TERM LOAN AGREEMENT dated as of October 12, 2007, and Amended and Restated as of March 12, 2008 among VH MERGERSUB, INC. (which on the Closing Date shall be merged with and into) CDW CORPORATION, as the Borrower, THE LENDERS PARTY HERETO and LEHMAN...Term Loan Agreement • September 7th, 2010 • CDW Finance Corp • New York
TERM LOAN AGREEMENT dated as of March 12, 2008 (this “Agreement”), among CDW CORPORATION, an Illinois corporation (the “Company” or the “Borrower”)), the Lenders (as defined herein), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent and Collateral Agent (in each case, as defined herein) for the Lenders (as defined herein), LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers (the “Arrangers”) and joint bookrunners for the Term Loan Facility (as defined herein), MORGAN STANLEY SENIOR FUNDING, INC. as co-syndication agent and joint bookrunner, DEUTSCHE BANK SECURITIES INC. as co-syndication agent and joint bookrunner and JPMORGAN CHASE BANK, N.A., as co-syndication agent. Capitalized terms used herein shall have the meanings set forth in Article I.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CDW DIRECT, LLCLimited Liability Company Agreement • September 7th, 2010 • CDW Finance Corp • Illinois
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CDW Direct, LLC (the “Company”) is dated and effective as of the 23rd day of February, 2010, by CDW LLC, an Illinois limited liability company, as the sole member of the Company (the “Member”).
REVOLVING LOAN CREDIT AGREEMENT dated as of October 12, 2007, among VH MERGERSUB, INC. (which on the Closing Date shall be merged with and into) CDW CORPORATION, as the Borrower, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as...Revolving Loan Credit Agreement • September 7th, 2010 • CDW Finance Corp • New York
REVOLVING LOAN CREDIT AGREEMENT dated as of October 12, 2007 (this “Agreement”), among VH MERGERSUB, INC., an Illinois corporation (“Merger Sub”), (which on the Closing Date shall be merged with and into CDW CORPORATION, an Illinois corporation (the “Company”)), with the Company surviving such merger, the Lenders (as defined herein), JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined herein) for the Lenders (as defined herein), LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers (the “Arrangers”) for the Credit Facilities (as defined herein), MORGAN STANLEY SENIOR FUNDING, INC. as co-syndication agent and joint bookrunner, DEUTSCHE BANK SECURITIES INC. as co-syndication agent and joint bookrunner, LEHMAN BROTHERS INC., as co-syndication agent and joint bookrunner. Capitalized terms used herein shall have the meanings set forth in Article I.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CDW LLCLimited Liability Company Agreement • September 7th, 2010 • CDW Finance Corp • Illinois
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CDW LLC (the “Company”) is dated and effective as of the 23rd day of February, 2010, by VH Holdings, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).
FORM OF CDW HOLDINGS LLC (EXECUTIVE) DEFERRED UNIT PURCHASE AGREEMENTDeferred Unit Purchase Agreement • September 7th, 2010 • CDW Finance Corp • Delaware
This Deferred Unit Purchase Agreement (this “Agreement”) is made as of October 12, 2007, between CDW Corporation, an Illinois corporation (the “Company”), and «Name» (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 10 hereof.
FORM OF COMPENSATION PROTECTION AGREEMENTCompensation Protection Agreement • September 7th, 2010 • CDW Finance Corp • Illinois
THIS AGREEMENT (the “Agreement”) is entered into on and is effective as of (the “Effective Date”) by and between CDW LLC, an Illinois limited liability company (the “Company”), and (the “Executive”).
FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • September 7th, 2010 • CDW Finance Corp • Illinois
This Noncompetition Agreement (this “Agreement”) is entered into effective as of between CDW LLC, an Illinois limited liability company (together with its successors and assigns, the “Company”), and (the “Employee”).
