Document

Exhibit 10.8

THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

THIS THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 22, 2014, amends the Receivables Purchase Agreement dated as of July 31, 2013, as previously amended (the “Receivables Purchase Agreement”), among FERGUSON RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”), FERGUSON ENTERPRISES, INC., a Virginia corporation (the “Servicer”), the Originators party thereto from time to time, the Conduit Purchasers listed on Schedule I thereto from time to time, the Committed Purchasers listed on Schedule I thereto from time to time, the LC Banks listed on Schedule III thereto from time to time, the Facility Agents listed on Schedule I thereto from time to time, ROYAL BANK OF CANADA, as the administrative agent (in such capacity, the “Administrative Agent”), SUNTRUST BANK, as the co-administrative agent (the “Co-Administrative Agent”), and WOLSELEY PLC (the “Parent”).

Preliminary Statement: The parties desire to amend the Receivables Purchase Agreement to modify the procedures relating to making payments to the Seller. Therefore, the parties hereto agree as follows:

Defined Terms; References. Unless otherwise defined in this Amendment, each capitalized term used but not otherwise defined herein has the meaning given such term in the Receivables Purchase Agreement, as amended by this Amendment. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Receivables Purchase Agreement shall, after the Amendment Effective Date, refer to the Receivables Purchase Agreement as amended hereby.

I. AMENDMENTS

Effective as of the Amendment Effective Date (as defined in Section 3.1 below), the Receivables Purchase Agreement is amended as follows:

1.1 Addition of “Designated Account” as New Definition. A new definition, namely, “Designated Account”, is hereby added to Section 1.01 of the Receivables Purchase Agreement to read as follows:

“Designated Account” shall mean the Seller’s bank account as follows:

Bank Name: ##########

Intermediary Account No.: ##########

Intermediary SWIFT: ##########

Intermediary ABA No.: ##########

For Further Credit to

Account Name: ##########

For further credit

Bank Name: ##########

For Further Account No.: ##########

For Further Credit SWIFT: ##########

1.2 Amendment of Payment Instructions in Section 2.04. Section 2.04 of the Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:

Section 2.04. Payments to Seller. The Purchase Price for each Purchase and all other amounts paid by any Facility Agent or the Administrative Agent hereunder to the Seller shall be made to the Designated Account.

1.3 Amendment of Form of Purchase Notice/Letter of Credit Request. The Form of Purchase Notice/Letter of Credit Request in Exhibit E of the Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the form set forth as Exhibit E to this Amendment.

II. REPRESENTATIONS AND WARRANTIES

2.1 Each of the Ferguson Parties, as to itself (and, if so specified, its Subsidiaries) hereby represents and warrants that:

(a) prior to and after giving effect to this Amendment, the representations and warranties of such Person (other than those representations and warranties that were made only on the Closing Date) set forth in the Receivables Purchase Agreement are true and correct in all material respects;

(b) this Amendment has been duly authorized, executed and delivered by such Person and constitutes a legal, valid and binding obligation of such Person enforceable in accordance with its terms (subject to usual and customary bankruptcy exceptions); and

(c) prior to and immediately after giving effect to this Amendment, no Termination Event or Potential Termination Event exists on and as of the date hereof.

III. CONDITIONS TO EFFECTIVENESS

3.1 This Amendment shall be effective on the date (the “Amendment Effective Date”) that the Administrative Agent shall have received counterparts of this Amendment, executed by the Seller, the Servicer, each Originator, the Parent and each Facility Agent.

IV. AFFIRMATION AND RATIFICATION

4.1 The Parent hereby (a) agrees and acknowledges that the execution, delivery, and performance of this Amendment shall not in any way release, diminish, impair, reduce, or, except as expressly stated herein, otherwise affect its obligations under the Transaction Documents to which it is a party, which Transactions Documents shall remain in full force and effect, (b) ratifies and affirms its obligations under the Receivables Purchase Agreement as amended hereby and the other Transaction Documents to which it is a party, and (c) acknowledges, renews and extends its continued liability under the Receivables Purchase Agreement as amended hereby and the other Transaction Documents to which it is a party.

V. MISCELLANEOUS

5.1 This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Section 11.17 (Governing Law; Submission to Jurisdiction) of the Receivables Purchase Agreement are hereby incorporated by reference. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart hereof. Except as otherwise expressly provided by this Amendment, all of the provisions of the Receivables Purchase Agreement shall remain the same.

[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the day and year first above written.

FERGUSON RECEIVABLES, LLC

By: /s/ Brenda L. Crowder

Name: Brenda L. Crowder

Title: Treasurer

FERGUSON ENTERPRISES, INC.

By: /s/ David L. Keltner

Name: David L. Keltner

Title: CFO

CAL-STEAM, INC.

By: /s/ David L. Keltner

Name: David L. Keltner

Title: Senior Vice President and Assistant Secretary Director

ENERGY & PROCESS CORPORATION

By: /s/ David L. Keltner

Name: David L. Keltner

Title: Senior Vice President and Assistant Secretary

[Signature Page to Third Amendment to Receivables Purchase Agreement]

FERGUSON ENTERPRISES NY-METRO, INC.

By: /s/ David L Keltner

Name: David L. Keltner

Title: Senior Vice President, Treasurer, and Assistant Secretary

FERGUSON FIRE & FABRICATION, INC.

By: /s/ David L Keltner

Name: David L. Keltner

Title: Senior Vice President, Treasurer, and Assistant Secretary

WOLSELEY PLC

By: /s/ Mike Verrier

Name: Mike Verrier

Title: Group Treasurer

[Signature Page to Third Amendment to Receivables Purchase Agreement]

ROYAL BANK OF CANADA, as Administrative Agent and a Facility Agent

By: /s/ Janine D. Marsini

Name: Janine D. Marsini

Title: Authorized Signatory

By: /s/ Veronica L. Gallagher

Name: Veronica L. Gallagher

Title: Authorized Signatory

[Signature Page to Third Amendment to Receivables Purchase Agreement]

SUNTRUST, as Co-Administrative Agent and a Facility Agent

By: /s/ David Hufnagel

Name: David Hufnagel

Title: Vice President

[Signature Page to Third Amendment to Receivables Purchase Agreement]

SOCIÉTÉ GÉNÉRALE, as a Facility Agent

By: /s/ Thomas Hourican

Name: Thomas Hourican

Title: Managing Director

[Signature Page to Third Amendment to Receivables Purchase Agreement]

SMBC NIKKO SECURITIES AMERICA, INC, as a Facility Agent

By: /s/ Yukimi Konno

Name: Yukimi Konno

Title: Executive Director

[Signature Page to Third Amendment to Receivables Purchase Agreement]

PNC BANK, NATIONAL ASSOCIATION, as a Facility Agent

By: /s/ Mark Falcione

Name: Mark Falcione

Title: Executive Vice President

[Signature Page to Third Amendment to Receivables Purchase Agreement]

Exhibit E

Form of Purchase Notice/Letter of Credit Request

Purchase Notice

[Date]

E-1