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                                                                   EXHIBIT 4.7

                                                                EXECUTION COPY

                            WESCO DISTRIBUTION, INC.

                                  $100,000,000

                    9-1/8% Senior Subordinated Notes due 2008

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                August 23, 2001

J.P. MORGAN SECURITIES INC.
LEHMAN BROTHERS INC.
PNC CAPITAL MARKETS, INC.
TD SECURITIES (USA) INC.
BNY CAPITAL MARKETS, INC.
ABN AMRO INCORPORATED
COMERICA SECURITIES
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.

c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th Floor
New York, New York  10017

Ladies and Gentlemen:

                  WESCO Distribution, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to J.P. Morgan Securities Inc.
("JPMorgan"), Lehman Brothers Inc., PNC Capital Markets, Inc., TD Securities
(USA) Inc., BNY Capital Markets, Inc., ABN AMRO Incorporated, Comerica
Securities, Fleet Securities, Inc. and Scotia Capital (USA) Inc. (together with
JPMorgan, the "Initial Purchasers"), upon the terms and subject to the
conditions set forth in a purchase agreement dated August 16, 2001 (the
"Purchase Agreement"), $100,000,000 aggregate principal amount of its 9-1/8%
Senior Subordinated Notes due 2008 (the "Securities") to be guaranteed on an
unsecured senior subordinated basis by WESCO International, Inc. ("Holdings").
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Purchase Agreement.

                  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company and Holdings agree with the Initial
Purchasers, for the benefit of the holders (including the Initial Purchasers) of
the Securities, the Exchange Securities (as defined herein) and the Private
Exchange Securities (as defined herein) (collectively, the "Holders"), as
follows:

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                  1. Registered Exchange Offer. The Company and Holdings shall
(i) prepare and, not later than 90 days following the date of original issuance
of the Securities (the "Issue Date"), file with the Commission a registration
statement (the "Exchange Offer Registration Statement") on an appropriate form
under the Securities Act with respect to a proposed offer to the Holders of the
Securities (the "Registered Exchange Offer") to issue and deliver to such
Holders, in exchange for the Securities, a like aggregate principal amount of
debt securities of the Company (the "Exchange Securities") that are identical in
all material respects to the Securities, except for the transfer restrictions
relating to the Securities, (ii) use their reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Securities
Act no later than 180 days after the Issue Date and the Registered Exchange
Offer to be consummated no later than 225 days after the Issue Date and (iii)
keep the Exchange Offer Registration Statement effective for not less than 20
business days (or longer, if required by applicable law) after the date on which
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "Securities Exchange Offer Registration Period"). The Exchange
Securities will be issued under the Indenture or an indenture (the "Exchange
Securities Indenture") among the Company, Holdings and the Trustee or such other
bank or trust company that is reasonably satisfactory to the Initial Purchasers,
as trustee (the "Exchange Securities Trustee"), such indenture to be identical
in all material respects to the Indenture, except for the transfer restrictions
relating to the Securities (as described above).

                  As soon as practicable after the effectiveness of the Exchange
Offer Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate of the Company or an
Exchanging Dealer (as defined herein) not complying with the requirements of the
next sentence, (b) is not an Initial Purchaser holding Securities that have, or
that are reasonably likely to have, the status of an unsold allotment in an
initial distribution, (c) acquires the Exchange Securities in the ordinary
course of such Holder's business and (d) has no arrangements or understandings
with any person to participate in the distribution of the Exchange Securities)
and to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States. The Company, Holdings, the Initial Purchasers and each Exchanging Dealer
acknowledge that, pursuant to current interpretations by the Commission's staff
of Section 5 of the Securities Act, each Holder that is a broker-dealer electing
to exchange Securities, acquired for its own account as a result of
market-making activities or other trading activities, for Exchange Securities
(an "Exchanging Dealer"), is required to deliver a prospectus containing
substantially the information set forth in Annex A hereto on the cover, in Annex
B hereto in the "Exchange Offer Procedures" section and the "Purpose of the
Exchange Offer" section and in Annex C hereto in the "Plan of Distribution"
section of such prospectus in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer.

                  If, prior to the consummation of the Registered Exchange
Offer, any Holder holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment in
an initial distribution, or any Holder is not entitled to participate in the
Registered Exchange Offer, the Company shall, upon the request of any such
Holder, simultaneously with the delivery of the Exchange Securities in the
Registered Exchange Offer,



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issue and deliver to any such Holder, in exchange for the Securities held by
such Holder (the "Private Exchange"), a like aggregate principal amount of debt
securities of the Company (the "Private Exchange Securities") that are identical
in all material respects to the Exchange Securities, except for the transfer
restrictions relating to such Private Securities Exchange Securities. The
Private Exchange Securities will be issued under the same indenture as the
Exchange Securities, and the Company shall use its reasonable best efforts to
cause the Private Exchange Securities to bear the same CUSIP number as the
Exchange Securities.

                  In connection with the Registered Exchange Offer, the Company
shall:

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         20 business days (or longer, if required by applicable law) after the
         date on which notice of the Registered Exchange Offer is mailed to the
         Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York;

                  (d) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York City time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e) otherwise comply in all material respects with all laws
         that are applicable to the Registered Exchange Offer.

                  As soon as practicable after the close of the Registered
Exchange Offer and any Private Exchange, as the case may be, the Company shall:

                  (a) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;

                  (b) deliver to the Trustee for cancellation all Securities so
         accepted for exchange; and

                  (c) cause the Trustee or the Exchange Securities Trustee, as
         the case may be, promptly to authenticate and deliver to each Holder,
         Exchange Securities or Private Exchange Securities, as the case may be,
         equal in principal amount to the Securities of such Holder so accepted
         for exchange.

                  The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging



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Dealer, such period shall be the lesser of 180 days and the date on which all
Exchanging Dealers have sold all Securities held by them and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer.

                  The Indenture or the Exchange Securities Indenture, as the
case may be, shall provide that the Securities, the Exchange Securities and the
Private Exchange Securities shall vote and consent together on all matters as
one class and that none of the Securities, the Exchange Securities or the
Private Exchange Securities will have the right to vote or consent as a separate
class on any matter.

                  Interest on each Exchange Security and Private Exchange
Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on which interest was
paid on the Securities surrendered in exchange therefor or, if no interest has
been paid on the Securities, from the Issue Date.

                  Each Holder participating in the Registered Exchange Offer
shall be required to represent to the Company that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understandings with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act and (iii) such Holder is not an
affiliate of the Company or Holdings or, if it is such an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.

                  Notwithstanding any other provisions hereof, the Company and
Holdings will ensure that (i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

                  2. Shelf Registration. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff the Company is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) any Securities validly tendered pursuant to the Registered
Exchange Offer are not exchanged for Exchange Securities prior to 225 days after
the Issue Date, or (iii) any Initial Purchaser so requests with respect to
Securities or Private Exchange Securities not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following
the consummation of the Registered Exchange Offer, or (iv) any applicable law or
interpretations do not permit any Holder to


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participate in the Registered Exchange Offer, or (v) any Holder that
participates in the Registered Exchange Offer does not receive freely
transferable Exchange Securities in exchange for tendered Securities, or (vi)
the Company and Holdings so elect, then the following provisions shall apply:

                  (a) The Company and Holdings shall file as promptly as
         practicable with the Commission, and thereafter shall use their
         reasonable best efforts to cause to be declared effective, a shelf
         registration statement on an appropriate form under the Securities Act
         relating to the offer and sale of the Transfer Restricted Securities
         (as defined below) by the Holders thereof from time to time in
         accordance with the methods of distribution set forth in such
         registration statement (hereafter, a "Shelf Registration Statement").

                  (b) The Company and Holdings shall use their reasonable best
         efforts to keep the Shelf Registration Statement continuously effective
         in order to permit the prospectus forming part thereof to be used by
         Holders of Transfer Restricted Securities for a period ending on the
         earlier of (i) two years from the Issue Date or such shorter period
         that will terminate when all the Transfer Restricted Securities covered
         by the Shelf Registration Statement have been sold pursuant thereto and
         (ii) the date on which the Securities become eligible for resale
         without volume restrictions pursuant to Rule 144 under the Securities
         Act (in any such case, such period being called the "Shelf Registration
         Period"). The Company and Holdings shall be deemed not to have used
         their reasonable best efforts to keep the Shelf Registration Statement
         effective during the requisite period if any of them voluntarily take
         any action that would result in Holders of Transfer Restricted
         Securities covered thereby not being able to offer and sell such
         Transfer Restricted Securities during that period, unless (A) such
         action is required by applicable law or (B) such action was permitted
         by Section 3(b).

                  (c) Notwithstanding any other provisions hereof, the Company
         and Holdings will ensure that (i) any Shelf Registration Statement and
         any amendment thereto and any prospectus forming part thereof and any
         supplement thereto complies in all material respects with the
         Securities Act and the rules and regulations of the Commission
         thereunder, (ii) any Shelf Registration Statement and any amendment
         thereto (in either case, other than with respect to information
         included therein in reliance upon or in conformity with written
         information furnished to the Company by or on behalf of any Holder
         specifically for use therein (the "Holders' Information")) does not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading and (iii) any prospectus forming part
         of any Shelf Registration Statement, and any supplement to such
         prospectus (in either case, other than with respect to Holders'
         Information), does not include an untrue statement of a material fact
         or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  3. Liquidated Damages.

                  (a) The parties hereto agree that the Holders of Transfer
         Restricted Securities will suffer damages if the Company and Holdings
         fail to fulfill their obligations under



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         Section 1 or Section 2, as applicable, and that it would not be
         feasible to ascertain the extent of such damages. Accordingly, if (i)
         the Exchange Offer Registration Statement or Shelf Registration
         Statement, as the case may be, is not filed with the Commission on or
         prior to 90 days after the Issue Date (or, in the case of a Shelf
         Registration Statement required to be filed in response to a change in
         law or applicable interpretations of the Commission's staff, if later,
         within 45 days after publication of the change in law or
         interpretations, but in no event before 90 days after the Issue Date),
         (ii) the Exchange Offer Registration Statement or the Shelf
         Registration Statement, as the case may be, is not declared effective
         within 180 days after the Issue Date (or in the case of a Shelf
         Registration Statement required to be filed in response to a change in
         law or the applicable interpretations of Commission's staff, if later,
         within 90 days after publication of the change in law or
         interpretation, but in no event before 180 days after the Issue Date),
         (iii) the Registered Exchange Offer is not consummated on or prior to
         225 days after the Issue Date (other than in the event the Company
         files a Shelf Registration Statement), or (iv) the Shelf Registration
         Statement is filed and declared effective within 180 days after the
         Issue Date (or in the case of a Shelf Registration Statement required
         to be filed in response to a change in law or the applicable
         interpretations of the Commission's staff, if later, within 90 days
         after publication of the change in law or interpretation, but in no
         event before 180 days after the Issue Date) but shall thereafter cease
         to be effective (at any time that the Company is obligated to maintain
         the effectiveness thereof) without being succeeded within 90 days by an
         additional Registration Statement filed and declared effective (each
         such event referred to in clauses (i) through (iv), a "Registration
         Default"), the Company and Holdings will be jointly and severally
         obligated to pay liquidated damages to each Holder of Transfer
         Restricted Securities, during the period of one or more such
         Registration Defaults, in an amount equal to $ 0.192 per week per
         $1,000 principal amount of Transfer Restricted Securities held by such
         Holder until (i) the Exchange Offer Registration Statement or Shelf
         Registration Statement, as the case may be, is filed, (ii) the Exchange
         Offer Registration Statement is declared effective and the Registered
         Exchange Offer is consummated, (iii) the Shelf Registration Statement
         is declared effective or (iv) the Shelf Registration Statement again
         becomes effective, as the case may be. Following the cure of all
         Registration Defaults, the accrual of liquidated damages will cease. As
         used herein, the term "Transfer Restricted Securities" means (i) each
         Security until the date on which such Security has been exchanged for a
         freely transferable Exchange Security in the Registered Exchange Offer,
         (ii) each Security or Private Exchange Security until the date on which
         it has been effectively registered under the Securities Act and
         disposed of in accordance with the Shelf Registration Statement or
         (iii) each Security or Private Exchange Security until the date on
         which it is distributed to the public pursuant to Rule 144 under the
         Securities Act or is saleable pursuant to Rule 144(k) under the
         Securities Act. Notwithstanding anything to the contrary in this
         Section 3(a), the Company shall not be required to pay liquidated
         damages to a Holder of Transfer Restricted Securities if such Holder
         failed to comply with its obligations to make the representations set
         forth in the second to last paragraph of Section 1 or failed to provide
         the information required to be provided by it, if any, pursuant to
         Section 4(n).

                  (b) Notwithstanding the foregoing provisions of Section 3(a),
         the Company may issue a notice that the Shelf Registration Statement is
         unusable pending the


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         announcement of a material development or event and may issue any
         notice suspending use of the Shelf Registration Statement required
         under applicable securities laws to be issued and, in the event that
         the aggregate number of days in any consecutive twelve-month period for
         which all such notices are issued and effective exceeds 45 days in the
         aggregate, then the Company and Holdings will be obligated to pay
         liquidated damages to each Holder of Transfer Restricted Securities in
         an amount equal to $0.192 per week per $1,000 principal amount of
         Transfer Restricted Securities held by such Holder. Upon the Company
         declaring that the Shelf Registration Statement is usable after the
         period of time described in the preceding sentence the accrual of
         liquidated damages shall cease; provided, however, that if after any
         such cessation of the accrual of liquidated damages the Shelf
         Registration Statement again ceases to be usable beyond the period
         permitted above, liquidated damages will again accrue pursuant to the
         foregoing provisions.

                  (c) The Company shall notify the Trustee and the Paying Agent
         under the Indenture immediately upon the happening of each and every
         Registration Default. The Company and Holdings shall pay the liquidated
         damages due on the Transfer Restricted Securities by depositing with
         the Paying Agent (which may not be the Company for these purposes), in
         trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New
         York City time, on the next interest payment date specified by the
         Indenture and the Securities, sums sufficient to pay the liquidated
         damages then due. The liquidated damages due shall be payable on each
         interest payment date specified by the Indenture and the Securities to
         the record holder entitled to receive the interest payment to be made
         on such date. Each obligation to pay liquidated damages shall be deemed
         to accrue from and including the date of the applicable Registration
         Default.

                  (d) The parties hereto agree that the liquidated damages
         provided for in this Section 3 constitute a reasonable estimate of and
         are intended to constitute the sole damages that will be suffered by
         Holders of Transfer Restricted Securities by reason of the failure of
         (i) the Shelf Registration Statement or the Exchange Offer Registration
         Statement to be filed, (ii) the Shelf Registration Statement to remain
         effective or (iii) the Exchange Offer Registration Statement to be
         declared effective and the Registered Exchange Offer to be consummated,
         in each case to the extent required by this Agreement.

                  4. Registration Procedures. In connection with any
Registration Statement, the following provisions shall apply:

                  (a) The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein; (ii) include the
         information set forth in Annex A hereto on the cover, in Annex B hereto
         in the "Exchange Offer Procedures" section and the "Purpose of the
         Exchange Offer" section and in Annex C hereto in the "Plan of
         Distribution" section of the prospectus forming a part of the Exchange
         Offer Registration Statement, and include the information set forth in
         Annex D hereto in the Letter of Transmittal delivered pursuant to the
         Registered Exchange Offer; and (iii) if requested by any Initial
         Purchaser, include the information


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         required by Items 507 or 508 of Regulation S-K, as applicable, in the
         prospectus forming a part of the Exchange Offer Registration Statement.

                  (b) The Company shall advise each Initial Purchaser, each
         Exchanging Dealer and the Holders (if applicable) and, if requested by
         any such person, confirm such advice in writing (which advice pursuant
         to clauses (ii)-(v) hereof shall be accompanied by an instruction to
         suspend the use of the prospectus until the requisite changes have been
         made):

                           (i) when any Registration Statement and any amendment
                  thereto has been filed with the Commission and when such
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the Commission for amendments
                  or supplements to any Registration Statement or the prospectus
                  included therein or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of any Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Securities, the Exchange Securities or
                  the Private Exchange Securities for sale in any jurisdiction
                  or the initiation or threatening of any proceeding for such
                  purpose; and

                           (v) of the happening of any event that requires the
                  making of any changes in any Registration Statement or the
                  prospectus included therein in order that the statements
                  therein are not misleading and do not omit to state a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading.

                  (c) The Company and Holdings will make every reasonable effort
         to obtain the withdrawal at the earliest possible time of any order
         suspending the effectiveness of any Registration Statement.

                  (d) The Company will furnish to each Holder of Transfer
         Restricted Securities included within the coverage of any Shelf
         Registration Statement, without charge, at least one conformed copy of
         such Shelf Registration Statement and any post-effective amendment
         thereto, including financial statements and schedules and, if any such
         Holder so requests in writing, all exhibits thereto (including those,
         if any, incorporated by reference).

                  (e) The Company will, during the Shelf Registration Period,
         promptly deliver to each Holder of Transfer Restricted Securities
         included within the coverage of any Shelf Registration Statement,
         without charge, as many copies of the prospectus (including each
         preliminary prospectus) included in such Shelf Registration Statement
         and any amendment or supplement thereto as such Holder may reasonably
         request; and


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         the Company consents to the use of such prospectus or any amendment or
         supplement thereto by each of the selling Holders of Transfer
         Restricted Securities in connection with the offer and sale of the
         Transfer Restricted Securities covered by such prospectus or any
         amendment or supplement thereto.

                  (f) The Company will, during the period not exceeding 180 days
         following the expiration of the Registered Exchange Offer, furnish to
         each Initial Purchaser and each Exchanging Dealer, and to any other
         Holder who so requests, without charge, at least one conformed copy of
         the Exchange Offer Registration Statement and any post-effective
         amendment thereto, including financial statements and schedules and, if
         any Initial Purchaser or Exchanging Dealer or any such Holder so
         requests in writing, all exhibits thereto (including those, if any,
         incorporated by reference).

                  (g) The Company will, during the Exchange Offer Registration
         Period or the Shelf Registration Period, as applicable, promptly
         deliver to each Initial Purchaser, each Exchanging Dealer and such
         other persons that are required to deliver a prospectus following the
         Registered Exchange Offer, without charge, as many copies of the final
         prospectus included in the Exchange Offer Registration Statement or the
         Shelf Registration Statement and any amendment or supplement thereto as
         such Initial Purchaser, Exchanging Dealer or other persons may
         reasonably request; and the Company and Holdings consent to the use of
         such prospectus or any amendment or supplement thereto by any such
         Initial Purchaser, Exchanging Dealer or other persons, as applicable,
         as aforesaid.

                  (h) Prior to the effective date of any Registration Statement,
         the Company and Holdings will use their reasonable best efforts to
         register or qualify, or cooperate with the Holders of Securities,
         Exchange Securities or Private Exchange Securities included therein and
         their respective counsel in connection with the registration or
         qualification of, such Securities, Exchange Securities or Private
         Exchange Securities for offer and sale under the securities or blue sky
         laws of such jurisdictions as any such Holder reasonably requests in
         writing and do any and all other acts or things necessary or advisable
         to enable the offer and sale in such jurisdictions of the Securities,
         Exchange Securities or Private Exchange Securities covered by such
         Registration Statement; provided that the Company and Holdings will not
         be required to qualify generally to do business in any jurisdiction
         where they are not then so qualified or to take any action which would
         subject them to general service of process or to taxation in any such
         jurisdiction where they are not then so subject.

                  (i) The Company and Holdings will cooperate with the Holders
         of Securities, Exchange Securities or Private Exchange Securities to
         facilitate the timely preparation and delivery of certificates
         representing Securities, Exchange Securities or Private Exchange
         Securities to be sold pursuant to any Registration Statement free of
         any restrictive legends and in such denominations and registered in
         such names as the Holders thereof may request in writing prior to sales
         of Securities, Exchange Securities or Private Exchange Securities
         pursuant to such Registration Statement.


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                  (j) If any event contemplated by Section 4(b)(ii) through (v)
         occurs during the period for which the Company and Holdings are
         required to maintain an effective Registration Statement, the Company
         and Holdings will promptly prepare and file with the Commission a
         post-effective amendment to the Registration Statement or a supplement
         to the related prospectus or file any other required document so that,
         as thereafter delivered to purchasers of the Securities, Exchange
         Securities or Private Exchange Securities from a Holder, the prospectus
         will not include an untrue statement of a material fact or omit to
         state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.


                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Securities, the Exchange Securities and the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Securities, the Exchange Securities or the
         Private Exchange Securities, as the case may be, in a form eligible for
         deposit with The Depository Trust Company.

                  (l) The Company and Holdings will comply with all applicable
         rules and regulations of the Commission and the Company will make
         generally available to its security holders as soon as practicable
         after the effective date of the applicable Registration Statement an
         earning statement covering at least 12 months satisfying the provisions
         of Section 11(a) of the Securities Act.

                  (m) The Company and Holdings will cause the Indenture or the
         Exchange Securities Indenture, as the case may be, to be qualified
         under the Trust Indenture Act as required by applicable law in a timely
         manner.

                  (n) The Company may require each Holder of Transfer Restricted
         Securities to be registered pursuant to any Shelf Registration
         Statement to furnish to the Company such information concerning the
         Holder and the distribution of such Transfer Restricted Securities as
         the Company may from time to time reasonably require for inclusion in
         such Shelf Registration Statement and the Company may exclude from such
         registration the Transfer Restricted Securities of any Holder that
         fails to furnish such information within a reasonable time after
         receiving such request.

                  (o) In the case of a Shelf Registration Statement, each Holder
         of Transfer Restricted Securities to be registered pursuant thereto
         agrees by acquisition of such Transfer Restricted Securities that, upon
         receipt of any notice from the Company pursuant to Section 4(b)(ii)
         through (v), such Holder will discontinue disposition of such Transfer
         Restricted Securities until such Holder's receipt of copies of the
         supplemental or amended prospectus contemplated by Section 4(j) or
         until advised in writing (the "Advice") by the Company that the use of
         the applicable prospectus may be resumed. If the Company shall give any
         notice under Section 4(b)(ii) through (v) during the period that the
         Company is required to maintain an effective Registration Statement
         (the "Effectiveness Period"), such Effectiveness Period shall be
         extended by the number of days during such period from and including
         the date of the giving of such notice to and including the date when
         each seller of Transfer Restricted Securities covered by such



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<PAGE>   11

         Registration Statement shall have received (x) the copies of the
         supplemental or amended prospectus contemplated by Section 4(j) (if an
         amended or supplemental prospectus is required) or (y) the Advice (if
         no amended or supplemental prospectus is required).

                  (p) In the case of a Shelf Registration Statement, the Company
         and Holdings shall enter into such customary agreements (including, if
         requested, an underwriting agreement in customary form) and take all
         such other action, if any, as Holders of a majority in aggregate
         principal amount of the Securities, Exchange Securities or Private
         Exchange Securities being sold or the managing underwriters (if any)
         shall reasonably request in order to facilitate any disposition of
         Securities, Exchange Securities or Private Exchange Securities pursuant
         to such Shelf Registration Statement.

                  (q) In the case of a Shelf Registration Statement, the Company
         shall (i) make reasonably available for inspection by a representative
         of, and Special Counsel (as defined below) acting for, Holders of a
         majority in aggregate principal amount of the Securities, Exchange
         Securities and Private Exchange Securities being sold and any
         underwriter participating in any disposition of Securities, Exchange
         Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement, all relevant financial and other records,
         pertinent corporate documents and properties of the Company and its
         subsidiaries and (ii) use its reasonable best efforts to have its
         officers, directors, employees, accountants and counsel supply all
         relevant information reasonably requested by such representative,
         Special Counsel or any such underwriter (an "Inspector") in connection
         with such Shelf Registration Statement.

                  (r) In the case of a Shelf Registration Statement, the Company
         shall, if requested by Holders of a majority in aggregate principal
         amount of the Securities, Exchange Securities and Private Exchange
         Securities being sold, their Special Counsel or the managing
         underwriters (if any) in connection with such Shelf Registration
         Statement, use its reasonable best efforts to cause (i) its counsel to
         deliver an opinion relating to the Shelf Registration Statement and the
         Securities, Exchange Securities or Private Exchange Securities, as
         applicable, in customary form, (ii) its officers to execute and deliver
         all customary documents and certificates requested by Holders of a
         majority in aggregate principal amount of the Securities, Exchange
         Securities and Private Exchange Securities being sold, their Special
         Counsel or the managing underwriters (if any) and (iii) its independent
         public accountants to provide a comfort letter or letters in customary
         form, subject to receipt of appropriate documentation as contemplated,
         and only if permitted, by Statement of Auditing Standards No. 72.

                  5. Registration Expenses. The Company and Holdings will
jointly and severally bear all expenses incurred in connection with the
performance of its obligations under Sections 1, 2, 3 and 4, and, other than in
connection with the Exchange Offer Registration Statement, the Company will
reimburse the Initial Purchasers and the Holders for the reasonable fees and
disbursements of one firm of attorneys chosen by the Holders of a majority in
aggregate principal amount of the Securities, the Exchange Securities and the
Private Exchange Securities to be sold pursuant to each Registration Statement
(the "Special Counsel") acting for the Initial Purchasers or Holders in
connection therewith.


                                     - 11 -
<PAGE>   12

                  6. Indemnification.

                  (a) In the event of a Shelf Registration Statement or in
         connection with any prospectus delivery pursuant to an Exchange Offer
         Registration Statement by an Initial Purchaser or Exchanging Dealer, as
         applicable, the Company and Holdings shall jointly and severally
         indemnify and hold harmless each Holder (including, without limitation,
         any such Initial Purchaser or Exchanging Dealer), its affiliates, their
         respective officers, directors, employees, representatives and agents,
         and each person, if any, who controls such Holder within the meaning of
         the Securities Act or the Exchange Act (collectively referred to for
         purposes of this Section 6 and Section 7 as a Holder) from and against
         any loss, claim, damage or liability, joint or several, or any action
         in respect thereof (including, without limitation, any loss, claim,
         damage, liability or action relating to purchases and sales of
         Securities, Exchange Securities or Private Exchange Securities), to
         which that Holder may become subject, whether commenced or threatened,
         under the Securities Act, the Exchange Act, any other federal or state
         statutory law or regulation, at common law or otherwise, insofar as
         such loss, claim, damage, liability or action arises out of, or is
         based upon, (i) any untrue statement or alleged untrue statement of a
         material fact contained in any such Registration Statement or any
         prospectus forming part thereof or in any amendment or supplement
         thereto or (ii) the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading, and shall reimburse each Holder
         promptly upon demand for any legal or other expenses reasonably
         incurred by that Holder in connection with investigating or defending
         or preparing to defend against or appearing as a third party witness in
         connection with any such loss, claim, damage, liability or action as
         such expenses are incurred; provided, however, that the Company and
         Holdings shall not be liable in any such case to the extent that any
         such loss, claim, damage, liability or action arises out of, or is
         based upon, an untrue statement or alleged untrue statement in or
         omission or alleged omission from any of such documents in reliance
         upon and in conformity with any Holders' Information; and provided,
         further, that with respect to any such untrue statement in or omission
         from any related preliminary prospectus, the indemnity agreement
         contained in this Section 6(a) shall not inure to the benefit of any
         Holder from whom the person asserting any such loss, claim, damage,
         liability or action received Securities, Exchange Securities or Private
         Exchange Securities to the extent that such loss, claim, damage,
         liability or action of or with respect to such Holder results from the
         fact that both (A) a copy of the final prospectus was not sent or given
         to such person at or prior to the written confirmation of the sale of
         such Securities, Exchange Securities or Private Exchange Securities to
         such person and (B) the untrue statement in or omission from the
         related preliminary prospectus was corrected in the final prospectus
         unless, in either case, such failure to deliver the final prospectus
         was a result of non-compliance by the Company with Section 4(d), 4(e),
         4(f) or 4(g).

                  (b) In the event of a Shelf Registration Statement, each
         Holder shall indemnify and hold harmless the Company, its affiliates,
         their respective officers, directors, employees, representatives and
         agents, and each person, if any, who controls the Company within the
         meaning of the Securities Act or the Exchange Act (collectively
         referred to for purposes of this Section 6(b) and Section 7 as the
         Company), from and


                                     - 12 -
<PAGE>   13

         against any loss, claim, damage or liability, joint or several, or any
         action in respect thereof, to which the Company may become subject,
         whether commenced or threatened, under the Securities Act, the Exchange
         Act, any other federal or state statutory law or regulation, at common
         law or otherwise, insofar as such loss, claim, damage, liability or
         action arises out of, or is based upon, (i) any untrue statement or
         alleged untrue statement of a material fact contained in any such
         Registration Statement or any prospectus forming part thereof or in any
         amendment or supplement thereto or (ii) the omission or alleged
         omission to state therein a material fact required to be stated therein
         or necessary in order to make the statements therein, in the light of
         the circumstances under which they were made, not misleading, but in
         each case only to the extent that the untrue statement or alleged
         untrue statement or omission or alleged omission was made in reliance
         upon and in conformity with any Holders' Information furnished to the
         Company by such Holder, and shall reimburse the Company for any legal
         or other expenses reasonably incurred by the Company in connection with
         investigating or defending or preparing to defend against or appearing
         as a third party witness in connection with any such loss, claim,
         damage, liability or action as such expenses are incurred; provided,
         however, that no such Holder shall be liable for any indemnity claims
         hereunder in excess of the amount of net proceeds received by such
         Holder from the sale of Securities, Exchange Securities or Private
         Exchange Securities pursuant to such Registration Statement.

                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of any claim or the commencement of any action, the
         indemnified party shall, if a claim in respect thereof is to be made
         against the indemnifying party pursuant to Section 6(a) or 6(b), notify
         the indemnifying party in writing of the claim or the commencement of
         that action; provided, however, that the failure to notify the
         indemnifying party shall not relieve it from any liability which it may
         have under this Section 6 except to the extent that it has been
         materially prejudiced (through the forfeiture of substantive rights or
         defenses) by such failure; and provided, further, that the failure to
         notify the indemnifying party shall not relieve it from any liability
         which it may have to an indemnified party otherwise than under this
         Section 6. If any such claim or action shall be brought against an
         indemnified party, and it shall notify the indemnifying party thereof,
         the indemnifying party shall be entitled to participate therein and, to
         the extent that it wishes, jointly with any other similarly notified
         indemnifying party, to assume the defense thereof with counsel
         reasonably satisfactory to the indemnified party. After notice from the
         indemnifying party to the indemnified party of its election to assume
         the defense of such claim or action, the indemnifying party shall not
         be liable to the indemnified party under this Section 6 for any legal
         or other expenses subsequently incurred by the indemnified party in
         connection with the defense thereof other than the reasonable costs of
         investigation; provided, however, that an indemnified party shall have
         the right to employ its own counsel in any such action, but the fees,
         expenses and other charges of such counsel for the indemnified party
         will be at the expense of such indemnified party unless (1) the
         employment of counsel by the indemnified party has been authorized in
         writing by the indemnifying party, (2) the indemnified party has
         reasonably concluded (based upon advice of counsel to the indemnified
         party) that there may be legal defenses available to it or other
         indemnified parties that are different from or in addition to those
         available to the indemnifying party, (3) a conflict or potential
         conflict exists (based upon advice of counsel to the indemnified party)
         between the


                                     - 13 -
<PAGE>   14

         indemnified party and the indemnifying party (in which case the
         indemnifying party will not have the right to direct the defense of
         such action on behalf of the indemnified party) or (4) the indemnifying
         party has not in fact employed counsel reasonably satisfactory to the
         indemnified party to assume the defense of such action within a
         reasonable time after receiving notice of the commencement of the
         action, in each of which cases the reasonable fees, disbursements and
         other charges of counsel will be at the expense of the indemnifying
         party or parties. It is understood that the indemnifying party or
         parties shall not, in connection with any proceeding or related
         proceedings in the same jurisdiction, be liable for the reasonable
         fees, disbursements and other charges of more than one separate firm of
         attorneys (in addition to any local counsel) at any one time for all
         such indemnified party or parties. Each indemnified party, as a
         condition of the indemnity agreements contained in Sections 6(a) and
         6(b), shall use all reasonable efforts to cooperate with the
         indemnifying party in the defense of any such action or claim. No
         indemnifying party shall be liable for any settlement of any such
         action effected without its written consent (which consent shall not be
         unreasonably withheld), but if settled with its written consent or if
         there be a final judgment for the plaintiff in any such action, the
         indemnifying party agrees to indemnify and hold harmless any
         indemnified party from and against any loss or liability by reason of
         such settlement or judgment. No indemnifying party shall, without the
         prior written consent of the indemnified party (which consent shall not
         be unreasonably withheld), effect any settlement of any pending or
         threatened proceeding in respect of which any indemnified party is or
         could have been a party and indemnity could have been sought hereunder
         by such indemnified party, unless such settlement includes an
         unconditional release of such indemnified party from all liability on
         claims that are the subject matter of such proceeding.

                  7. Contribution. If the indemnification provided for in
Section 6 is unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company from the offering and sale
of the Securities, on the one hand, and a Holder with respect to the sale by
such Holder of Securities, Exchange Securities or Private Exchange Securities,
on the other, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company and Holdings, on the one hand, and such Holder, on the
other, with respect to the statements or omissions that resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and Holdings, on the one hand, and a Holder, on the other, with respect to such
offering and such sale shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Securities (before deducting expenses)
received by or on behalf of the Company as set forth in the table on the cover
of the Offering Memorandum, on the one hand, bear to the total proceeds received
by such Holder with respect to its sale of Securities, Exchange Securities or
Private Exchange Securities, on the other. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to the Company and Holdings or information supplied by
the Company and Holdings, on the one hand, or to any


                                     - 14 -
<PAGE>   15

Holders' Information supplied by such Holder, on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The parties hereto agree
that it would not be just and equitable if contributions pursuant to this
Section 7 were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to herein. The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 7 shall be deemed to include, for purposes of this Section
7, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 7, an
indemnifying party that is a Holder of Securities, Exchange Securities or
Private Exchange Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities, Exchange
Securities or Private Exchange Securities sold by such indemnifying party to any
purchaser exceeds the amount of any damages which such indemnifying party has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

                  8. Rules 144 and 144A. The Company and Holdings shall use
their reasonable best efforts to file the reports required to be filed under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Company and Holdings are not required to file such reports, they will, upon the
written request of any Holder of Transfer Restricted Securities, make publicly
available other information so long as necessary to permit sales of such
Holder's securities pursuant to Rules 144 and 144A. The Company and Holdings
covenant that they will take such further action as any Holder of Transfer
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Transfer Restricted Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including, without limitation, the
requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Transfer Restricted Securities, the Company and Holdings shall deliver to such
Holder a written statement as to whether they have complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.

                  9. Underwritten Registrations. If any of the Transfer
Restricted Securities covered by any Shelf Registration Statement are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities included in such offering, subject to the consent of the Company
(which shall not be unreasonably withheld or delayed), and such Holders shall be
responsible for all underwriting commissions and discounts in connection
therewith.

                  No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of


                                     - 15 -
<PAGE>   16

attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                  10. Miscellaneous.

                  (a) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given, unless the
         Company has obtained the written consent of Holders of a majority in
         aggregate principal amount of the Securities, the Exchange Securities
         and the Private Exchange Securities, taken as a single class.
         Notwithstanding the foregoing, a waiver or consent to depart from the
         provisions hereof with respect to a matter that relates exclusively to
         the rights of Holders whose Securities, Exchange Securities or Private
         Exchange Securities are being sold pursuant to a Registration Statement
         and that does not directly or indirectly affect the rights of other
         Holders may be given by Holders of a majority in aggregate principal
         amount of the Securities, the Exchange Securities and the Private
         Exchange Securities being sold by such Holders pursuant to such
         Registration Statement.

                  (b) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand-delivery,
         first-class mail, telecopier or air courier guaranteeing next-day
         delivery:

                           (1) if to a Holder, at the most current address given
                  by such Holder to the Company in accordance with the
                  provisions of this Section 10(b), which address initially is,
                  with respect to each Holder, the address of such Holder
                  maintained by the Registrar under the Indenture, with a copy
                  in like manner to JPMorgan;

                           (2) if to an Initial Purchaser, initially at its
                  address set forth in the Purchase Agreement; and

                           (3) if to the Company, initially at the address of
                  the Company set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; one business
day after being delivered to a next-day air courier; five business days after
being deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

                  (c) Successors And Assigns. This Agreement shall be binding
upon the Company and its successors and assigns.

                  (d) Counterparts. This Agreement may be executed in any number
of counterparts (which may be delivered in original form or by telecopier) and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


                                     - 16 -
<PAGE>   17

                  (e) Definition of Terms. For purposes of this Agreement, (a)
the term "business day" means any day on which the New York Stock Exchange, Inc.
is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

                  (f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (h) Remedies. In the event of a breach by the Company,
Holdings or by any Holder of any of their obligations under this Agreement, each
Holder, the Company or Holdings, as the case may be, in addition to being
entitled to exercise all rights granted by law, including recovery of damages
(other than the recovery of damages for a breach by the Company or Holdings of
its obligations under Sections 1 or 2 hereof for which liquidated damages have
been paid pursuant to Section 3 hereof), will be entitled to specific
performance of its rights under this Agreement. The Company, Holdings and each
Holder agree that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by each such person of any of the provisions
of this Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, each such person shall waive the
defense that a remedy at law would be adequate.

                  (i) No Inconsistent Agreements. Each of the Company and
Holdings represents, warrants and agrees that (i) it has not entered into, shall
not, on or after the date of this Agreement, enter into any agreement that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person and (iii) (with
respect to the Company) without limiting the generality of the foregoing,
without the written consent of the Holders of a majority in aggregate principal
amount of the then outstanding Transfer Restricted Securities, it shall not
grant to any person the right to request the Company to register any debt
securities of the Company under the Securities Act unless the rights so granted
are not in conflict or inconsistent with the provisions of this Agreement.

                  (j) No Piggyback on Registrations. Neither the Company nor any
of its security holders (other than the Holders of Transfer Restricted
Securities in such capacity) shall have the right to include any securities of
the Company in any Shelf Registration or Registered Exchange Offer other than
Transfer Restricted Securities.

                  (k) Severability. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated,
and


                                     - 17 -
<PAGE>   18


the parties hereto shall use their reasonable best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.




                                     - 18 -
<PAGE>   19


                  Please confirm that the foregoing correctly sets forth the
agreement among the Company, Holdings and the Initial Purchasers.

                                      Very truly yours,

                                      WESCO DISTRIBUTION, INC.,


                                      by
                                          /s/ DANIEL A. BRAILER
                                          ------------------------------------
                                          Name:  Daniel A. Brailer
                                          Title:  Treasurer and Secretary


                                      WESCO INTERNATIONAL, INC.,


                                      by
                                          /s/ DANIEL A. BRAILER
                                          ------------------------------------
                                          Name:  Daniel A. Brailer
                                          Title:  Treasurer and Secretary



Accepted:

J.P. MORGAN SECURITIES INC.
LEHMAN BROTHERS INC.
PNC CAPITAL MARKETS, INC.
TD SECURITIES (USA) INC.
BNY CAPITAL MARKETS, INC.
ABN AMRO INCORPORATED
COMERICA SECURITIES
FLEET SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.



By J.P. MORGAN SECURITIES INC.,


By  /s/ CHRISTOPHER M. BOEGE
    ----------------------------------
     Authorized Signatory


<PAGE>   20


                                                                       ANNEX A


                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."



<PAGE>   21



                                                                       ANNEX B



                  Each broker-dealer that receives Exchange Securities for its
own account in exchange for Securities, where such Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Securities. See "Plan of Distribution."



<PAGE>   22


                                                                       ANNEX C



                              PLAN OF DISTRIBUTION


                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Securities where such Securities were
acquired as a result of market-making activities or other trading activities.
The Company has agreed that, for a period of 180 days after the Expiration Date,
it will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until 40
days after the later of the commencement of the offering and the Issue Date, all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.

                  The Company will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
                  For a period of 180 days after the Expiration Date the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.



<PAGE>   23



                                                                        ANNEX D


                                 [  ] CHECK HERE IF YOU ARE A BROKER-DEALER
                                 AND WISH TO RECEIVE 10 ADDITIONAL COPIES
                                 OF THE PROSPECTUS AND 10 COPIES OF ANY
                                 AMENDMENTS OR SUPPLEMENTS THERETO.

                                 Name:
                                 Address:





If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.