SIXTH AMENDMENT TO SECOND AMENDED
AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS SIXTH
AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT (this “ Amendment ”) dated as of
October 4, 2005, 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 WACHOVIA CAPITAL
MARKETS, LLC (as successor to Wachovia Securities, Inc.), as
Administrator (the “ Administrator
”).
1. The
Seller, Servicer, each Purchaser, each Purchaser Agent and the
Administrator are parties to the Second Amended and Restated
Receivables Purchase Agreement dated as of September 2, 2003
(as amended through the date hereof, the “Agreement”);
and
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 Agreement . The Agreement is hereby
amended as follows:
2.1 The definition
of “NED Division” set forth in Exhibit I to
the Agreement is hereby amended and restated in its entirety as
follows:
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“
NED Division ” means (i) each of the following
branches of WESCO or Wesco Equity Corporation, as applicable, for
so long as they do not use the ENDURA System: (a) Brown
Electric, (b) Bruckner International Group-Houston,
(c) Bruckner Supply, (d) Coghlin Electric, (e) IES
(Birmingham), (f) Reily-Tri-City-Ies (Mobile) and
(g) Whitehill Electric; (ii) Carlton-Bates Company; and
(iii) Carlton-Bates Company of Texas, L.P.
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2.2 The definition
of “Purchase Limit” set forth in Exhibit I
to the Agreement is hereby amended by deleting the amount
“$350,000,000” therein and substituting the amount
“$400,000,000” therefor.
2.3 The Commitment
with respect to Fifth Third Bank, as a Related Committed Purchaser,
as set forth on Fifth Third Bank’s signature page to the
Agreement, is hereby
1
amended by
deleting the amount “$75,000,000” therein and
substituting the amount “$87,500,000”
therefor.
2.4 The Commitment
with respect to General Electric Capital Corporation, as a Related
Committed Purchaser, as set forth on General Electric Capital
Corporation’s signature page to the Agreement, is hereby
amended by deleting the amount “$75,000,000” therein
and substituting the amount “$85,000,000”
therefor.
2.5 The Commitment
with respect to PNC Bank, National Association, as a Related
Committed Purchaser, as set forth on PNC Bank, National
Association’s signature page to the Agreement, is hereby
amended by deleting the amount “$65,000,000” therein
and substituting the amount “$77,500,000”
therefor.
2.6 The Commitment
with respect to Wachovia Bank, National Association, as a Related
Committed Purchaser, as set forth on Wachovia Bank, National
Association’s signature page to the Agreement, is hereby
amended by deleting the amount “$135,000,000” therein
and substituting the amount “$150,000,000”
therefor.
3.
Representations and Warranties . The Seller and
Servicer hereb
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