Attached files
| file | filename |
|---|---|
| EX-10.4 - EXHIBIT 10.4 - WESCO INTERNATIONAL INC | ex104fourthamend4tharrpa.htm |
| 10-Q - FORM 10-Q - WESCO INTERNATIONAL INC | wccform10-qq22016.htm |
| EX-32.2 - EXHIBIT 32.2 - WESCO INTERNATIONAL INC | wcc06302016ex322.htm |
| EX-32.1 - EXHIBIT 32.1 - WESCO INTERNATIONAL INC | wcc06302016ex321.htm |
| EX-31.2 - EXHIBIT 31.2 - WESCO INTERNATIONAL INC | wcc06302016ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - WESCO INTERNATIONAL INC | wcc06302016ex311.htm |
| EX-10.3 - EXHIBIT 10.3 - WESCO INTERNATIONAL INC | ex103thirdamend4tharrpa.htm |
| EX-10.2 - EXHIBIT 10.2 - WESCO INTERNATIONAL INC | ex102secondamend4tharrpa.htm |
EXECUTION VERSION
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FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 18,
2015, 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. Concurrently herewith, the Seller, the Servicer and the Originators are entering
into that certain First Amendment to the Amended and Restated Purchase and Sale Agreement
(the “Purchase and Sale Agreement Amendment”), dated as of the date hereof.
3. Concurrently herewith, the Seller, the Administrator, JPMorgan Chase Bank,
N.A., Credit Suisse AG, Cayman Islands Branch, the Seller, WESCO and the Originators are
entering into that certain Joinder Agreement (the “Intercreditor Joinder”), dated as of the date
hereof.
4. 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 definition of “Exception Account Conditions” set forth in Exhibit I to
the Agreement is replaced in its entirety with the following:
“Exception Account Conditions” means (a) with respect to the
Frost Bank Lock-Box Account, the Frost Bank Conditions, (b) with
respect to the TD Special Account, the TD Special Account Conditions
and (c) with respect to each other Exception Account, (i) the amount of
Collections received in (A) such Exception Account during each calendar
month does not exceed $10,000,000 and (B) all Exception Accounts, in
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the aggregate, during each calendar month does not exceed $15,000,000,
(ii) no Termination Event has occurred and is continuing and (iii) all
Collections received in such Exception Account are being automatically
transferred directly to a Lock-Box Account (other than an Exception
Account) no later than one (1) Business Day following receipt thereof.
(b) The following new defined terms are added to Exhibit I of the Agreement
in appropriate alphabetical order:
“TD Special Account” means that account number 8252028846
maintained at TD Bank and identified in the Lock-Box Schedule Letter
Agreement.
“TD Special Account Conditions” means, at any time of
determination, the satisfaction of each of the following conditions: (a)
after April 1, 2016, the TD Special Account is maintained in the name of
the Seller, (b) after April 1, 2016, no funds other than Collections on
Receivables originated by Needham Electric Supply Corporation are being
remitted to the TD Special Account, (c) the amount of Collections
received in the TD Special Account during each calendar month does not
exceed $10,000,000 in the aggregate, (d) no Termination Event has
occurred and is continuing and (e) all Collections received in the TD
Special Account are being automatically transferred directly to a Lock-
Box Account not subject to Exception Account Conditions no later than
one (1) Business Day following receipt thereof.
3. Consents.
(a) Each of the parties hereto hereby consents to the execution, delivery and
performance of the Intercreditor Joinder, a copy of which is attached hereto as Exhibit A.
On and after the date hereof, each reference in the Agreement to the “Intercreditor
Agreement” shall be deemed to be a reference to the Intercreditor Agreement as amended
by the Intercreditor Joinder.
(b) Each of the parties hereto hereby consents to the execution, delivery and
performance of the Purchase and Sale Agreement Amendment, a copy of which is
attached hereto as Exhibit B. On and after the date hereof, each reference in the
Agreement to “Sale Agreement” shall be deemed to be a reference to the Sale Agreement
as amended by the Purchase and Sale Agreement Amendment.
4. 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 are true and correct as of the date hereof.
