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Exhibit 99.3
________ __, 2006
FORM OF EXCHANGE AGENT AGREEMENT
J.P. Morgan Trust Company,
National Association
600 Travis Street – 11th Floor
Houston, Tx. 77001
Attention:
Mary Jane Henson
Ladies and Gentlemen:
WESCO
Distribution, Inc., a Delaware corporation (the “Company”),
proposes to make an offer (the “Exchange Offer”) to exchange
all of its outstanding 7.50% Senior Subordinated Notes due 2017 (the “Old
Securities”) for its 7.50% Senior Subordinated Notes due 2017 (the
“New Securities”). The terms and conditions of the Exchange
Offer as currently contemplated are set forth in a prospectus, dated ,
2006 (the “Prospectus”), and in the accompanying Letter of
Transmittal (the “Letter of Transmittal”), which are both
proposed to be distributed to all record holders of the Old Securities, and
which collectively constitute the Exchange Offer. The Old Securities and the
New Securities are collectively referred to herein as the “Securities”.
The
Company hereby appoints J.P. Morgan Trust Company, National Association to act
as exchange agent (the “Exchange Agent”) in connection with
the Exchange Offer. References hereinafter to “you” and
“your” shall refer to J.P. Morgan Trust Company, National
Association.
The
Exchange Offer is expected to be commenced by the Company on or about ,
2006. The Letter of Transmittal (the “Letter of Transmittal”)
accompanying the Prospectus (or in the case of book-entry securities, the
Automated Tender Offer Program (“ATOP”) of The Depository
Trust Company (the “Book-Entry Transfer Facility”)) is to be
used by the holders of the Old Securities to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for Old
Securities tendered in connection therewith. Anything contained herein or in
the Prospectus or Letter of Transmittal to the contrary notwithstanding, the
Exchange Agent’s obligations with respect to receipt and inspection of
the Letter of Transmittal in connection with the Exchange Offer shall be
satisfied for all purposes hereof by inspection of the electronic message (the
“agent’s message,” as defined in the Prospectus)
transmitted to the Exchange Agent by the Book-Entry Transfer Facility, in
accordance with ATOP, and by otherwise observing and complying with all
procedures established by the Book-Entry Transfer Facility in connection with
ATOP, to the extent that ATOP is utilized by the Exchange Offer participants.
The
Exchange Offer shall expire at 5:00 p.m., New York City time, on ___, 2006 or
on such subsequent date or time to which the Company may extend the Exchange
Offer (the “Expiration Date”).
Subject
to the terms and conditions set forth in the Prospectus, the Company expressly
reserves the right to extend the Exchange Offer from time to time and may
extend the Exchange Offer by giving oral (promptly confirmed in writing) or
written notice to you before 9:00 a.m., New York City time, on the business day
following the previously scheduled Expiration Date.
The
Company expressly reserves the right to amend or terminate the Exchange Offer,
and not to accept for exchange any Old Securities not theretofore accepted for
exchange, upon the occurrence of any of the conditions of the Exchange Offer
specified in the Prospectus under the caption “The Exchange
Offer—Conditions.” The Company will give oral (promptly confirmed
in writing) or written notice of any amendment, termination or non-acceptance
to you as promptly as practicable.
In
carrying out your duties as Exchange Agent, you are to act in accordance with
the following instructions:
1. You
will perform such duties and only such duties as are specifically set forth in
the section of the Prospectus captioned “The Exchange Offer,” and
the Letter of Transmittal or as specifically set forth herein; provided,
however, that in no way will your general duty to act in good faith be
discharged by the foregoing.
2. You
will establish a book-entry account with respect to the Old Securities at the
Book-Entry Transfer Facility for purposes of the Exchange Offer within two
business days after the date of the Prospectus. Any financial institution that
is a participant in the Book-Entry Transfer Facility’s systems may make
book-entry delivery of the Old Securities by causing the Book-Entry Transfer
Facility to transfer such Old Securities into such account in accordance with
the Book-Entry Transfer Facility’s procedures for such transfer; and you
may effect withdrawals of tendered Old Securities by book-entry movement out of
such account.
3. You
are to examine each Letter of Transmittal and certificate for Old Securities,
or Agent’s Message and confirmation of book-entry transfer into your
account at the Book-Entry Transfer Facility, as applicable, and any other
documents delivered or mailed to you by or for holders of the Old Securities,
to ascertain whether: (i) the Letter of Transmittal and any such other
documents are duly executed and properly completed in accordance with
instructions set forth therein; and (ii) the Old Securities have otherwise
been properly tendered. The determination of all questions as to validity,
form, eligibility, acceptance and withdrawal with respect to the exchange of
any Old Securities shall be made by the Company. In each case where the Letter
of Transmittal or any other document has been improperly completed or executed
or any of the certificates for Old Securities are not in proper form for
transfer or some other irregularity in connection with the acceptance of the
Exchange Offer exists, you will endeavor to inform the presenters of the need
for fulfillment of all requirements and to take any other action as may be
reasonably necessary or advisable to cause such irregularity to be corrected;
however, you shall not incur any liabilities for failure to so inform.
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4. With
the approval of any designated officer of the Company referred to in
Section 5 below (such approval, if given orally, to be promptly confirmed
in writing), or any other party designated in writing by any such officer, you
are authorized to waive any defects, irregularities or conditions of tender or
withdrawal in connection with any tender or withdrawal of Old Securities
pursuant to the Exchange Offer.
