FORM OF EXCHANGE AGENT
AGREEMENT
J.P. Morgan
Trust Company, National Association
600 Travis Street – 11th Floor
Houston, Tx. 77001
Attention: Mary
Jane Henson
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 “a gent’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 de
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