EX-4.2



 





Exhibit 4.2




          Registration Rights Agreement, dated as of November 2, 2006, by and among WESCO
International, Inc., a Delaware corporation (together with any successor entity, herein referred to
as the “Issuer”), and WESCO Distribution, Inc., a Delaware corporation (the “Guarantor”), and
Lehman Brothers Inc., Credit Suisse First Boston LLC, Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. (collectively, the “Initial Purchasers”).




          Pursuant to the Purchase Agreement, dated October 25, 2006, among the Issuer, the Guarantor
and the Initial Purchasers (the “Purchase Agreement”), the Initial Purchasers have agreed to
purchase from the Issuer up to $250,000,000 aggregate principal amount [ ]% Convertible Senior
Debentures due 2026 (the “Debentures”) together with the guarantee forming a part thereof (the
“Guarantee” and, together with the Debentures, the “Securities”) (or up to $50,000,000 aggregate
principal amount if the Initial Purchasers exercise in full their option to purchase additional
Debentures, as set forth in the Purchase Agreement). The Debentures initially may be convertible
into fully paid, nonassessable common stock, $0.01 par value per share, of the Issuer (the “Common
Stock”) on the terms, and subject to the conditions, set forth in the Indenture (as defined
herein). To induce the Initial Purchasers to purchase the Debentures, the Issuer and the Guarantor
have agreed to provide the registration rights set forth in this Agreement pursuant to the Purchase
Agreement.




          The parties hereby agree as follows:




          1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:




          Additional Interest: As defined in Section 3(a) hereof.




          Additional Interest Payment Date: Each November 15 and May 15, commencing May 15, 2007.




          Agreement: This Registration Rights Agreement, as amended, modified or otherwise supplemented
from time to time in accordance with the terms hereof.




          Broker-Dealer: Any broker or dealer registered under the Exchange Act.




          Business Day: A day other than a Saturday or Sunday or any day on which banking institutions
in The City of New York are authorized or obligated by law or executive order to close.




          Closing Date: The date of this Agreement.




          Commission: Securities and Exchange Commission.




          Common Stock: As defined in the preamble hereto.




          Debentures: As defined in the preamble hereto.




          Effectiveness Period: As defined in Section 2(a)(iii) hereof.




          Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.




          Exchange Act: Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder.




          Guarantees: As defined in the preamble hereto.




          Guarantor: As defined in the preamble hereto.




 









 





          Holder: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.




          Indemnified Holder: As defined in Section 6(a) hereof.




          Indenture: The Indenture, dated as of November 2, 2006, among the Issuer, the Guarantor and
The Bank of New York, as trustee (the “Trustee”), pursuant to which the Securities are to be
issued, as such Indenture is amended, modified or supplemented from time to time in accordance with
the terms thereof.




          Initial Purchasers: As defined in the preamble hereto.




          Issuer: As defined in the preamble hereto.




          Majority of Holders: Registered Holders of a number of shares of the then outstanding Common
Stock constituting Transfer Restricted Securities and an aggregate principal amount of then
outstanding Debentures constituting Transfer Restricted Securities, such that the sum of such
shares of Common Stock and the shares of Common Stock issuable upon conversion of such Debentures
constitute in excess of 50% of the sum of all of the then outstanding shares of Common Stock
constituting Transfer Restricted Securities and the number of shares of Common Stock issuable upon
conversion of then outstanding Debentures constituting Transfer Restricted Securities, in each case
assuming that the Debentures are then convertible and that no cash is paid upon a conversion of
Debentures. For purposes of the immediately preceding sentence, (i) any Holder may elect to make
any request, notice, demand, objection or other action hereunder with respect to all or any portion
of Transfer Restricted Securities held by it and only the portion as to which such action is taken
shall be included in the numerator of the fraction described in the preceding sentence and (ii)
Transfer Restricted Securities owned, directly or indirectly, by the Issuer or its Affiliates shall
be deemed not to be outstanding.




          NASD: National Association of Securities Dealers, Inc.




          New Securities: As defined in Section 10(d).




          Person: An individual, partnership, corporation, unincorporated organization, limited
liability company, trust, joint venture or a government or agency or political subdivision thereof.




          Prospectus: The prospectus included in a Shelf Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 430A promulgated pursuant to the
Securities Act and any preliminary prospectus), as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective amendments, and all
material incorporated by reference into such Prospectus.




          Purchase Agreement: As defined in the preamble hereto.




          Questionnaire: As defined in Section 2(b) hereof.




          Questionnaire Deadline: As defined in Section 2(b) hereof.