5. Tenders
of Old Securities may be made only as set forth in the Letter of Transmittal
and in the section of the Prospectus captioned “The Exchange
Offer,” and Old Securities shall be considered properly tendered to you
only when tendered in accordance with the procedures set forth therein.
Notwithstanding
the provisions of this Section 5, Old Securities which the Chief Executive
Officer, the Chief Financial Officer, the Treasurer or any Assistant Treasurer
of the Company shall approve as having been properly tendered shall be
considered to be properly tendered (such approval, if given orally, shall be
promptly confirmed in writing).
6. You
shall advise the Company with respect to any Old Securities received subsequent
to the Expiration Date and accept any instructions of the Company with respect
to disposition of such Old Securities.
7. You
shall accept tenders:
(a)
in cases where the Old Securities are registered in two or more names only if
signed by all named holders;
(b)
in cases where the signing person (as indicated on the Letter of Transmittal)
is acting in a fiduciary or a representative capacity only when proper evidence
of his or her authority so to act is submitted; and
(c)
from persons other than the registered holder of Old Securities, provided that
customary transfer requirements, including payment of any applicable transfer
taxes, are fulfilled.
You
shall accept partial tenders of Old Securities where so indicated and as
permitted in the Letter of Transmittal and deliver certificates for Old
Securities to the registrar for split-up and return any untendered Old
Securities to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or termination
of the Exchange Offer.
8. Upon
satisfaction or waiver of all of the conditions to the Exchange Offer, the
Company will notify you (such notice, if given orally, to be promptly confirmed
in writing) and will notify or cause to be notified the Book-Entry Transfer
Facility of the Company’s acceptance, promptly after the Expiration Date,
of all Old Securities properly tendered and you, on behalf of the Company, will
exchange such Old Securities for New Securities and cause such accepted Old Securities
to be canceled. Delivery of New Securities will be made on behalf of the
Company by you at the rate of $1,000 principal amount of New Securities for
each $1,000 principal amount of the corresponding Old Securities tendered
promptly after notice (such notice if given orally, to be
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promptly confirmed in
writing) of acceptance of said Old Securities by the Company; provided, however,
that in all cases, Old Securities tendered pursuant to the Exchange Offer will
be exchanged only after timely receipt by you of certificates for such Old
Securities (or confirmation of book-entry transfer into your account at the
Book-Entry Transfer Facility) and a properly completed and duly executed Letter
of Transmittal (or manually signed facsimile thereof or an Agent’s
Message) with any required signature guarantees and any other required
documents. New Securities shall be issued and delivered only in denominations
of $1,000 or any integral multiple thereof.
9. Tenders
pursuant to the Exchange Offer are irrevocable; provided, however, subject to
the terms and conditions set forth in the Prospectus and the Letter of
Transmittal, Old Securities tendered pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration Date under the circumstances set
forth in the Prospectus and the Letter of Transmittal.
10. The
Company shall not be required to accept any Old Securities tendered if any of
the conditions set forth in the Prospectus or the Letter of Transmittal are not
met. Notice of any decision by the Company not to accept any Old Securities
tendered shall be given (if given orally, to be promptly confirmed in writing)
by the Company to you.
11. If,
pursuant to the Exchange Offer, the Company does not accept for exchange all or
part of the Old Securities tendered because of an invalid tender, the
occurrence of certain other events set forth in the Prospectus under the
caption “The Exchange Offer” or otherwise, you shall as soon as
practicable after the expiration or termination of the Exchange Offer return
those certificates representing unaccepted Old Securities (or effect
appropriate book-entry transfer), together with any related required documents
and the Letters of Transmittal relating thereto that are in your possession, to
the persons who deposited them.
12. All
certificates representing unaccepted Old Securities, reissued Old Securities or
New Securities, shall be returned or forwarded to, or as directed by the holder
thereof, by first-class mail.
13. You
are not authorized to pay or offer to pay any concessions, commissions or
solicitation fees to any broker, dealer, bank or other persons or to engage or
utilize any person to solicit tenders.
14. As
Exchange Agent hereunder you:
(a)
shall not be liable for any act, omission to act or sufferance to exist, unless
the same constitutes your own gross negligence or willful misconduct, and in no
event shall you be liable for any special, punitive, indirect or consequential
loss or damages of any kind whatsoever, or lost profits, arising in connection
with this Agreement even if you have been advised of the likelihood of such
loss or damage and regardless of the form of action;
(b)
shall have no duties or obligations other than those expressly set forth herein
or as may be subsequently agreed to in writing between you and the Company, and
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no implied duties or
obligations shall be read into this Agreement against you. No provision in this
Agreement shall require you to expend or risk your own funds or otherwise incur
financial liability in the performance of any of your duties, or in the
exercise of your rights and powers hereunder;
(c)
will be regarded as making no representations and having no responsibilities as
to the validity, sufficiency, value or genuineness of any of the certificates
or the Book-Entry Confirmations, or the Old Securities represented thereby,
deposited with or transferred to you pursuant to the Exchange Offer, and will
not be required to make any, and will be regarded as making no, representation
as to the validity, value or genuineness of the Exchange Offer;
(d)
shall not be obligated to take any legal action hereunder which might in your
judgment involve any expense or liability, unless you shall have been furnished
with indemnity or security satisfactory to you;
(e)
may conclusively rely on and shall be fully protected in acting in reliance
upon any certificate, instrument, opinion, notice, letter, telegram or other
document or security delivered to you and believed by you to be genuine and to
have been signed or presented by the proper person or persons;
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