as Seller,
as Servicer,
as Administrator
Clause | Page | |||
ARTICLE I. AMOUNTS AND TERMS OF THE PURCHASES | 2 | |||
Section 1.1. Purchase Facility | 2 | |||
Section 1.2. Making Purchases | 3 | |||
Section 1.3. Purchased Interest Computation | 5 | |||
Section 1.4. Settlement Procedures | 5 | |||
Section 1.5. Fees | 10 | |||
Section 1.6. Payments and Computations, Etc | 10 | |||
Section 1.7. Increased Costs | 10 | |||
Section 1.8. Requirements of Law | 11 | |||
Section 1.9. Inability to Determine Euro-Rate or LMIR | 12 | |||
Section 1.10. Extension of Termination Date | 13 | |||
Section 1.11. Increase in Commitments | 13 | |||
ARTICLE II. REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS | 15 | |||
Section 2.1. Representations and Warranties; Covenants | 15 | |||
Section 2.2. Termination Events | 15 | |||
ARTICLE III. INDEMNIFICATION | 15 | |||
Section 3.1. Indemnities by the Seller | 15 | |||
Section 3.2. Indemnities by the Servicer | 17 | |||
ARTICLE IV. ADMINISTRATION AND COLLECTIONS | 17 | |||
Section 4.1. Appointment of the Servicer | 17 | |||
Section 4.2. Duties of the Servicer | 18 | |||
Section 4.3. Lock-Box Account Arrangements | 19 | |||
Section 4.4. Enforcement Rights | 20 | |||
Section 4.5. Responsibilities of the Seller | 21 | |||
Section 4.6. Servicing Fee | 21 | |||
ARTICLE V. THE AGENTS | 21 | |||
Section 5.1. Appointment and Authorization | 21 | |||
Section 5.2. Delegation of Duties | 22 | |||
Section 5.3. Exculpatory Provisions | 23 | |||
Section 5.4. Reliance by Agents | 23 | |||
Section 5.5. [Intentionally Omitted] | 24 | |||
Section 5.6. Notice of Termination Events | 24 | |||
Section 5.7. Non-Reliance on Administrator, Purchaser Agents and Other Purchasers | 24 | |||
Section 5.8. Administrators and Affiliates | 24 | |||
Section 5.9. Indemnification | 25 |
Clause | Page | |||
Section 5.10. Successor Administrator | 25 | |||
ARTICLE VI. MISCELLANEOUS | 25 | |||
Section 6.1. Amendments, Etc | 25 | |||
Section 6.2. Notices, Etc | 26 | |||
Section 6.3. Successors and Assigns; Participations; Assignments | 26 | |||
Section 6.4. Costs, Expenses and Taxes | 28 | |||
Section 6.5. No Proceedings; Limitation on Payments | 29 | |||
Section 6.6. GOVERNING LAW AND JURISDICTION | 29 | |||
Section 6.7. Execution in Counterparts | 29 | |||
Section 6.8. Survival of Termination | 30 | |||
Section 6.9. WAIVER OF JURY TRIAL | 30 | |||
Section 6.10. Sharing of Recoveries | 30 | |||
Section 6.11. Right of Setoff | 30 | |||
Section 6.12. Entire Agreement | 30 | |||
Section 6.13. Headings | 30 | |||
Section 6.14. Purchaser Groups’ Liabilities | 31 | |||
Section 6.15. Pledge to a Federal Reserve Bank | 31 | |||
Section 6.16. [Intentionally Omitted] | 31 | |||
Section 6.17. Waiver | 31 |
-ii-
(continued)
EXHIBIT I | Definitions | |
EXHIBIT II | Conditions Precedent | |
EXHIBIT III | Representations and Warranties | |
EXHIBIT IV | Covenants | |
EXHIBIT V | Termination Events | |
SCHEDULE I | Credit and Collection Policy | |
SCHEDULE II | Lock-Box Banks and Lock-Box Accounts | |
SCHEDULE III | Trade Names | |
SCHEDULE IV | Notice Information | |
SCHEDULE V | Fixed Charge Coverage Ratio Definitions | |
SCHEDULE VI | Commitments and Closing Date Investment Amount (after giving effect to non-pro rata fundings and paydowns on the Closing Date) | |
SCHEDULE VII | Scheduled Commitment Termination Date | |
ANNEX A | Form of Information Package | |
ANNEX B | Form of Purchase Notice | |
ANNEX C | List of Special Obligors | |
ANNEX D | Form of Assumption Agreement | |
ANNEX E | Form of Transfer Supplement |
NOTE: | Schedule II and annexes are omitted and will be furnished supplementally to the Securities and Exchange Commission upon request. |
iii
AMOUNTS AND TERMS OF THE PURCHASES
2
3
4
5
6
7
8
9
10
11
12
13
14
REPRESENTATIONS AND WARRANTIES; COVENANTS;
TERMINATION EVENTS
INDEMNIFICATION
15
16
ADMINISTRATION AND COLLECTIONS
17
18
19
20
THE AGENTS
21
22
23
24
MISCELLANEOUS
25
26
27
28
29
30
31
32
WESCO RECEIVABLES CORP., as Seller | ||||||
By: Name: | /s/ Daniel Brailer | |||||
Title: | Treasurer | |||||
WESCO DISTRIBUTION, INC., as Servicer | ||||||
By: Name: | /s/ Daniel Brailer | |||||
Title: | Vice President & Treasurer |
Receivables Purchase Agreement
S-1
MARKET STREET FUNDING LLC, as a Conduit Purchaser | ||||||
By: Name: | /s/ Doris J. Hearn | |||||
Title: | Vice President | |||||
PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent for Market Street Funding LLC | ||||||
By: Name: | /s/ William P. Falcon | |||||
Title: | Vice President | |||||
PNC BANK, NATIONAL ASSOCIATION, as Administrator | ||||||
By: Name: | /s/ William P. Falcon | |||||
Title: | Vice President |
Receivables Purchase Agreement
S-2
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Conduit Purchaser | ||||||
By: Name: | /s/ Eero H. Maki | |||||
Title: | Director | |||||
WACHOVIA BANK, NATIONAL ASSOCIATION, as Purchaser Agent for Wachovia Bank, National Association | ||||||
By: Name: | /s/ Eero H. Maki | |||||
Title: | Director |
Receivables Purchase Agreement
S-3
FIFTH THIRD BANK, as a Conduit Purchaser | ||||||
By: Name: | /s/ Robert O. Finley | |||||
Title: | Vice President | |||||
FIFTH THIRD BANK, as Purchaser Agent for Fifth Third Bank | ||||||
By: Name: | /s/ Robert O. Finley | |||||
Title: | Vice President |
Receivables Purchase Agreement
S-4
U.S. BANK NATIONAL ASSOCIATION, as a Conduit Purchaser | ||||||
By: Name: | /s/ Matt Kasper | |||||
Title: | Assistant Vice President | |||||
U.S. BANK NATIONAL ASSOCIATION, as Purchaser Agent for U.S. Bank National Association | ||||||
By: Name: | /s/ Matt Kasper | |||||
Title: | Assistant Vice President |
Receivables Purchase Agreement
S-5
THE PRIVATEBANK AND TRUST COMPANY, as a Conduit Purchaser | ||||||
By: Name: | /s/ Zennie W. Lynch Jr. | |||||
Title: | Associate Managing Director | |||||
THE PRIVATEBANK AND TRUST COMPANY, as Purchaser Agent for The PrivateBank and Trust Company | ||||||
By: Name: | /s/ Zennie W. Lynch Jr. | |||||
Title: | Associate Managing Director |
Receivables Purchase Agreement
S-6
THE HUNTINGTON NATIONAL BANK, as a Conduit Purchaser | ||||||
By: Name: | /s/ Jeff D. Blendick | |||||
Title: | Vice President | |||||
THE HUNTINGTON NATIONAL BANK, as Purchaser Agent for The Huntington National Bank | ||||||
By: Name: | /s/ Jeff D. Blendick | |||||
Title: | Vice President |
Receivables Purchase Agreement
S-7
THE RELATED COMMITTED PURCHASERS: | ||||||
PNC BANK, NATIONAL ASSOCIATION, as a Related Committed Purchaser for Market Street Funding LLC | ||||||
By: Name: | /s/ David B. Thayer | |||||
Title: | Vice President |
Receivables Purchase Agreement
S-8
FIFTH THIRD BANK, as a Related Committed Purchaser for Fifth Third Bank | ||||||
By: Name: | /s/ Robert O. Finley | |||||
Title: | Vice President |
Receivables Purchase Agreement
S-9
WACHOVIA BANK, NATIONAL ASSOCIATION, as Related Committed Purchaser for Wachovia Bank, National Association | ||||||
By: Name: | /s/ Eero H. Maki | |||||
Title: | Director |
Receivables Purchase Agreement
S-10
U.S. BANK NATIONAL ASSOCIATION, as a Related Committed Purchaser for U.S. Bank National Association | ||||||
By: Name: | /s/ Matt Kasper | |||||
Title: | Assistant Vice President |
Receivables Purchase Agreement
S-11
THE PRIVATEBANK AND TRUST COMPANY, as a Related Committed Purchaser for The PrivateBank and Trust Company | ||||||
By: Name: | /s/ Zennie W. Lynch Jr. | |||||
Title: | Associate Managing Director |
Receivables Purchase Agreement
S-12
THE HUNTINGTON NATIONAL BANK, as a Related Committed Purchaser for The Huntington National Bank | ||||||
By: Name: | /s/ Jeff D. Blendick | |||||
Title: | Vice President | |||||
Title: | ||||||
Receivables Purchase Agreement
S-13
ORIGINATOR: | ||||||
HERNING ENTERPRISES, INC., as Originator solely in respect of Section 6.17 | ||||||
By: Name: | /s/ Daniel Brailer | |||||
Title: | Treasurer |
Receivables Purchase Agreement
S-14
DEFINITIONS
I-1
I-2
I-3
I-4
I-5
I-6
YR | = | the “Yield Rate” as defined herein, for such Portion of Investment for such Yield Period with respect to such Purchaser, | ||||
AYR | = | the “Alternate Yield Rate” as defined herein, for such Portion of Investment for such Yield Period with respect to such Purchaser, | ||||
I | = | the Investment with respect to such Portion of Investment during such Yield Period with respect to such Purchaser, | ||||
CPR | = | the CP Rate for the Portion of Investment for such Yield Period with respect to such Purchaser, | ||||
ED | = | the actual number of days during such Yield Period, | ||||
Year | = | if such Portion of Investment is funded based upon: (i) the Euro-Rate or the LMIR, 360 days, and (ii) the Base Rate, 365 or 366 days, as applicable, and |
I-7
TF | = | the Termination Fee, if any, for the Portion of Investment for such Yield Period with respect to such Purchaser; |
I-8
I-9
Average of London interbank offered rates quoted by BBA | ||||
as shown on Reuters Screen display page LIBOR01 | ||||
or appropriate successor | ||||
Euro-Rate = | ||||
I-10
I-11
I-12
I-13
I-14
I-15
Aggregate Investment + Total Reserves |
I-16
I-17
I-18
I-19
I-20
I-21
I-22
II-1
II-2
II-3
III-1
III-2
III-3
III-4
III-5
III-6
IV-1
IV-2
IV-3
IV-4
IV-5
IV-6
IV-7
IV-8
IV-9
IV-10
IV-11
V-1
V-2
V-3
Pittsburgh, PA 15219
Attn: Vice President and Treasurer
Telephone: (412) 454-4220
Facsimile: (412) 454-2515
as Seller
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Attention: Vice President and Treasurer
Telephone: (412) 454-4220
Facsimile: (412) 454-2595
as Servicer
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Attention: Vice President and Treasurer
Telephone: (412) 454-4220
Facsimile: (412) 454-2595
as Administrator
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention: William Falcon
Telephone No.: (412) 762-5442
Facsimile No.: (412) 762-9184
as a Conduit Purchaser
Market Street Funding LLC
c/o AMACAR Group, L.L.C.
Schedule IV-1
Charlotte, North Carolina 28211
Attention: Douglas K. Johnson
Telephone No.: (704) 365-0569
Facsimile No.: (704) 365-1362
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention: William Falcon
Telephone No.: (412) 762-5442
Facsimile No.: (412) 762-9184
as Purchaser Agent for Market Street Funding LLC
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention: William Falcon
Telephone No.: (412) 762-5442
Facsimile No.: (412) 762-9184
as a Related Committed Purchaser for Market Street
Funding LLC
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention: William Falcon
Telephone No: (412) 762-5442
Facsimile No.: (412) 762-9184
Schedule IV-2
as a Conduit Purchaser
191 Peachtree Street, 22nd Floor
GA-8047
Atlanta, Georgia 30303
Attention: Michael Landry
Telephone No.: (404) 214-6388
Facsimile No.: (404) 214-5481
as a Related Committed Purchaser for Wachovia Bank, National Association
191 Peachtree Street, 22nd Floor
GA-8047
Atlanta, Georgia 30303
Attention: Michael Landry
Telephone No.: (404) 214-6388
Facsimile No.: (404) 214-5481
as Purchaser Agent for Wachovia Bank, National Association
191 Peachtree Street, 22nd Floor
GA-8047
Atlanta, Georgia 30303
Attention: Michael Landry
Telephone No.: (404) 214-6388
Facsimile No.: (404) 214-5481
as a Conduit Purchaser
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attention: Andrew Jones
Telephone No.: (513) 534-0836
Facsimile No.: (513) 534-0319
Schedule IV-3
as a Related Committed Purchaser for Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attention: Robert Finley
Telephone No.: (513) 534-4870
Facsimile No.: (513) 579-4270
