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-10.2 - EXHIBIT 10.2 - WESCO INTERNATIONAL INC | ex102secondamend4tharrpa.htm |
| EX-10.1 - EXHIBIT 10.1 - WESCO INTERNATIONAL INC | ex101firstamend4tharrpa.htm |
EXECUTION VERSION
720442457 99551574
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 10, 2016, 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 definition of “Excluded Receivable” set forth in Exhibit I to the
Agreement is replaced in its entirety with the following:
“Excluded Receivable” means any Receivable (without giving
effect to the exclusion of “Excluded Receivables” from the definition
thereof) (i) owed by an Obligor not a resident of the United States and
denominated in a currency other than U.S. dollars, (ii) originated by the
Tampa Major Projects Branch, identified on WESCO’s system as Branch
No. 3840, (iii) originated by Communications Supply Corporation, the
Obligor of which is The Stanley Works Co., (iv) originated by an
Originator, the Obligor of which is Siemens AG or any Subsidiary thereof,
(v) originated by an Originator, the Obligor of which is any of Stanley
Black & Decker, Inc., Thomson Reuters Corporation, Bayer AG or any
Subsidiary thereof, Caterpillar Inc. or any Subsidiary thereof, Kraft Heinz
Company or any Subsidiary thereof, Bombardier Inc. or any Subsidiary
thereof, Mondelez International Inc. or any Subsidiary thereof or Atlas
Copco Drilling Solutions LLC or any Subsidiary thereof or (vi) originated
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by an Originator, the Obligor of which is United States Steel Corporation
or any Subsidiary thereof.
(b) The following proviso is added to the end of Section 1(i) of Exhibit IV to
the Agreement:
; provided that the Seller may permit collections relating to
Excluded Receivables 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.
(c) The following proviso is added to the end of Section 2(h) of Exhibit IV to
the Agreement:
; provided that the Servicer may permit collections relating to
Excluded Receivables 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 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
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
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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
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]
720442457 99551574 S-1 Third Amendment to
Fourth A&R RPA
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 M. Begg
Title: Treasurer
WESCO DISTRIBUTION, INC.,
as Servicer
By: /s/ Brian M. Begg
Name: Brian M. Begg
Title: Treasurer
720442457 99551574 S-2 Third Amendment to
Fourth A&R RPA
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
720442457 99551574 S-3 Third Amendment to
Fourth A&R RPA
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
720442457 99551574 S-4 Third Amendment to
Fourth A&R RPA
FIFTH THIRD BANK, as a Committed Purchaser
By: /s/ Brian Gardner
Name: Brian Gardner
Title: Director
FIFTH THIRD BANK,
as Purchaser Agent for Fifth Third Bank
By: /s/ Brian Gardner
Name: Brian Gardner
Title: Director
720442457 99551574 S-5 Third Amendment to
Fourth A&R RPA
THE HUNTINGTON NATIONAL BANK, as a
Committed Purchaser
By: /s/ John Whetstone
Name: John Whetstone
Title: V.P.
THE HUNTINGTON NATIONAL BANK,
as Purchaser Agent for The Huntington National
Bank
By: /s/ John Whetstone
Name: John Whetstone
Title: V.P.
720442457 99551574 S-6 Third Amendment to
Fourth A&R RPA
LIBERTY STREET FUNDING LLC, as a Conduit
Purchaser
By: /s/ Jill A. Russo
Name: Jill A. Russo
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
720442457 99551574 S-7 Third Amendment to
Fourth A&R RPA
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
720442457 99551574 S-8 Third Amendment to
Fourth A&R RPA
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