NINTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.46
EXECUTION COPY

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

     THIS NINTH AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of January 29, 2009, 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”).

RECITALS

     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. Amendment to the Agreement. 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. On and after the Effective Date, 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 date (the “Effective Date”) on which the Administrator receives each of the following: (i) 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, (ii) counterparts of that certain Sixth Amendment to Lock-Box Service Agreement, dated as of the date hereof, among the Seller, the Servicer, the Administrator and each Purchaser Agent (whether by facsimile or otherwise) executed by each of the parties thereto, in form and substance satisfactory to the Administrator in its sole discretion, (iii) counterparts of that certain First Amendment to Lockbox Service Agreement, dated as of the date hereof, among the Seller, the Servicer, the Administrator and each Purchaser Agent (whether by facsimile or otherwise) executed by each of the parties thereto, in form and substance satisfactory to the Administrator in its sole discretion and (iv) such other agreements, documents and instruments as the Administrator shall 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).

     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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2

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

		WESCO RECEIVABLES CORP.
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Treasurer
		WESCO DISTRIBUTION, INC., as Servicer
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Treasurer

NINTH AMENDMENT
TO WESCO 2^ND A&R RPA

S-1

		WACHOVIA CAPITAL MARKETS, LLC,
		as Administrator
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxx
		Title:		Vice President

NINTH AMENDMENT
TO WESCO 2^ND A&R RPA

S-2

		THE CONDUIT PURCHASERS AND THE
		PURCHASER AGENTS:
		MARKET STREET FUNDING LLC (as successor
		to Market Street Funding Corporation),
		as a Conduit Purchaser
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Vice President
		PNC BANK, NATIONAL ASSOCIATION,
		as Purchaser Agent for Market Street Funding LLC
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President

NINTH AMENDMENT
TO WESCO 2^ND A&R RPA

S-3

		GENERAL ELECTRIC CAPITAL
		CORPORATION, as a Conduit Purchaser
		By:		/s/ Xxxxx XxXxxxxx
		Name:		Xxxxx XxXxxxxx
		Title:		Its Duly Authorized Signatory
		GENERAL ELECTRIC CAPITAL
		CORPORATION, as Purchaser Agent for General
		Electric Capital Corporation
		By:		/s/ Xxxxx XxXxxxxx
		Name:		Xxxxx XxXxxxxx
		Title:		Its Duly Authorized Signatory

NINTH AMENDMENT
TO WESCO 2^ND A&R RPA

S-4

		VARIABLE FUNDING CAPITAL COMPANY
		LLC, as a Conduit Purchaser
		By:		Wachovia Capital Markets, LLC,
				as Attorney in Fact
		By:		/s/ Xxxxxxx X. Xxxxxx, Xx.
		Name:		Xxxxxxx X. Xxxxxx, Xx.
		Title:		Director
		WACHOVIA BANK, NATIONAL
		ASSOCIATION, as Purchaser Agent for
		Variable Funding Capital Company LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxx
		Title:		Vice President

NINTH AMENDMENT
TO WESCO 2^ND A&R XXX

X-0

		FIFTH THIRD BANK, as a Conduit Purchaser
		By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Assistant Vice President
		FIFTH THIRD BANK,
		as Purchaser Agent for Fifth Third Bank
		By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Assistant Vice President

NINTH AMENDMENT
TO WESCO 2^ND A&R RPA

S-6

		THE RELATED COMMITTED PURCHASERS:
		PNC BANK, NATIONAL ASSOCIATION,
		as a Related Committed Purchaser for Market Street
		Funding LLC
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President

NINTH AMENDMENT
TO WESCO 2^ND A&R XXX

X-0

		FIFTH THIRD BANK, as a Related Committed
		Purchaser for Fifth Third Bank
		By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Assistant Vice President

NINTH AMENDMENT
TO WESCO 2^ND A&R RPA

S-8

		GENERAL ELECTRIC CAPITAL
		CORPORATION, as a Related Committed
		Purchaser for General Electric Capital Corporation
		By:		/s/ Xxxxx XxXxxxxx
		Name:		Xxxxx XxXxxxxx
		Title:		Its Duly Authorized Signatory

NINTH AMENDMENT
TO WESCO 2^ND A&R RPA

S-9

		WACHOVIA BANK, NATIONAL
		ASSOCIATION, as a Related Committed Purchaser
		for Variable Funding Capital Company LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxx
		Title:		Vice President

NINTH AMENDMENT
TO WESCO 2^ND A&R RPA

S-10

SCHEDULE II

LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS

Lock-Box		Bank		Title		Account
642728		XXX Bank		Control Corp. of America		XXXX5943
641447		XXX Bank		Pittsburgh Lockbox		XXXX5943
643582		XXX Bank		Liberty Electric Inc.		XXXX5943
642432		XXX Bank		Xxxxx Xxxxx		XXXX5943
642526		XXX Bank		Xxxxxxx (CCA NE)		XXXX5943
642565		XXX Bank		Xxxxxxxx Supply		XXXX7857
676814		XXX Bank		Xxxxxxx Xxxxx TX		XXXX5943
676780		XXX Bank		Xxxxx Electric		XXXX5943
676504		XXX Bank		Xxxxxxxx International		XXXX5943
676182		XXX Bank		Xxxxxxx-Xxxxx		XXXX5943
771751		XXX Bank		WESCO Distribution Inc		XXXX5943
802578		XXX Bank		WESCO Distribution Inc		XXXX5943
773154		XXX Bank		Fastec		XXXX5943
825089		XXX Bank		Bala cynwyd		XXXX5943
827765		XXX Bank		Avon Division		XXXX5943
910465		XXX Bank		WESCO Distribution Inc		XXXX5943
530409		XXX Bank		Int’l Structures		XXXX5943
534529		XXX Bank		Monti Electric		XXXX5943
773462		XXX Bank		Communications Supply Corp		XXXX0783
773453		XXX Bank		Liberty Wire & Cable		XXXX0767
644420		XXX Bank		Xxxxxxx Wire Cable		XXXX0775
644430		XXX Bank		CBC Connect		XXXX5943
633718		XXX Bank		WESCO Distribution Inc		XXXX7712
92488		XXX Bank		WESCO Receivables Corp. for the benefit of Wachovia Capital Markets, LLC, as Administrator for and on behalf of certain parties		XXXX6685
931649		XXX Bank		WESCO Receivables Corp. for the benefit of Wachovia Capital Markets, LLC, as Administrator for and on behalf of certain parties		XXXX0407
92489		XXX Bank		WESCO Receivables Corp. for the benefit of Wachovia Capital Markets, LLC, as Administrator for and on behalf of certain parties		XXXX6677

Sch. II-1

Lock-Box		Bank		Title		Account
3050		XXX Bank		WESCO Receivables Corp. for the benefit of Wachovia Capital Markets, LLC, as Agent for and on behalf of certain parties		XXXX5408
3187		XXX Bank		WESCO Receivables Corp. for the benefit of Wachovia Capital Markets, LLC, as Agent for and on behalf of certain parties		XXXX4545

Sch. II-2