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(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.
5. 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.
6. 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: (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 Purchase and Sale Agreement Amendment (whether by
facsimile or otherwise) executed by each of the parties thereto, in form and substance
satisfactory to the Administrator in its sole discretion, (C) counterparts of the Intercreditor
Joinder (whether by facsimile or otherwise) executed by each of the parties thereto, in form and
substance reasonably satisfactory to the Administrator, (D) favorable opinions, in form and
substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Jones Day,
counsel for Seller and the Originators, as to certain UCC, bankruptcy and general corporate and
enforceability matters (including certain conflicts matters) and (E) such other agreements,
documents, instruments and opinions as the Administrator may request.
7. 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.
8. Governing Law; Jurisdiction.
8.1 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).
8.2 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
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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.
9. 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]
S-1 First Amendment to WESCO 4th A&R RPA
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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/ Brian M. Begg
Name: Brian Begg
Title: Treasurer
WESCO DISTRIBUTION, INC.,
as Servicer
By: /s/ Brian M. Begg
Name: Brian Begg
Title: Treasurer
S-2 First Amendment to WESCO 4th A&R RPA
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PNC BANK, NATIONAL ASSOCIATION,
as a Committed Purchaser
By: /s/ Michael Brown
Name: Michael Brown
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Purchaser Agent for PNC Bank, National
Association
By: /s/ Michael Brown
Name: Michael Brown
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By: /s/ Michael Brown
Name: Michael Brown
Title: Senior Vice President
S-3 First Amendment to WESCO 4th A&R RPA
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WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Committed 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
S-4 First Amendment to WESCO 4th A&R RPA
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FIFTH THIRD BANK, as a Committed Purchaser
By: /s/ Andrew D. Jones
Name: Andrew D. Jones
Title: Director
FIFTH THIRD BANK,
as Purchaser Agent for Fifth Third Bank
By: /s/ Andrew D. Jones
Name: Andrew D. Jones
Title: Director
S-5 First Amendment to WESCO 4th A&R RPA
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THE HUNTINGTON NATIONAL BANK, as a
Committed Purchaser
By: /s/ Michael Kiss
Name: Michael Kiss
Title: Vice President
THE HUNTINGTON NATIONAL BANK,
as Purchaser Agent for The Huntington National
Bank
By: /s/ Michael Kiss
Name: Michael Kiss
Title: Vice President
S-6 First Amendment to WESCO 4th A&R RPA
718465941 99551574
LIBERTY STREET FUNDING LLC, as a Conduit
Purchaser
By: /s/ John L. Fridlington
Name: John L. Fridlington
Title: Vice President
THE BANK OF NOVA SCOTIA, as a Committed
Purchaser
By: /s/ Paula J. Czach
Name: Paula J. Czach
Title: Managing Director
THE BANK OF NOVA SCOTIA, as Purchaser
Agent for The Bank of Nova Scotia and Liberty
Street Funding LLC
By: /s/ Paula J. Czach
Name: Paula J. Czach
Title: Managing Director
S-7 First Amendment to WESCO 4th A&R RPA
718465941 99551574
BRANCH BANKING AND TRUST COMPANY,
as a Committed Purchaser
By: /s/ John K. Perez
Name: John K. Perez
Title: Senior Vice President
BRANCH BANKING AND TRUST COMPANY,
as Purchaser Agent for Branch Banking and Trust
Company
By: /s/ John K. Perez
Name: John K. Perez
Title: Senior Vice President
S-8 First Amendment to WESCO 4th A&R RPA
718465941 99551574
U.S. BANK NATIONAL ASSOCIATION, as a
Committed Purchaser
By: /s/ William Patton
Name: William Patton
Title: VP
U.S. BANK NATIONAL ASSOCIATION, as
Purchaser Agent for U.S. Bank National
Association
By: /s/ William Patton
Name: William Patton
Title: VP
Exhibit A-1
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EXHIBIT A
Intercreditor Joinder
(attached)
Exhibit B-1
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EXHIBIT B
Purchase and Sale Agreement Amendment
(attached)