Term Loan Agreement

On December 12, 2012, WESCO Distribution, Inc. ("WESCO Distribution"), as U.S. borrower, WDCC Enterprises Inc. ("WDCC" and together with WESCO Distribution, the "Borrowers"), as Canadian borrower, and WESCO International, Inc. (the "Company") entered into a Term Loan Agreement (the "Term Loan Agreement") among WESCO Distribution, WDCC, the Company, the lenders party thereto and Credit Suisse AG Cayman Islands Branch, as administrative agent and as collateral agent.

The Term Loan Agreement provides for a seven-year term loan facility (the "Term Loan Facility"), the proceeds of which are to be used to finance the Acquisition (as defined below), to pay fees and expenses incurred in connection with the Acquisition and certain other transactions. The Term Loan Facility consists of two separate sub-facilities: (i) a Canadian sub-facility in an aggregate principal amount not to exceed CAD $150.0 million and (ii) a U.S. sub-facility in an aggregate principal amount not to exceed US $700.0 million. Subject to the terms of the Term Loan Facility, the Borrowers may request incremental term loans thereunder from time to time in an aggregate principal amount not to exceed at any time US $300.0 million, with an equivalent principal amount in U.S. Dollars being calculated for any incremental term loan denominated in Canadian Dollars, in order to finance certain permitted acquisitions.

Borrowings under the Term Loan Facility bear interest at base rates determined in accordance with the terms of the Term Loan Facility, plus applicable margins set forth in the Term Loan Agreement. The Borrowers will pay quarterly installments of principal equal to 0.25% of the original principal amount of their respective term loans, plus accrued and unpaid interest, beginning on March 31, 2013. To the extent not previously paid, the term loans will become due and payable on December 12, 2019, with any unpaid incremental term loans becoming due and payable on the respective maturity dates applicable to those incremental term loans. Other than in certain circumstances prior to the first anniversary of the closing of the Term Loan Facility, at any time or from time to time, the Borrowers may prepay borrowings under the Term Loan Facility in whole or in part without premium or penalty. The Borrowers' obligations under the Term Loan Facility are secured by substantially all of the assets of the Borrowers, the Company and certain of the Company's other subsidiaries (collectively, the "Term Loan Parties"); provided that, with respect to borrowings under the U.S. sub-facility, the collateral does not include assets of certain foreign subsidiaries or more than 65% of the issued and outstanding equity interests in certain foreign subsidiaries.

The Term Loan Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Term Loan Parties with respect to indebtedness, liens, investments, mergers and acquisitions, dispositions of assets and transactions with affiliates. The Term Loan Facility also provides for customary events of default, including a failure to pay principal or interest when due, failure to comply with covenants, the fact that any representation or warranty made by any of the Term Loan Parties threunder is materially incorrect, the occurrence of an event of default under certain other indebtedness of any Term Loan Party, the commencement of certain insolvency or receivership events affecting any of the

The foregoing is a summary of the material terms and conditions of the Term Loan Agreement and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Term Loan Agreement attached to this Current Report as Exhibit 10.1, which is incorporated herein by reference.

Amended and Restated Credit Agreement

On December 12, 2012, WESCO Distribution and certain other subsidiaries of the Company entered into a US $600.0 million revolving credit facility (the "Revolving Credit Facility"), which includes a letter of credit sub-facility of up to US $90.0 million in the aggregate, pursuant to the terms and conditions of an Amended and Restated Credit Agreement, dated as of December 12, 2012 (the "Credit Agreement"), among WESCO Distribution, the other US Borrowers party thereto, WESCO Distribution Canada LP ("WESCO Canada") and WDCC, as Canadian Borrowers, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent. The Revolving Credit Facility contains an accordion feature allowing WESCO Distribution to request increases to the borrowing commitments under the Credit Facility of up to US $100.0 million in the aggregate. The Revolving Credit Facility replaces WESCO Distribution's US $400.0 million revolving credit facility originally entered into on August 22, 2011 (as amended, the "Prior Credit Facility").

. . .

Effective December 12, 2012, the Credit Agreement, dated as of August 22, 2011 (the "Prior Credit Agreement"), by and among WESCO Distribution, the other U.S. Borrowers party thereto, WESCO Canada, as Canadian Borrower, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, was replaced by the Credit Agreement. The Prior Credit Agreement provided for a US $400.0 million revolving credit facility, which included a letter of credit sub-facility of up to US $80.0 million. WESCO Distribution was in compliance with all applicable financial covenants and other restrictions under the Prior Credit Facility as of the date of the Credit Agreement.

On December 14, 2012, the Company announced the completion of its acquisition of EECOL Electric Corporation (the "Acquisition"). The purchase price was CAD $1.14 billion, subject to post-closing adjustments relating to cash balances on hand at closing, closing working capital less other debt, pension plan funding, certain liabilities and transaction expenses. Of the purchase price, CAD $50.0 million is being held in escrow to address post-closing purchase price adjustments and potential indemnification claims against the selling parties, with all distributions from the escrow to be made within 18 months. The Acquisition was completed pursuant to the terms and conditions of the Share Purchase Agreement dated October 15, 2012 (the "Share Purchase Agreement") between WDCC, the shareholders listed on Schedule A thereto, EECOL Holdings Ltd., Jarich Holdings Ltd., EESA Corp., EESA Holdings Ltd. and EECOL Electric Corporation. The Share Purchase Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 17, 2012 and is incorporated by reference into this Current Report.

The disclosures set forth above under Items 1.01 and 2.01 are hereby incorporated by reference into this Item 2.03.

(a) Financial Statements of Businesses Acquired.

In connection with the completion of the Acquisition, the Company will file any required historical financial statements in a Current Report on Form 8-K/A no later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

In connection with the completion of the Acquisition, the Company will file any required pro forma financial information in a Current Report on Form 8-K/A no later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.

Exhibit 2.1     Share Purchase Agreement dated October 15, 2012 between WDCC
                Enterprises Inc., the shareholders listed on Schedule A thereto,
                EECOL Holdings Ltd., Jarich Holdings Ltd., EESA Corp., EESA
                Holdings Ltd. and EECOL Electric Corporation (incorporated herein
                by reference to Exhibit 2.1 to the Current Report on Form 8-K filed
                by WESCO International, Inc. on October 17, 2012).

Exhibit 10.1    Term Loan Agreement, dated as of December 12, 2012, among WESCO
                Distribution, Inc., as US Borrower, WDCC Enterprises Inc., as
                Canadian Borrower, WESCO International, Inc., the Lenders party
                thereto and Credit Suisse AG Cayman Islands Branch, as
                Administrative Agent.

Exhibit 10.2    Amended and Restated Credit Agreement, dated as of December 12,
                2012, among WESCO Distribution, Inc., the other U.S. Borrowers
                party thereto, WESCO Distribution Canada LP and WDCC Enterprises
                Inc., as Canadian Borrowers, the other Loan Parties party thereto,
                the Lenders party thereto, JPMorgan Chase Bank, N.A., as
                Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto
                Branch, as Canadian Administrative Agent.

Exhibit 10.3    Seventh Amendment to Third Amended and Restated Receivables
                Purchase Agreement, dated as of December 11, 2012, among WESCO
                Receivables Corp., WESCO Distribution, Inc., the Purchasers and
                Purchaser Agents party thereto and PNC Bank, National Association,
                as Administrator.