EXECUTION VERSION 720482945 99551574 FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 27, 2016, is...
EXECUTION VERSION
720482945 99551574
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 27, 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. Concurrently herewith, the Seller, the Servicer and the Originators are entering
into that certain Third Amendment to 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. 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
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Agreement to “Sale Agreement” shall be deemed to be a reference to the Sale Agreement
as amended by the Purchase and Sale Agreement Amendment.
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 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 ▇▇▇▇▇ 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.
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
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).
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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.
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720482945 99551574 S-1 Fourth 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/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
WESCO DISTRIBUTION, INC.,
as Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
720482945 99551574 S-2 Fourth Amendment to
Fourth A&R RPA
PNC BANK, NATIONAL ASSOCIATION,
as a Committed Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Purchaser Agent for PNC Bank, National
Association
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
720482945 99551574 S-3 Fourth Amendment to
Fourth A&R RPA
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as a Committed Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Purchaser Agent for ▇▇▇▇▇
Fargo Bank, National Association
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
720482945 99551574 S-4 Fourth Amendment to
Fourth A&R RPA
FIFTH THIRD BANK, as a Committed Purchaser
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
FIFTH THIRD BANK,
as Purchaser Agent for Fifth Third Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
720482945 99551574 S-5 Fourth Amendment to
Fourth A&R RPA
THE HUNTINGTON NATIONAL BANK, as a
Committed Purchaser
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: V.P.
THE HUNTINGTON NATIONAL BANK,
as Purchaser Agent for The Huntington National
Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: V.P.
720482945 99551574 S-6 Fourth Amendment to
Fourth A&R RPA
LIBERTY STREET FUNDING LLC, as a Conduit
Purchaser
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA, as a Committed
Purchaser
By: /s/ ▇▇▇ Mou
Name: ▇▇▇ Mou
Title: Director & Execution Head
THE BANK OF NOVA SCOTIA, as Purchaser
Agent for The Bank of Nova Scotia and Liberty
Street Funding LLC
By: /s/ ▇▇▇ Mou
Name: ▇▇▇ Mou
Title: Director & Execution Head
720482945 99551574 S-7 Fourth Amendment to
Fourth A&R RPA
BRANCH BANKING AND TRUST COMPANY,
as a Committed Purchaser
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
BRANCH BANKING AND TRUST COMPANY,
as Purchaser Agent for Branch Banking and Trust
Company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
720482945 99551574 S-8 Fourth Amendment to
Fourth A&R RPA
U.S. BANK NATIONAL ASSOCIATION, as a
Committed Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP
U.S. BANK NATIONAL ASSOCIATION, as
Purchaser Agent for U.S. Bank National
Association
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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)