          Record Holder: With respect to any Additional Interest Payment Date, each Person who is a
Holder on the record date with respect to such Additional Interest Payment Date,




 









 




which record date shall be the November 1 and May 1 immediately preceding the relevant
November 15 or May 15 Additional Interest Payment Date, respectively.




          Registration Default: As defined in Section 3(a) hereof.




          Securities: As defined in the preamble hereto.




          Securities Act: Securities Act of 1933, as amended, and the rules and resolutions of the
Commission thereunder.




          Shelf Filing Deadline: As defined in Section 2(a)(i) hereof.




          Shelf Registration Statement: As defined in Section 2(a)(i) hereof.




          Suspension Notice: As defined in Section 4(c) hereof.




          Suspension Period: As defined in Section 4(b)(i) hereof.




          TIA: Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission
thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA.




          Transfer Restricted Securities: Each of the Securities and each of the shares of Common Stock
or New Securities issued upon conversion of Debentures until the earliest of, in the case of any
such Securities or share(s) of Common Stock or New Securities: (i) the date on which holders of
such Securities or such shares of Common Stock or New Securities issued upon conversion thereof may
sell or transfer all such securities immediately without restriction (including without volume or
manner of sale or filing restrictions) pursuant to Rule 144(k) under the Securities Act (or any
other similar provision then in force); (ii) the date on which such Securities or such shares of
Common Stock or New Securities issued upon conversion thereof has been effectively registered under
the Securities Act with the Shelf Registration Statement and sold pursuant thereto; or (iii) the
date when all such Securities or such shares of Common Stock or New Securities issued upon
conversion have ceased to be outstanding (whether as a result of repurchase and cancellation,
conversion or otherwise).




          Underwritten Registration or Underwritten Offering: A registration in which Debentures of the
Issuer are sold to an underwriter for reoffering to the public.




          2. Shelf Registration.




          (a) The Issuer and the Guarantor shall (i) not later than 150 days after the date hereof (the
“Shelf Filing Deadline”), cause to be filed a registration statement for an offering to be made on
a continuous basis pursuant to Rule 415 under the Securities Act (together with any amendments
thereto, any registration statement required by Section 2(d) and including any documents
incorporated by reference therein, the “Shelf Registration Statement”), which Shelf Registration
Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have
provided the information required pursuant to the terms of Section 2(b) hereof, (ii) use reasonable
best efforts to cause the Shelf Registration Statement to be declared effective by the Commission
not later than 210 days after the date hereof (the “Effectiveness Target Date”), and (iii) use
reasonable best efforts to keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 4(b) hereof to the extent
necessary to ensure that it (A) is available for resales by the Holders of Transfer Restricted
Securities entitled to the benefit of this Agreement and (B) conforms with the




 









 




requirements of this Agreement and the Securities Act for a period (the “Effectiveness
Period”) ending on the earliest of (1) the date when the Holders of the Transfer Restricted
Securities are able to sell all Transfer Restricted Securities immediately without volume, manner
of sale, filing or other restriction under Rule 144(k) under the Securities Act, or (2) the date
when all Transfer Restricted Securities are registered under the Shelf Registration Statement and
sold pursuant thereto; or (3) the date when all Transfer Restricted Securities have ceased to be
outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).




          (b) To have its Transfer Restricted Securities included in the Shelf Registration Statement
pursuant to this Agreement, each Holder shall complete the Selling Securityholder Notice and
Questionnaire, the form of which is contained in Annex A to the Offering Memorandum relating to the
Securities (the “Questionnaire”). The Issuer shall mail the Questionnaire to each Holder not less
than 20 Business Days (but not more than 40 Business Days) prior to the time the Issuer intends in
good faith to have the Shelf Registration Statement declared effective by the Commission. Holders
are required to complete and deliver the Questionnaire to the Issuer within 10 Business Days prior
to the effectiveness of the registration statement (the “Questionnaire Deadline”) in order to be
named as selling securityholders in the Prospectus at the time that the Shelf Registration
Statement is declared effective. Upon receipt of a Questionnaire from a Holder on or prior to the
Questionnaire Deadline, the Issuer shall include such Holder’s Transfer Restricted Securities in
the Shelf Registration Statement and the Prospectus. In addition, promptly upon the request of a
Holder given to the Issuer at any time, the Issuer shall deliver a Questionnaire to such Holder.
Any Holder that does not complete and deliver a Questionnaire prior to the Questionnaire Deadline
may not be named as a selling securityholder in the Shelf Registration Statement at the time that
it is declared effective. Upon receipt of a completed Questionnaire from a Holder who did not
complete and deliver a Questionnaire prior to the Questionnaire Deadline, the Issuer and the
Guarantor shall, within 10 Business Days of such receipt, file such amendments to the Shelf
Registration Statement or supplements to a related Prospectus as are necessary to permit such
Holder to deliver such Prospectus to transferees of Transfer Restricted Securities; provided, that
if a post-effective amendment to the Shelf Registration Statement is required, the Issuer and the
Guarantor shall not be obligated to file more than one amendment for all such Holders in any one
fiscal quarter unless the aggregate principal amount of all Transfer Restricted Securities
requested to be included in such amendment or supplement by all such Holders exceeds $25,000,000.




          The Issuer will give notice to all Holders of the effectiveness of the Shelf Registration
Statement by issuing a press release to Business Wire or PR Newswire.




          (c) Upon receipt of written request for additional information from the Issuer, each Holder
who intends to be named as a selling securityholder in the Shelf Registration Statement shall
furnish to the Issuer in writing, within five Business Days after such Holder’s receipt of such
request, such additional information regarding such Holder and the proposed distribution by such
Holder of its Transfer Restricted Securities, in connection with the Shelf Registration Statement
or Prospectus or Preliminary Prospectus included therein and in any application to be filed with or
under state securities law, as the Issuer may reasonably request. In connection with all such
requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify
such Holders of the requirements set forth in this paragraph regarding their obligation to provide
the information requested pursuant to this Section 2. Each Holder as to which the Shelf
Registration Statement is being effected agrees to furnish promptly to the Issuer




 









 




all information required to be disclosed in order to make information previously furnished to
the Issuer by such Holder not materially misleading.




          3. Additional Interest.




          (a) If (i) the Shelf Registration Statement is not filed with the Commission prior to or on
the Shelf Filing Deadline, (ii) the Shelf Registration Statement has not been declared effective by
the Commission prior to or on the Effectiveness Target Date, (iii) except as provided in Section
4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded within five Business Days by a post-effective amendment to the
Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in
the case of a post-effective amendment, is itself immediately declared effective, or (iv) (A)
prior to or on the 45th or 60th day, as the case may be, of any Suspension
Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90
days in any 360 day period, (each such event referred to in foregoing clauses (i) through (iv), a
“Registration Default”), the Issuer and the Guarantor jointly and severally hereby agree to pay
additional interest (“Additional Interest”) with respect to Securities that are Transfer Restricted
Securities from and including the day following the Registration Default to but excluding the day
on which the Registration Default has been cured, accruing at a rate, to each holder of Securities,
(x) with respect to the first 90-day period during which a Registration Default shall have occurred
and be continuing, equal to 0.25% per annum of the principal amount of the Securities, and (y) with
respect to the period commencing on the 91st day following the day the Registration
Default shall have occurred and be continuing, equal to 0.50% per annum of the principal amount of
the Securities; provided that in no event shall Additional Interest accrue at an aggregate rate per
year exceeding 0.50% of the principal amount of the Securities and provided further that Additional
Interest with respect to such Transferred Restricted Securities shall not accrue under more than
one of the foregoing clauses (i), (ii), (iii) and (iv) at any one time. No Additional Interest
shall be payable on any Securities that have been converted into shares of Common Stock or such
Common Stock.




          (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer
or the Guarantor on each Additional Interest Payment Date by wire transfer of immediately available
funds or by federal funds check in accordance with the terms of the Indenture. Following the cure
of all Registration Defaults relating to any particular Securities, the accrual of Additional
Interest with respect to such Securities will cease. The Issuer and the Guarantor agree to deliver
all notices, certificates and other documents contemplated by the Indenture in connection with the
payment of Additional Interest.




          All obligations of the Issuer and the Guarantor set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such security ceases to be
a Transfer Restricted Security shall survive until such time as all such obligations with respect
to such Transfer Restricted Security shall have been satisfied in full. The Additional Interest
set forth above shall be the exclusive monetary remedy available to the Holders of Transfer
Restricted Securities for such Registration Default.




          4. Registration Procedures.




 









 





          (a) In connection with the registration of the Transfer Restricted Securities, the Issuer and
the Guarantor shall comply with all the provisions of Section 4(b) hereof and shall use their
reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution thereof,
and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a
Shelf Registration Statement relating to the registration on any appropriate form under the
Securities Act.




          (b) In connection with the Shelf Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities, the Issuer and the
Guarantor shall:




          (i) Subject to any notice by the Issuer in accordance with this Section 4(b) of the existence
of any fact or event of the kind described in Section 4(b)(iii)(D), use reasonable best efforts to
keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon
the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not be effective and
usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Issuer and
the Guarantor shall file promptly an appropriate amendment to the Shelf Registration Statement, a
supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement
or omission, and, in the case of either clause (A) or (B), use their reasonable best efforts to
cause such amendment to be declared effective and the Shelf Registration Statement and the related
Prospectus to become usable for their intended purposes as soon as practicable thereafter.
Notwithstanding the foregoing, the Issuer may suspend the effectiveness of the Shelf Registration
Statement by written notice to the Holders for a period not to exceed an aggregate of 45 days in
any 90-day period (each such period, a “Suspension Period”) and not to exceed an aggregate of 90
days in any 360-day period if (x) an event occurs and is continuing as a result of which the Shelf
Registration Statement would, in the Issuer’s reasonable judgment, 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 (y) the Issuer reasonably determines that the
disclosure of such event at such time would have a material adverse effect on the business of the
Issuer (and its subsidiaries, if any, taken as a whole); provided that in the event the disclosure
relates to a previously undisclosed proposed or pending material business transaction or agreement,
the disclosure of which would impede the Issuer’s ability to consummate such transaction or
agreement, the Issuer may extend a Suspension Period from 45 days to 60 days in any 90-day period.




          (ii) Prepare and file with the Commission such amendments and post-effective amendments to the
Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective
during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and
to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a
timely manner; and comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by the Shelf Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by the sellers thereof set forth in
the Shelf Registration Statement or supplement to the Prospectus; provided, however, that in no
event will such




 









 




method(s) of distribution take the form of an underwritten offering without the prior written
agreement of the Issuer.




          (iii) Advise the underwriter(s), if any, and selling Holders promptly (but in any event within
five Business Days) and, if requested by such Persons, to confirm such advice in writing (A) when
the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with
respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the Commission for amendments to the Shelf Registration
Statement or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of
the Shelf Registration Statement under the Securities Act or of the suspension by any state
securities commission of the qualification of the Transfer Restricted Securities for offering or
sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or
(D) of the existence of any fact or the happening of any event, during the Effectiveness Period,
that makes any statement of a material fact made in the Shelf Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Shelf Registration
Statement or the Prospectus in order to make the statements therein not misleading.




          If at any time the Commission shall issue any stop order suspending the effectiveness of the
Shelf Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Issuer and the Guarantor shall
use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest
possible time and will provide to the Initial Purchasers and each Holder who is named in the Shelf
Registration Statement prompt notice of the withdrawal of any such order.




          (iv) Furnish to one counsel for the selling Holders and each of the underwriter(s), if any,
before filing with the Commission, a copy of the Shelf Registration Statement and copies of any
Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or
Prospectus (other than documents incorporated by reference after the initial filing of the Shelf
Registration Statement), which documents will be subject to the review of such holders and
underwriter(s), if any, for a period of at least five Business Days but no more than seven Business
Days (in the case of the Shelf Registration Statement and Prospectus) and at least two Business
Days but no more than four Business Days (in the case of any amendment or supplement thereto), and
the Issuer and the Guarantor will not file the Shelf Registration Statement or Prospectus or any
amendment or supplement to the Shelf Registration Statement or Prospectus (other than documents
incorporated by reference) to which a selling Holder of Transfer Restricted Securities covered by
the Shelf Registration Statement or the underwriter(s), if any, shall reasonably object prior to
the filing thereof.




          (v) In connection with an Underwritten Offering of the Transfer Restricted Securities pursuant
to the Shelf Registration Statement, make available at reasonable times for inspection by one or
more representatives of the selling Holders, designated in writing by a Majority of Holders whose
Transfer Restricted Securities are included in the Shelf Registration Statement, any underwriter
participating in any distribution pursuant to the Shelf Registration Statement, and any attorney or
accountant retained by such selling Holders or any of the





 









 




underwriter(s), all financial and other records, pertinent corporate documents and
properties of the Issuer and the Guarantor as shall be reasonably necessary to enable them to
exercise any applicable due diligence responsibilities, and cause the officers, directors, managers
and employees of the Issuer and the Guarantor to supply all information reasonably requested by any
such representative or representatives of the selling Holders, underwriter, attorney or accountant
in connection with the Shelf Registration Statement after the filing thereof and before its
effectiveness, provided, however, that any information designated by the Issuer as confidential at
the time of delivery of such information shall be kept confidential by the recipient thereof and
shall be subject, upon request of the Issuer, to the execution by such persons of a confidentiality
agreement in a form that is reasonable in the context of a registered public offering.




          (vi) If requested by any selling Holders or the underwriter(s), if any, promptly incorporate
in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post effective
amendment if necessary, such information as such selling Holders and underwriter(s), if any, may
reasonably request to have included therein, including, without limitation: (1) information
relating to the “Plan of Distribution” of the Transfer Restricted Securities, (2) information with
respect to the principal amount of Securities or number of shares of Common Stock being sold to
such underwriter(s), (3) the purchase price being paid therefor and (4) any other terms of the
offering of the Transfer Restricted Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post effective amendment as soon as reasonably practicable
after the Issuer is notified of the matters to be incorporated in such Prospectus supplement or
post effective amendment.




          (vii) Furnish to each selling Holder and each of the underwriter(s), if any, upon their
request, without charge, at least one copy of the Shelf Registration Statement, as first filed with
the Commission, and of each amendment thereto (and any documents incorporated by reference therein
or exhibits thereto (or exhibits incorporated in such exhibits by reference) as such Person may
request).




          (viii) Deliver to each selling Holder and each of the underwriter(s), if any, without charge,
as many copies of the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons reasonably may request; subject to any notice by the Issuer in
accordance with this Section 4(b) of the existence of any fact or event of the kind described in
Section 4(b)(iii) (D), the Issuer and the Guarantor hereby consent to the use (in accordance with
applicable law) of the Prospectus and any amendment or supplement thereto by each of the selling
Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto.




          (ix) The Issuer and the Guarantor shall (A) upon request, furnish to each selling Holder and
each underwriter, if any, in such substance and scope as they may reasonably request and as are
customarily made by issuers to underwriters in primary underwritten offerings for selling security
holders, upon the date of closing of any sale of Transfer Restricted Securities in an Underwritten
Registration (1) a certificate, dated the date of such closing, signed by the Chief Financial
Officer of the Issuer covering such matters as are customarily covered in closing certificates
delivered to underwriters in connection with underwritten offerings of securities; (2) opinions,
each dated the date of such closing, of counsel to the Issuer and the Guarantor covering such of
the matters as are customarily covered in legal opinions to underwriters in connection
with underwritten offerings of securities; and (3) customary comfort letters, dated the date of




 









 




such closing, from the independent public accountants of the Issuer and the Guarantor (and from
any other accountants whose report is contained or incorporated by reference in the Shelf
Registration Statement) in the customary form and covering matters of the type customarily covered
in comfort letters to underwriters in connection with underwritten offerings of securities; (B) set
forth in full in the underwriting agreement, if any, indemnification provisions and procedures
which provide rights no less protective than those set forth in Section 6 hereof with respect to
all parties to be indemnified; and (C) deliver such other documents and certificates as may be
reasonably requested by such parties to evidence compliance with clause (A) above and with any
customary conditions contained in the underwriting agreement or other agreement entered into by the
selling Holders pursuant to this clause (ix).




          (x) Before any public offering of Transfer Restricted Securities, cooperate with the selling
Holders, the underwriter(s), if any, and their respective counsel in connection with the
registration and qualification of the Transfer Restricted Securities under the securities or Blue
Sky laws of such jurisdictions in the United States as the selling Holders or underwriter(s), if
any, may reasonably request and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the
Shelf Registration Statement; provided, however, that neither the Issuer nor the Guarantor shall be
required (A) to register or qualify as a foreign corporation or a dealer of securities where it is
not now so qualified or to take any action that would subject it to the service of process in any
jurisdiction where it is not now so subject or (B) to subject itself to taxation in any such
jurisdiction if it is not now so subject.




          (xi) Cooperate with the selling Holders and the underwriter(s), if any, to facilitate the
timely preparation and delivery of certificates representing Transfer Restricted Securities to be
sold and not bearing any restrictive legends (unless required by applicable securities laws); and
enable such Transfer Restricted Securities to be in such denominations and registered in such names
as the Holders or the underwriter(s), if any, may request at least two Business Days before any
sale of Transfer Restricted Securities made by such underwriter(s).




          (xii) Use their reasonable best efforts to cause the Transfer Restricted Securities covered by
the Shelf Registration Statement to be registered with or approved by such other U.S. governmental
agencies or authorities as may be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities.




          (xiii) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by Section
4(b)(iii)(D) hereof shall exist or have occurred, use their reasonable best efforts to prepare a
supplement or post effective amendment to the Shelf Registration Statement or related Prospectus or
any document incorporated therein by reference or file any other required document so that, as
thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.




          (xiv) Provide CUSIP numbers for all Transfer Restricted Securities not later than the
effective date of the Shelf Registration Statement and provide the Trustee under the Indenture with
certificates for the Securities that are in a form eligible for deposit with The Depository Trust
Company.




 









 





          (xv) Cooperate and assist in any filings required to be made with the NASD and in the
performance of any due diligence investigation by any underwriter that is required to be retained
in accordance with the rules and regulations of the NASD.




          (xvi) Otherwise use their reasonable best efforts to comply with all applicable rules and
regulations of the Commission and all reporting requirements under the Exchange Act.




          (xvii) Cause the Indenture to be qualified under the TIA not later than the effective date of
the Shelf Registration Statement required by this Agreement, and, in connection therewith,
cooperate with the Trustee and the holders of Securities to effect such changes to the Indenture as
may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and
execute and use their reasonable best efforts to cause the Trustee thereunder to execute all
documents that may be required to effect such changes and all other forms and documents required to
be filed with the Commission to enable such Indenture to be so qualified in a timely manner.




          (xviii) Cause all Transfer Restricted Securities covered by the Shelf Registration Statement
to be listed or quoted, as the case may be, on each securities exchange or automated quotation
system on which similar securities issued by the Issuer are then listed or quoted.




          (xix) Provide to each Holder upon written request each document filed with the Commission
pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective
date of the Shelf Registration Statement.




          (xx) If requested by the underwriters, prepare and present to potential investors customary
“road show” or marketing materials in a manner consistent with other new issuances of other
securities similar to the Transfer Restricted Securities.




          (c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of
any notice (a “Suspension Notice”) from the Issuer of the existence of any fact of the kind
described in Section 4(b)(iii)(D) hereof, such Holder will, and will use their reasonable best
efforts to cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the Shelf Registration Statement until
(i) such Holder has received copies of the supplemented or amended Prospectus contemplated by
Section 4(b)(xiii) hereof, or (ii) such Holder is advised in writing by the Issuer that the use of
the Prospectus may be resumed, and has received copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus. If so directed by the Issuer, each Holder
will deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities
that was current at the time of receipt of such notice of suspension.




          5. Registration Expenses.




          (a) All expenses incident to the performance of or compliance with this Agreement by the
Issuer and the Guarantor shall be borne by the Issuer and the Guarantor regardless of whether a
Shelf Registration Statement becomes effective, including, without limitation (i) all registration
and filing fees and expenses (including filings made by the Initial Purchasers or any Holders with
the NASD); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing of Prospectuses and
certificates for the Common Stock to be issued upon conversion of the Securities) and the expenses
of the Issuer and the Guarantor for messenger and delivery services




 









 




and telephone; (iv) all fees and disbursements of counsel to the Issuer and the Guarantor and,
subject to Section 5(b) below, the Holders of Transfer Restricted Securities; (v) all application
and filing fees in connection with listing (or authorizing for quotation) the Common Stock on a
national securities exchange or automated quotation system pursuant to the requirements hereof; and
(vi) all fees and disbursements of independent certified public accountants of the Issuer and the
Guarantor (including the expenses of any special audit and comfort letters required by or incident
to such performance). The Issuer and the Guarantor shall bear their internal expenses (including,
without limitation, all salaries and expenses of their officers and employees performing legal,
accounting or other duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Issuer and the Guarantor.




          (b) In connection with the Shelf Registration Statement required by this Agreement, including
any amendment or supplement thereto, and any other documents delivered to any Holders, the Issuer
and the Guarantor shall reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel as may be chosen by a Majority of
Holders for whose benefit the Shelf Registration Statement is being prepared. The Issuer and the
Guarantor shall not be required to pay any underwriting discount, commission or similar fee related
to the sale of any securities.




          6. Indemnification and Contribution.




          (a) The Issuer and the Guarantor shall jointly and severally indemnify and hold harmless each
Holder, such Holder’s officers, directors, partners and employees and each person, if any, who
controls such Holder within the meaning of the Securities Act (each, an “Indemnified Holder”), from
and against any loss, claim, damage or liability, joint or several, or any action in respect
thereof (including, but not limited to, any loss, claim, damage, liability or action relating to
resales of the Transfer Restricted Securities), to which such Indemnified Holder may become
subject, insofar as any 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 the Shelf
Registration Statement or Prospectus or any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading, and shall reimburse each Indemnified Holder promptly upon demand for any legal or other
expenses reasonably incurred by such Indemnified Holder in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Issuer 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,
any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf
Registration Statement or Prospectus or amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of such Holder;
provided, further, that the Issuer and the Guarantor shall not be liable for any loss, liability,
claim, damage or expense to the extent that it arises from a sale of Transfer Restricted Securities
occurring during a Suspension Period, provided that such Holder shall have received a Suspension
Notice with respect to such Suspension Period prior to such sale. The foregoing indemnity
agreement is in addition to any liability which the Issuer and the Guarantor may otherwise have to
any Indemnified Holder.




 









 





          (b) Each Holder, severally and not jointly, shall indemnify and hold harmless the Issuer, the
Guarantor, their officers, directors and employees and each person, if any, who controls the Issuer
or any Guarantor within the meaning of the Securities Act, from and against any loss, claim, damage
or liability, joint or several, or any action in respect thereof, to which the Issuer, any
Guarantor or any such officer, director, employee or controlling person may become subject, insofar
as any such loss, claim, damage or liability or action arises out of, or is based upon (i) any
untrue statement or alleged untrue statement of any material fact contained in the Shelf
Registration Statement or Prospectus or any amendment or supplement thereto or (ii) the omission or
the alleged omission to state therein any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading, but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with written
information furnished to the Issuer by or on behalf of such Holder (or its related Indemnified
Holder) specifically for use therein, and shall reimburse the Issuer, the Guarantor and any such
officer, director, employee or controlling person promptly upon demand for any legal or other
expenses reasonably incurred by the Issuer, the Guarantor or any such officer, director, employee
or controlling person in connection with investigating or defending or preparing to defend against
any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability that any Holder may otherwise have to the
Issuer, the Guarantor and any such officer, employee or controlling person.




          (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 under this Section 6, 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 it has been materially prejudiced 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 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 reasonable costs of investigation; provided, however, that a Majority of Holders
shall have the right to employ a single counsel to represent jointly a Majority of Holders and
their respective officers, directors, partners, employees and controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may be sought by a
Majority of Holders against the Issuer under this Section 6, if a Majority of Holders seeking
indemnification shall have been advised by legal counsel that there may be one or more legal
defenses available to them and their respective officers, employees and controlling persons that
are different from or additional to those available to the Issuer, the Guarantor and their
officers, directors, employees and controlling persons, the fees and expenses of a single separate
counsel shall be paid by the Issuer and the Guarantor. No indemnifying party shall (i) without the
prior written consent of the indemnified parties (which consent shall




 









 




not be unreasonably withheld) settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability arising out of such
claim, action, suit or proceeding, or (ii) 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.




          (d) If the indemnification provided for in this Section 6 shall for any reason be unavailable
or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any
loss, claim, damage or liability (or action in respect thereof) referred to therein, 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 is appropriate to reflect the relative
benefits received by the Issuer and the Guarantor from the offering and sale of the Transfer
Restricted Securities on the one hand and a Holder with respect to the sale by such Holder of the
Transfer Restricted Securities on the other, or (ii) if the allocation provided by clause (6)(d)(i)
is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 6(d)(i) but also the relative fault of the Issuer and the
Guarantor on the one hand and the Holders on the other in connection with the statements or
omissions or alleged statements or alleged 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 Issuer and the Guarantor 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 purchased under the Purchase Agreement
(net of discounts and commissions but before deducting expenses) received by the Issuer and the
Guarantor on the one hand, bear to the total proceeds received by such Holder with respect to its
sale of Transfer Restricted Securities on the other. The relative fault of the parties shall be
determined by reference to whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Issuer
and the Guarantor on the one hand or the Holders on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Issuer, the Guarantor and each Holder agree that it would not be just and equitable
if the amount of contribution pursuant to this Section 6(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations
referred to in the first sentence of this paragraph (d). 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 6 shall be deemed to include, for purposes of this
Section 6, 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 6, no Holder shall be required to contribute any amount in excess of
the amount by which the total price at which the Transfer Restricted Securities purchased by it
were resold exceeds the amount of any damages which such Holder has otherwise been required 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. The Holders’ obligations to contribute as
provided in this Section 6(d) are several and not joint.




          7. Rule 144A. In the event the Issuer is not subject to Section 13 or 15(d) of the
Exchange Act, the Issuer hereby agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.




          8. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (i) agrees to sell such Holder’s Transfer
Restricted Securities on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.




          9. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering if approved by the Issuer, as provided in Section 4(b)(ii).
In any such Underwritten Offering, the investment banker or investment bankers and manager or
managers that will administer the offering will be selected by a Majority of Holders whose Transfer
Restricted Securities are included in such offering; provided, that such investment bankers and
managers must be reasonably satisfactory to the Issuer.




          10. Miscellaneous.




          (a) Remedies. The Issuer and the Guarantor acknowledge and agree that any failure by the
Issuer and the Guarantor to comply with its obligations under Section 2 hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the obligations of the Issuer and the Guarantor under
Section 2 hereof. The Issuer and the Guarantor further agree to waive the defense in any action
for specific performance that a remedy at law would be adequate.




          (b) Adjustments Affecting Transfer Restricted Securities. The Issuer and the Guarantor shall
not take any action with the primary purpose of adversely affecting the ability of the Holders of
the Transfer Restricted Securities as a class to include such Transfer Restricted Securities in a
registration undertaken pursuant to this Agreement.




          (c) No Inconsistent Agreements. The Issuer and the Guarantor will not, on or after the date
of this Agreement, enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. In addition, the Issuer and the Guarantor shall not grant to any of their security holders
(other than the Holders of Transfer Restricted Securities in such capacity) the right to include
any securities in the Shelf Registration Statement provided for in this Agreement




 









 




other than the Transfer Restricted Securities. Except as disclosed in the Offering
Memorandum, the Issuer and the Guarantor have not previously entered into any agreement (which has
not expired or been terminated) granting any registration rights with respect to its securities to
any Person which rights conflict with the provisions hereof.




          (d) Amendments and Waivers. Except as provided in the next paragraph, this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures from the provisions
hereof may not be given, unless the Issuer and the Guarantor have obtained the written consent of a
Majority of Holders or such greater percentage of the Holders as required by the Indenture. In the
event of a merger or consolidation or sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of the Issuer and its
subsidiaries on a consolidated basis, the Issuer and the Guarantor shall procure the assumption of
its obligations under this Agreement (which it is understood and agreed shall include the
registration of any other securities into which the Securities or the Common Stock (the “New
Securities”) have become convertible on substantially the same terms as provided for the
registration of the Common Stock) by the Person (if other than the Issuer) formed by such
consolidation or into which the Issuer and the Guarantor are merged or the Person who acquires by
sale, assignment, conveyance, transfer, lease or other disposition all or substantially all of the
properties and assets of the Issuer and its subsidiaries on a consolidated basis and this Agreement
may be amended, modified or supplemented without the consent of any Holders to provide for such
assumption of the Issuer’s and the Guarantor’ obligations hereunder (including the registration of
any New Securities). Without the consent of each Holder of Securities, no amendment or
modification may change the provisions relating to the payment of Additional Interest during the
pendency of a Registration Default.




     Each Holder of Transfer Restricted Securities outstanding at the time of any amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any amendment,
modification, supplement, waiver or consent effected pursuant to this Section 10(d), whether or not
any notice, writing or marking indicating such amendment, modification, supplement, waiver or
consent appears on the Transfer Restricted Securities or is delivered to such Holder.



          (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first class mail (registered or certified, return receipt
requested), telex, facsimile transmission, or air courier guaranteeing overnight delivery (i) if to
a Holder, at the address set forth on the records of the registrar under the Indenture or the
transfer agent of the Common Stock, as the case may be; and (ii) if to the Issuer or the Guarantor:




WESCO International, Inc.

225 West Station Square Drive, Suite 700

Pittsburgh, Pennsylvania 15219

Attention: Daniel A. Brailer

Telephone: 412-454-4220

Facsimile: 412-454-2595




With a copy to:




Kirkpatrick & Lockhart Nicholson Graham LLP




 









 





Henry W. Oliver Building

535 Smithfield Street

Pittsburgh, PA 15222-2312

Attention: Michael C. McLean

Telephone: 412-355-6500

Facsimile: 412-355-6501




          All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
transmitted by facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.




          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including without limitation and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that (i) this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired Transfer
Restricted Securities from such Holder and (ii) nothing contained herein shall be deemed to permit
any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the
terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire
Transfer Restricted Securities, in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement.




          (g) Counterparts. This Agreement may be executed in any number of counterparts 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.




          (h) Securities Held by the Issuer or Its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer
Restricted Securities held by the Issuer or its “affiliates” (as such term is defined in Rule 405
under the Securities Act) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.




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




          (j) Governing Law. This Agreement shall be governed by, and construed in accordance with, the
law of the State of New York.




          (k) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.




 









 





          (l) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuer and the Guarantor with respect
to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.





 










 





          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	WESCO International, Inc.

 	 
	 	By:  	/s/ Stephen A. Van Oss
 	 
	 	Name:  	 	Stephen A. Van Oss 	 
	 	Title:  	 	Senior Vice President and Chief
Financial and Administrative Officer 	 
	 



	 	 	 	 	 
	 	WESCO Distribution, Inc.

 	 
	 	By:  	/s/ Stephen A. Van Oss
 	 
	 	Name:  	 	Stephen A. Van Oss 	 
	 	Title:  	 	Senior Vice President and Chief
Financial and Administrative Officer 	 
	 



	 	 	 
	Lehman Brothers Inc.
	 	 
	 
	 	 
	For Themselves and as 

Representative of the other Initial Purchasers

	 	 
	 
	 	 
	By: Lehman Brothers Inc.
	 	 
	 
	 	 





			

	By: /s/ Victoria Hale
	 	 
	 

Authorized Representative

	 	 
	 
	 	 
	Victoria Hale
	 	 
	Vice President