Hi-Line and Hill Country as new parties thereto.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each of the parties hereto hereby agrees as follows:
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SECTION 1.Definitions. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings assigned thereto in, or by
reference in, the Intercreditor Agreement.
SECTION 2.
Joinder of Hi-Line and Hill Country.
(a)
Hi-Line and Hill Country hereby agree that they shall be bound by all of
the terms, conditions and provisions of, and shall be deemed to be parties to
(as if they were original signatories to), the Intercreditor Agreement in the
capacity of Originators and Loan Parties thereunder. Hi-Line and Hill Country
hereby acknowledges that they have received a copy of the Intercreditor
Agreement.
(b)
Hi-Line and Hill Country's addresses for notices under the Intercreditor
Agreement shall be the following:
Hi-Line Utility Supply Company, LLC
c/o WESCO Distribution, Inc.
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Hill Country Electric Supply, L.P.
c/o WESCO Distribution, Inc.
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
(c)
Each of the parties hereto hereby consents to the joinder of Hi-Line and
Hill Country as parties to the Intercreditor Agreement, as set forth above. To
the extent that any consent of any party hereto is required under any other
agreement to which it is a party for any of the transactions to be effected
hereby, such party hereby grants such consent and waives any notice requirements
or condition precedent to the effectiveness of any such transactions set forth
in any agreement to which it is a party that has not been satisfied as of the
date hereof.
SECTION 3.
GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE PARTIES
HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT.
SECTION 4.
WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND
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THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN
ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE
PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS