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Graybar Electric Co Inc – ‘10-Q’ for 9/30/17 – ‘EX-10’

On: Tuesday, 10/31/17, at 3:40pm ET · For: 9/30/17 · Accession #: 205402-17-40 · File #: 0-00255

Previous ‘10-Q’: ‘10-Q’ on 8/1/17 for 6/30/17 · Next: ‘10-Q’ on 5/2/18 for 3/31/18 · Latest: ‘10-Q’ on 5/1/24 for 3/31/24 · 11 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

10/31/17  Graybar Electric Co Inc           10-Q        9/30/17   48:3.8M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    372K 
 2: EX-10       Material Contract -- exhibit10                      HTML     53K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     24K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     24K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     20K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     19K 
13: R1          Document and Entity Information Document            HTML     35K 
14: R2          Condensed Consolidated Statements of Income         HTML     70K 
15: R3          Condensed Consolidated Statements of Income         HTML     21K 
                Condensed Consolidated Statements of Income                      
                (Parenthetical)                                                  
16: R4          Condensed Consolidated Statements of Comprehensive  HTML     40K 
                Income                                                           
17: R5          Condensed Consolidated Statements of Comprehensive  HTML     19K 
                Income Condensed Consolidated Statements of                      
                Comprehensive Income (Parenthetical)                             
18: R6          Condensed Consolidated Balance Sheets               HTML    118K 
19: R7          Condensed Consolidated Balance Sheets Condensed     HTML     31K 
                Consolidated Balance Sheets (Parenthetical)                      
20: R8          Condensed Consolidated Statements of Cash Flows     HTML    105K 
21: R9          Condensed Consolidated Statements of Changes in     HTML     48K 
                Shareholders? Equity                                             
22: R10         Description of the Business                         HTML     20K 
23: R11         Summary of Significant Accounting Policies          HTML     47K 
24: R12         Income Taxes                                        HTML     24K 
25: R13         Capital Stock                                       HTML     31K 
26: R14         Debt                                                HTML     37K 
27: R15         Pension and Other Postretirement Benefits           HTML     68K 
28: R16         Accumulated Other Comprehensive Income (Loss)       HTML    139K 
29: R17         Assets Held For Sale                                HTML     28K 
30: R18         Commitments and Contingencies                       HTML     21K 
31: R19         Acquisition                                         HTML     24K 
32: R20         Summary of Significant Accounting Policies          HTML    109K 
                (Policies)                                                       
33: R21         Pension and Other Postretirement Benefits (Tables)  HTML     60K 
34: R22         Accumulated Other Comprehensive Income (Loss)       HTML    137K 
                (Tables)                                                         
35: R23         Income Taxes (Narrative) (Details)                  HTML     20K 
36: R24         Capital Stock - Captial Stock (Details)             HTML     32K 
37: R25         Debt - Credit Agreement (Details)                   HTML     45K 
38: R26         Debt - Short-Term Borrowings (Details)              HTML     26K 
39: R27         Debt - Private Placement Shelf Agreement (Details)  HTML     27K 
40: R28         Pension and Other Postretirement Benefits -         HTML     24K 
                Narrative (Details)                                              
41: R29         Pension and Other Postretirement Benefits - Net     HTML     40K 
                Periodic Benefit Cost (Details)                                  
42: R30         Accumulated Other Comprehensive Income (Loss) -     HTML     37K 
                Reclassifications Out of Accumulated Other                       
                Comprehensive Income (Loss) (Details)                            
43: R31         Accumulated Other Comprehensive Income (Loss) -     HTML     40K 
                Changes in Accumulated Other Comprehensive Income                
                (Loss) (Details)                                                 
44: R32         Assets Held For Sale - Assets Held for Sale         HTML     34K 
                (Details)                                                        
45: R33         Acquisition (Details)                               HTML     27K 
47: XML         IDEA XML File -- Filing Summary                      XML     77K 
46: EXCEL       IDEA Workbook of Financial Reports                  XLSX     50K 
 7: EX-101.INS  XBRL Instance -- graybar-20170630                    XML   1.01M 
 9: EX-101.CAL  XBRL Calculations -- graybar-20170630_cal            XML    156K 
10: EX-101.DEF  XBRL Definitions -- graybar-20170630_def             XML    231K 
11: EX-101.LAB  XBRL Labels -- graybar-20170630_lab                  XML    800K 
12: EX-101.PRE  XBRL Presentations -- graybar-20170630_pre           XML    458K 
 8: EX-101.SCH  XBRL Schema -- graybar-20170630                      XSD     72K 
48: ZIP         XBRL Zipped Folder -- 0000205402-17-000040-xbrl      Zip    123K

‘EX-10’ — Material Contract — exhibit10

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

EXECUTION COPY

Exhibit 10

AMENDMENT NO. 1

PRIVATE SHELF AGREEMENT

Dated as of August 2, 2017

PGIM, Inc. (“Prudential”) (f/k/a Prudential Investment Management, Inc.) and

Each other Prudential Affiliate which becomes

bound by the Agreement (defined below)

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4300

Dallas, Texas 75201

Ladies and Gentlemen:

We refer to the Private Shelf Agreement, dated as of September 22, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Graybar Electric Company, Inc., a New York corporation (the “Company”), Prudential and each Prudential Affiliates which becomes party to the Agreement (each, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, the terms defined in the Agreement shall be used herein as therein defined.

The Company desires to amend the Agreement to (i) extend the Issuance Period, which would otherwise end on September 22, 2017, to August 2, 2020, and (ii) remove the Issuance Fee.

It is hereby agreed by you and us as follows:

I. AMENDMENTS TO AGREEMENT.

Subject to the conditions herein (including, without limitation, Section II(b)), effective on the date hereof (the “Effective Date”), the Agreement is hereby amended by this letter amendment (this “Amendment”) as follows:

(a) Section 2(b) Issuance Period. Clause (b) of Section 2 of the Agreement is hereby deleted and replaced in its entirety as follows:

“(b) Issuance Period. Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) August 2, 2020 (or if such date is not a Business Day, the Business Day next preceding such date), and (ii) the thirtieth day after Prudential shall have given to the Company, or the Company shall have given to Prudential, a written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if

0088-0022\00020159.005

such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the ‘Issuance Period’.”

(b) Section 2(h)(ii) Issuance Fee. Sub-clause (ii) of clause (h) of Section 2 of the Agreement is hereby deleted and replaced in its entirety as follows:

“(ii) [RESERVED].”

II. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

(a) Representations and Warranties. The Company represents and warrants that (i) the execution and delivery of this Amendment has been duly authorized by all necessary corporate action of the Company and this Amendment has been executed and delivered by a duly authorized officer of the Company, and all necessary or required consents to this Amendment (other than any consents required to be obtained solely by a Purchaser) have been obtained and are in full force and effect, (ii) the Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation contract and agreement of the Company enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) each representation and warranty set forth in Section 5 of the Agreement (as modified by the updated Schedules 5.3, 5.4, 5.5, and 5.9 attached hereto), is true and correct as of the date of execution and delivery of this Amendment by the Company with the same effect as if made on such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and correct as of such earlier date), and (iv) no Event of Default or Default under the Agreement exists or has occurred and is continuing on the date hereof.

(b) Effectiveness. This Amendment shall become effective upon fulfillment of the following conditions: (i) the Company and Prudential shall have executed a copy of this Amendment on or prior to the Effective Date, (ii) Prudential shall have received a copy of the resolutions of the board of the Company authorizing the execution, delivery and performance by the Company of this Amendment, certified by its secretary or assistant secretary, (iii) the Company shall have paid the structuring fee described in Section III(b) of this Amendment to Prudential, and (iv) Prudential shall have received such other documents and certificates as it may reasonably request relating to the Amendment and the transactions contemplated by the Amendment.

III. MISCELLANEOUS.

(a) Reference to and Effect on Agreement. Upon the effectiveness of this Amendment, each reference to the Agreement in any other document, instrument or agreement shall mean and be a reference to the Agreement as modified by this Amendment. Except as specifically set forth in Section I hereof, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not be construed as a course of dealing or other implication that any holder of the Notes has agreed to or is prepared to grant any consents or agree to any waiver to the Agreement in the future, whether or not under similar circumstances.

(b) Structuring Fee. The Company agrees to pay to Prudential on the date hereof a structuring fee of $50,000.00. Such payment shall be made to Prudential at the address for payments specified in Schedule B to the Agreement, or by such other method or at such other address as Prudential shall specify to the Company in writing for such purpose.

(c) Expenses. The Company hereby confirms its obligations under the Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by Prudential, all reasonable out-of-pocket costs and expenses, including attorneys' fees and expenses, incurred by them in connection with this Amendment and the transactions contemplated hereby, in enforcing any rights under this Amendment, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Amendment or the transactions contemplated hereby.

(d) Governing Law. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AMENDMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).

(e) Counterparts; Section Titles. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. The section titles contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

[SIGNATURE PAGE TO FOLLOW]

If you agree to the terms and provisions hereof, please evidence your agreement by executing and returning at least one counterpart of this Letter Amendment No. 1 to Senior Vice President, Secretary and General Counsel, Graybar Electric Company, Inc., 34 North Meramec Avenue, St. Louis, MO 63105.

Very truly yours,

GRAYBAR ELECTRIC COMPANY, INC.

By: /s/ J. N. Reed
Name: J. N. Reed
Title: Vice President - Treasurer

Agreed as of the date first above written:

PGIM, INC.

By: /s/ Julia Buthman

Vice President

SCHEDULE 5.3

DISCLOSURE MATERIALS




Filing	Filed/Effective	File/Film Number
10-Q	2017-08-01	000-00255 17996373
8-K	2017-06-08	000-00255 17900157
10-Q	2017-05-02	000-00255 17804535
DEFA14C	2017-04-24	000-00255 17778129
DEF 14C	2017-04-24	000-00255 17778120
PRE 14C	2017-04-14	000-00255 17762762
10-K	2016-03-18	000-00255 161515701
8-K	2017-03-10	000-00255 17680865
10-K	2017-03-10	000-00255 17680393
SC 13G/A	2017-02-10	005-14237 17592066
S-1/A	2017-01-03	333-214560 17501148

All of the above filings by the Company or the Voting Trust with the United States Securities and Exchange Commission are incorporated herein by this reference.

SCHEDULE 5.3

(to Private Shelf Agreement)

SCHEDULE 5.4

Subsidiaries of the Company and

OWNERSHIP OF SUBSIDIARY STOCK

(i) SUBSIDIARIES OF THE COMPANY



Entity Name	Jurisdiction of Incorporation, Formation or Organization	Percentage of Shares Held or Beneficially Owned (Domestic Subsidiaries Only)
Commonwealth Controls Corporation	Missouri	100%
Distribution Associates Incorporated	Missouri	100%
Advantage Industrial Automation, Inc.	Georgia	100%
GBE Sub, LLC	Missouri	100%
Cape Electrical Supply Holdings LLC	Delaware	100%
Cape Electrical Supply LLC	Delaware	100%
25 NC, LLC	Missouri	100%
Graybar Aust. Pty Ltd.	Australia (Victoria)
Graybar Business Services, Inc.	Missouri	100%
Graybar Canada Limited	Nova Scotia
Graybar Electric Canada Limited	Nova Scotia
Graybar Energy Limited	Ontario
Graybar Electric de México S. de RL de CV Graybar Financial Services, Inc.	Mexico Missouri	100%
Graybar Foundation	Missouri	100%
Graybar International, Inc.	Missouri	100%
Graybar Services, Inc.	Illinois	100%
Graybar Newfoundland Limited	Newfoundland & Labrador	*

(ii) AFFILIATES OF THE COMPANY

The Affiliates of the Company are as follows:

SCHEDULE 5.4

(to Private Shelf Agreement)

(1) Graybar Voting Trust. The Graybar Voting Trust, pursuant to the Voting Trust Agreement dated as of March 3, 2017, holds approximately 81% of the outstanding shares of the Company at June 30, 2017.

(2) Graybar Newfoundland Limited is the 49% general partner in Innunuk Traders Limited Partnership.

(iii) DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY



K. M. Mazzarella	Chairman, President and Chief Executive Officer and Director
D. A. Bender	Director
S. S. Clifford	Senior Vice President – Supply Chain Management and Director
M. W. Geekie	Senior Vice President, Secretary and General Counsel and Director
R. R. Harwood	Senior Vice President and Chief Financial Officer and Director
R. C. Lyons	Director
W. P. Mansfield	Senior Vice President – Marketing and Director
D. G. Maxwell	Senior Vice President – Sales, and Director
B. L. Propst	Senior Vice President – Human Resources and Director
J. N. Reed	Vice President and Treasurer

5.4-2

SCHEDULE 5.5

FINANCIAL STATEMENTS

See unaudited Company financial statements for and as of the period ended June 30, 2017 as filed by the Company with the Securities and Exchange Commission in its Form 10-Q filed on August 1, 2017.

SCHEDULE 5.5

(to Private Shelf Agreement)

SCHEDULE 5.9

MOST RECENT CLOSED TAX YEAR

December 31, 2013

SCHEDULE 5.9

(to Private Shelf Agreement)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	8/2/20
Filed on:	10/31/17
For Period end:	9/30/17
	9/22/17
	8/2/17	8-K
	8/1/17	10-Q
	6/30/17	10-Q
	3/3/17
	9/22/14	8-K
	12/31/13	10-K, ARS
		List all Filings

11 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Graybar Electric Co. Inc.         10-K       12/31/23  103:20M
10/31/23  Graybar Electric Co. Inc.         S-1/A                  2:627K
 8/24/23  Graybar Electric Co. Inc.         S-1                    5:702K
 3/09/23  Graybar Electric Co. Inc.         10-K       12/31/22  102:20M
10/25/22  Graybar Electric Co. Inc.         S-1/A                  2:776K
 8/18/22  Graybar Electric Co. Inc.         S-1                    4:678K
 3/10/22  Graybar Electric Co. Inc.         10-K       12/31/21  101:10M
10/26/21  Graybar Electric Co. Inc.         S-1/A¶     11/30/21    3:806K
 3/10/21  Graybar Electric Co. Inc.         10-K       12/31/20  101:20M
11/03/20  Graybar Electric Co. Inc.         S-1/A¶     11/03/20    3:918K
 8/20/20  Graybar Electric Co. Inc.         S-1                    3:760K

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Filing Submission 0000205402-17-000040 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Graybar Electric Co Inc – ‘10-Q’ for 9/30/17 – ‘EX-10’

On: Tuesday, 10/31/17, at 3:40pm ET · For: 9/30/17 · Accession #: 205402-17-40 · File #: 0-00255

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10’ — Material Contract — exhibit10

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

11 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents