No.: (412) 762-9184




Schedule IV-2









 





WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Conduit Purchaser




Address:

6 Concourse Parkway

Suite 1450

Atlanta, Georgia 30328

Attention: William P. Rutkowski

Telephone No.: (404) 732-0816

Facsimile No.: (404) 732-0802




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser for Wells Fargo Bank, National Association




Address:

6 Concourse Parkway

Suite 1450

Atlanta, Georgia 30328

Attention: William P. Rutkowski

Telephone No.: (404) 732-0816

Facsimile No.: (404) 732-0802




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Purchaser Agent for Wells Fargo Bank, National Association




Address:

6 Concourse Parkway

Suite 1450

Atlanta, Georgia 30328

Attention: William P. Rutkowski

Telephone No.: (404) 732-0816

Facsimile No.: (404) 732-0802




FIFTH THIRD BANK,

as a Conduit Purchaser




Address:

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Attention: Andrew Jones

Telephone No.: (513) 534-0836

Facsimile No.: (513) 534-0319




Schedule IV-3









 





FIFTH THIRD BANK,

as a Related Committed Purchaser for Fifth Third Bank




Address:

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Attention: Robert Finley

Telephone No.: (513) 534-4870

Facsimile No.: (513) 579-4270




FIFTH THIRD BANK,

as Purchaser Agent for Fifth Third Bank




Address:

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Attention: Charissa Toole

Telephone No.: (513) 534-3799

Facsimile No.: (513) 534-0319




U.S. BANK NATIONAL ASSOCIATION,

as a Conduit Purchaser




Address:

425 Walnut Street

CN-OH-W14S

Cincinnati, Ohio 45202

Attention: Matthew Kasper

Telephone No.: (513) 632 - 4226

Facsimile No.: (513) 632 - 2030




U.S. BANK NATIONAL ASSOCIATION,

as a Related Committed Purchaser for U.S. Bank National Association




Address:

425 Walnut Street

CN-OH-W14S

Cincinnati, Ohio 45202

Attention: Matthew Kasper

Telephone No.: (513) 632 - 4226

Facsimile No.: (513) 632 - 2030




Schedule IV-4









 





U.S. BANK NATIONAL ASSOCIATION,

as Purchaser Agent for U.S. Bank National Association




Address:

425 Walnut Street

CN-OH-W14S

Cincinnati, Ohio 45202

Attention: Matthew Kasper

Telephone No.: (513) 632 - 4226

Facsimile No.: (513) 632 - 2030




THE PRIVATEBANK AND TRUST COMPANY,

as a Conduit Purchaser




Address:

3423 Piedmont Road

Suite 300

Atlanta, Georgia 30305

Attention: Mark H. Veach

Telephone No.: (404) 926 - 2428

Facsimile No.: (404) 926 - 2444




THE PRIVATEBANK AND TRUST COMPANY,

as a Related Committed Purchaser for The PrivateBank and Trust Company




Address:

3423 Piedmont Road

Suite 300

Atlanta, Georgia 30305

Attention: Mark H. Veach

Telephone No.: (404) 926 - 2428

Facsimile No.: (404) 926 - 2444




THE PRIVATEBANK AND TRUST COMPANY,

as Purchaser Agent for The PrivateBank and Trust Company




Address:

3423 Piedmont Road

Suite 300

Atlanta, Georgia 30305

Attention: Mark H. Veach

Telephone No.: (404) 926 - 2428

Facsimile No.: (404) 926 - 2444




Schedule IV-5









 





THE HUNTINGTON NATIONAL BANK,

as a Conduit Purchaser




Address:

41 S. High Street

Columbus, Ohio 43287

Attention: Jeff Blendick

Telephone No.: (614) 480-4639

Facsimile No.: (877) 274-8593




THE HUNTINGTON NATIONAL BANK,

as a Related Committed Purchaser for The Huntington National Bank




Address:

41 S. High Street

Columbus, Ohio 43287

Attention: Jeff Blendick

Telephone No.: (614) 480-4639

Facsimile No.: (877) 274-8593




THE HUNTINGTON NATIONAL BANK,

as Purchaser Agent for The Huntington National Bank




Address:

41 S. High Street

Columbus, Ohio 43287

Attention: Jeff Blendick

Telephone No.: (614) 480-4639

Facsimile No.: (877) 274-8593




HERNING ENTERPRISES, INC.,

as Originator solely in recognition of Section 6.17




Address:

225 West Station Square Drive

Suite 700

Pittsburgh, Pennsylvania 15219

Attention: Vice President and Treasurer

Telephone: (412) 454-4220

Facsimile: (412) 454-2595




Schedule IV-6









 





SCHEDULE VII




SCHEDULED COMMITMENT TERMINATION DATE



PNC BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser for Market Street Funding LLC



Scheduled Commitment Termination Date: September 6, 2013




FIFTH THIRD BANK,

as a Related Committed Purchaser for Fifth Third Bank



Scheduled Commitment Termination Date: September 6, 2013




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser for Wells Fargo Bank, National Association



Scheduled Commitment Termination Date: September 6, 2013




U.S. BANK NATIONAL ASSOCIATION,

as a Related Committed Purchaser for U.S. Bank National Association



Scheduled Commitment Termination Date: September 6, 2013




THE PRIVATEBANK AND TRUST COMPANY,

as a Related Committed Purchaser for The PrivateBank and Trust Company



Scheduled Commitment Termination Date: September 6, 2013




THE HUNTINGTON NATIONAL BANK,

as a Related Committed Purchaser for The Huntington National Bank



Scheduled Commitment Termination Date: September 6, 2013





Schedule VII-1