as Purchaser Agent for Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attention: Charissa Toole
Telephone No.: (513) 534-3799
Facsimile No.: (513) 534-0319
as a Conduit Purchaser
425 Walnut Street
CN-OH-W14S
Cincinnati, OH 45202
Attention: Matthew Kasper
Telephone No.: (513) 632-4226
Facsimile No.: (513) 632-2030
as a Related Committed Purchaser for U.S. Bank National Association
425 Walnut Street
CN-OH-W14S
Cincinnati, OH 45202
Attention: Matthew Kasper
Telephone No.: (513) 632-4226
Facsimile No.: (513) 632-2030
Schedule IV-4
as Purchaser Agent for U.S. Bank National Association
425 Walnut Street
CN-OH-W14S
Cincinnati, OH 45202
Attention: Matthew Kasper
Telephone No.: (513) 632-4226
Facsimile No.: (513) 632-2030
as a Conduit Purchaser
3423 Piedmont Road
Suite 300
Atlanta, GA 30305
Attention: Zennie W. Lynch
Telephone No.: (404) 926-2449
Facsimile No.: (404) 926-2444
as a Related Committed Purchaser for The PrivateBank and Trust Company
3423 Piedmont Road
Suite 300
Atlanta, GA 30305
Attention: Zennie W. Lynch
Telephone No.: (404) 926-2449
Facsimile No.: (404) 926-2444
as Purchaser Agent for The PrivateBank and Trust Company
3423 Piedmont Road
Suite 300
Atlanta, GA 30305
Attention: Zennie W. Lynch
Telephone No.: (404) 926-2449
Schedule IV-5
as a Conduit Purchaser
41 S. High Street
Columbus, OH 43287
Attention: Jeff Blendick
Telephone No.: (614) 480-4639
Facsimile No.: (877) 274-8593
as a Related Committed Purchaser for The Huntington National Bank
41 S. High Street
Columbus, OH 43287
Attention: Jeff Blendick
Telephone No.: (614) 480-4639
Facsimile No.: (877) 274-8593
as Purchaser Agent for The Huntington National Bank
41 S. High Street
Columbus, OH 43287
Attention: Jeff Blendick
Telephone No.: (614) 480-4639
Facsimile No.: (877) 274-8593
as Originator solely in recognition ofSection 6.17
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Attention: Vice President and Treasurer
Telephone: (412) 454-4220
Facsimile: (412) 454-2595
Schedule IV-6
Schedule V-1
Schedule V-2
Schedule V-3
Schedule V-4
Schedule V-5
Schedule V-6
Schedule V-7
Schedule V-8
Schedule V-9
Schedule V-10
Schedule V-11
Schedule V-12
Schedule V-13
Schedule V-14
Schedule V-15
Schedule V-16
Schedule V-17
as a Related Committed Purchaser for Market Street Funding LLC
as a Related Committed Purchaser for Fifth Third Bank
as a Related Committed Purchaser for Wachovia Bank, National Association
as a Related Committed Purchaser for U.S. Bank National Association
as a Related Committed Purchaser for The PrivateBank and Trust Company
as a Related Committed Purchaser for The Huntington National Bank
Schedule VI-1
Investment (after giving | ||||||||
Non-pro rata advance | effect to the non-pro rata | |||||||
Purchaser | (paydown) | advance (paydown)) | ||||||
Wachovia(1) | $ | 69,000,000 | $ | 69,000,000 | ||||
The Huntington National Bank(1) | $ | 20,125,000 | $ | 20,125,000 | ||||
U.S. Bank National Association(1) | $ | 20,125,000 | $ | 20,125,000 | ||||
Market Street Funding LLC (1) | $ | 19,166,820 | $ | 69,000,000 | ||||
The PrivateBank and Trust Company(1) | $ | 11,500,000 | $ | 11,500,000 | ||||
Fifth Third(1) | $ | (9,583,640 | ) | $ | 40,250,000 | |||
GECC(2) | $ | (49,833,180 | ) | $ | 0 | |||
VFCC(2) | $ | (80,500,000 | ) | $ | 0 | |||
Total | $ | 0 | $ | 230,000,000 | ||||
(1) | Such Person as a Purchaser under the Agreement. | |
(2) | Such Person as a Purchaser under the Original Agreement. |
Schedule VI-2
as a Related Committed Purchaser for Market Street Funding LLC
as a Related Committed Purchaser for Fifth Third Bank
as a Related Committed Purchaser for Wachovia Bank, National Association
as a Related Committed Purchaser for U.S. Bank National Association
as a Related Committed Purchaser for The PrivateBank and Trust Company
as a Related Committed Purchaser for The Huntington National Bank
Schedule VII-1
ANNEX A
ANNEX B
ANNEX C
ANNEX D
ANNEX E