SEVENTH AMENDMENT TO SECOND
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
This SEVENTH
AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT (this “ Amendment ”), dated as of
December 29, 2006, 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 .
(a)
Section 1.1 of the Agreement is hereby amended by
adding a new paragraph (c) thereto to read as
follows:
(c) The
Seller may, upon 30 days’ (but not greater than
45 days’) prior written notice to the Administrator and
each Purchaser Agent, repay in whole (but not in part) the entire
Aggregate Investment (and all accrued and unpaid Discount thereon)
by making a cash payment of such amount to the Purchaser Agents for
the benefit of the related Purchasers. Such payments shall be made
to the applicable Purchaser Agents for the ratable benefit of the
related Purchasers (ratably based on the Investments outstanding at
such time) and the Investment (and accrued and unpaid Discount) of
each Purchaser shall only be deemed to be reduced by such payment
when such payment is finally so paid to such Purchaser in full in
cash. All payments as repayments made pursuant to this paragraph
shall be subject to any applicable Termination Fee payable to any
Purchaser at such time in connection therewith.
(b)
Schedule II to the Agreement is hereby amended and
restated in its entirety as attached hereto.
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. After this Amendment
b