SENIOR REGISTRATION RIGHTS AGREEMENTSenior Registration Rights Agreement • September 7th, 2010 • CDW Finance Corp • New York
This SENIOR REGISTRATION RIGHTS AGREEMENT dated October 10, 2008 (this “Agreement”) is entered into by and among CDW Corporation, an Illinois corporation (the “Issuer”), the Guarantors party hereto (collectively, the “Guarantors” and, individually, a “Guarantor”) and the holders of loans made to the Issuer as borrower under the Bridge Loan Agreement (as defined below) who, from time to time in connection with the delivery of an Exchange Request, execute and deliver a joinder to this Agreement in the form of Annex A attached hereto and thereby become a party hereto (collectively, the “Holders” and, individually, a “Holder”).
FORM OF CDW HOLDINGS LLC (EXECUTIVE) CLASS A COMMON UNIT [PURCHASE AND EXCHANGE] AGREEMENTExchange] Agreement • September 7th, 2010 • CDW Finance Corp • Delaware
THIS CLASS A COMMON UNIT [PURCHASE AND EXCHANGE] AGREEMENT (this “Agreement”) is made as of , by and between CDW Holdings LLC, a Delaware limited liability company (the “Company”), and (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 11 hereof.
FORM OF CDW RESTRICTED DEBT UNIT PLAN (EXECUTIVE) RESTRICTED DEBT UNIT GRANT NOTICE AND AGREEMENTRestricted Debt Unit Plan • September 7th, 2010 • CDW Finance Corp
CDW LLC (the “Company”) is pleased to confirm that you have been granted Restricted Debt Units (“RDUs”), as defined in the CDW Restricted Debt Unit Plan (the “Plan”), effective March 10, 2010 (the “Grant Date”).
SENIOR SUBORDINATED EXCHANGE NOTE SUPPLEMENTAL INDENTURESupplemental Indenture • September 7th, 2010 • CDW Finance Corp • New York
SENIOR SUBORDINATED EXCHANGE NOTE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 10, 2010, among CDW LLC, an Illinois limited liability company (as successor in interest to CDW Corporation, an Illinois corporation) (the “New Issuer”), the existing guarantors listed on Schedule I hereto (the “Existing Guarantors”), CDW Government LLC, an Illinois limited liability company (as successor in interest to CDW Government, Inc.) (the “Successor Guarantor”) and U.S. Bank National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SECOND SENIOR EXCHANGE NOTE SUPPLEMENTAL INDENTURESenior Exchange Note Supplemental Indenture • September 7th, 2010 • CDW Finance Corp • New York
WHEREAS, CDW Corporation, an Illinois corporation (the “Initial Issuer”), and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of October 10, 2008, as supplemented by the Senior Exchange Note Supplemental Indenture, dated as of May 10, 2010, by and among the Company (as successor in interest to the Initial Issuer), the Guarantors and the Trustee (together, the “Indenture”), providing for the issuance of an aggregate principal amount, at any one time outstanding of (a) (i) (x) up to $890,000,000 of Senior Exchange Notes due 2015 (the “Senior Exchange Notes”) and (y) up to $300,000,000, plus the amount of any increase in principal amount of Loans under the Senior Bridge Loan Agreement resulting from the payment of PIK Interest on the Loans, of Senior PIK Election Exchange Notes due 2015 (the “Senior PIK Election Exchange Notes”, and together with the Senior Exchange Notes, the “Initial Notes”) and (ii) the issuance from time to time of PIK Notes
SENIOR SUBORDINATED BRIDGE LOAN AGREEMENT dated as of October 12, 2007 and Amended and Restated as of March 12, 2008 among VH MERGERSUB, INC. (TO BE MERGED WITH AND INTO CDW CORPORATION), as Borrower, VH HOLDINGS, INC., as Holdings, The Subsidiary...Senior Subordinated Bridge Loan Agreement • September 7th, 2010 • CDW Finance Corp • New York
This SENIOR SUBORDINATED BRIDGE LOAN AGREEMENT (“Agreement”) is entered into as of March 12, 2008, among CDW Corporation, an Illinois corporation (“CDW”, the “Company” or the “Borrower”), VH HOLDINGS, INC., a Delaware corporation (“Holdings”), the SUBSIDIARY GUARANTORS party hereto (collectively, the “Subsidiary Guarantors” and, individually, a “Subsidiary Guarantor”), the LENDERS party hereto (collectively the “Lenders” and, individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SENIOR SUBORDINATED REGISTRATION RIGHTS AGREEMENTSubordinated Registration Rights Agreement • September 7th, 2010 • CDW Finance Corp • New York
This SENIOR SUBORDINATED REGISTRATION RIGHTS AGREEMENT dated October 10, 2008 (this “Agreement”) is entered into by and among CDW Corporation, an Illinois corporation (the “Issuer”), the Guarantors party hereto (collectively, the “Guarantors” and, individually, a “Guarantor”) and the holders of loans made to the Issuer as borrower under the Subordinated Bridge Loan Agreement (as defined below) who, from time to time in connection with the delivery of an Exchange Request, execute and deliver a joinder to this Agreement in the form of Annex A attached hereto and thereby become a party hereto (collectively, the “Holders” and, individually, a “Holder”).
REGISTRATION AGREEMENTRegistration Agreement • September 7th, 2010 • CDW Finance Corp • Delaware
THIS REGISTRATION AGREEMENT (the “Agreement”) is made as of October 12, 2007, by and among VH Holdings, Inc., a Delaware corporation (the “Company”), CDW Holdings LLC, a Delaware limited liability company and direct part of the Company (the “LLC”), Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership (“MDCP V-A”), Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership (“MDCP V-C”), Madison Dearborn Partners V Executive-A, L.P., a Delaware limited partnership (“MDCP Executive” and collectively with MDCP V-A and MDCP V-C, “MDCP”), Providence Equity Partners VI L.P., a Delaware limited partnership (“PEP-VI”), Providence Equity Partners VI-A L.P., a Delaware limited partnership (“PEP-VI-A” and together with PEP-VI, “PEP”), and each of the other Persons listed on the Other Securityholders Schedule attached hereto (each, an “Other Securityholder” and collectively, the “Other Securityholders”). MDCP and PEP are together referred to herein as the “In
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 7th, 2010 • CDW Finance Corp • Illinois
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of October 12, 2007, is made by and between CDW Corporation, an Illinois corporation (the “Company”), Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (“MDP”) and Providence Equity Partners L.L.C., a Delaware limited liability company (“PEP”, and together with MDP, the “Advisors”).
FORM OF CDW RESTRICTED DEBT UNIT PLAN (MANAGEMENT) RESTRICTED DEBT UNIT GRANT NOTICE AND AGREEMENTRestricted Debt Unit Plan • September 7th, 2010 • CDW Finance Corp
CDW LLC (the “Company”) is pleased to confirm that you have been granted Restricted Debt Units (“RDUs”), as defined in the CDW Restricted Debt Unit Plan (the “Plan”), effective March 10, 2010 (the “Grant Date”).
SECOND SENIOR SUBORDINATED EXCHANGE NOTE SUPPLEMENTAL INDENTURESupplemental Indenture • September 7th, 2010 • CDW Finance Corp • New York
WHEREAS, CDW Corporation, an Illinois corporation (the “Initial Issuer”), and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of October 10, 2008, as supplemented by the Senior Subordinated Exchange Note Supplemental Indenture, dated as of May 10, 2010, by and among the Company (as successor in interest to the Initial Issuer), the Guarantors and the Trustee (together, the “Indenture”), providing for the issuance of an aggregate principal amount, at any one time outstanding of (a) up to $750,000,000 of Senior Subordinated Exchange Notes due 2017 (the “Senior Subordinated Exchange Notes”) and (b) if and when issued as provided in the Registration Rights Agreement or otherwise registered under the Securities Act and issued, the Company’s senior subordinated exchange notes due 2017 (the “Exchange Notes”, and together with the Senior Subordinated Exchange Notes, the “Notes”)) issued in the Registered Exchange Offer;
FORM OF CDW HOLDINGS LLC (EXECUTIVE) CLASS B COMMON UNIT GRANT AGREEMENTCommon Unit Grant Agreement • September 7th, 2010 • CDW Finance Corp • Delaware
THIS CLASS B COMMON UNIT GRANT AGREEMENT (this “Agreement”) is made as of ____________, by and between CDW Holdings LLC, a Delaware limited liability company (the “Company”), and ____________ (“Executive”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 9 hereof.
SENIOR BRIDGE LOAN AGREEMENT dated as of October 12, 2007 and Amended and Restated as of March 12, 2008 among VH MERGERSUB, INC. (TO BE MERGED WITH AND INTO CDW CORPORATION), as Borrower, VH HOLDINGS, INC., as Holdings, The Subsidiary Guarantors Party...Senior Bridge Loan Agreement • September 7th, 2010 • CDW Finance Corp • New York
This SENIOR BRIDGE LOAN AGREEMENT (“Agreement”) is entered into as of March 12, 2008, among CDW Corporation, an Illinois corporation (“CDW”, the “Company” or the “Borrower”), VH HOLDINGS, INC., a Delaware corporation (“Holdings”), the SUBSIDIARY GUARANTORS party hereto (collectively, the “Subsidiary Guarantors” and, individually, a “Subsidiary Guarantor”), the LENDERS party hereto (collectively the “Lenders” and, individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDMENT NO. 1CDW Finance Corp • September 7th, 2010
AMENDMENT NO. 1 dated as of April 2, 2008 to the Senior Bridge Loan Agreement dated as of October 12, 2007, as amended and restated as of March 12, 2008 (the “Bridge Loan Agreement”) among VH MergerSub, Inc. (“Merger Sub” and, prior to the Merger, the “Borrower”), an Illinois corporation to be merged with and into CDW Corporation, an Illinois corporation (“CDW” or the “Company” and, after the Merger, the “Borrower”), VH Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party thereto (collectively, the “Subsidiary Guarantors” and, individually, a “Subsidiary Guarantor”), the Lenders party thereto (collectively the “Lenders” and, individually, a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent.
FORM OF CDW HOLDINGS LLC (MANAGEMENT) CLASS B COMMON UNIT GRANT AGREEMENTCommon Unit Grant Agreement • September 7th, 2010 • CDW Finance Corp • Delaware
THIS CLASS B COMMON UNIT GRANT AGREEMENT (this “Agreement”) is made as of , by and between CDW Holdings LLC, a Delaware limited liability company (the “Company”), and (“Executive”). Capitalized terms used but not otherwise defined herein or in the LLC Agreement (as defined below) shall have the meanings assigned to such terms in Section 9 hereof.
FORM OF CDW HOLDINGS LLC (MANAGEMENT) CLASS A COMMON UNIT [PURCHASE AND EXCHANGE] AGREEMENTPurchase and Exchange] Agreement • September 7th, 2010 • CDW Finance Corp • Delaware
THIS CLASS A COMMON UNIT PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made as of , by and between CDW Holdings LLC, a Delaware limited liability company (the “Company”), and (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 12 hereof.
SENIOR EXCHANGE NOTE SUPPLEMENTAL INDENTURESenior Exchange Note Supplemental Indenture • September 7th, 2010 • CDW Finance Corp • New York
SENIOR EXCHANGE NOTE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 10, 2010, among CDW LLC, an Illinois limited liability company (as successor in interest to CDW Corporation, an Illinois corporation) (the “New Issuer”), the existing guarantors listed on Schedule I hereto (the “Existing Guarantors”), CDW Government LLC, an Illinois limited liability company (as successor in interest to CDW Government, Inc.) (the “Successor Guarantor”) and U.S. Bank National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 1Term Loan Agreement • September 7th, 2010 • CDW Finance Corp
AMENDMENT NO. 1 dated as of November 4, 2009 (this “Amendment No. 1”) to the Term Loan Agreement dated as of October 12, 2007, as amended and restated as of March 12, 2008, and as otherwise modified and supplemented as in effect on the date hereof (the “Term Loan Agreement”) among CDW Corporation, an Illinois corporation (successor by merger to VH MergerSub, Inc.) (“CDW” or the “Borrower”), the Lenders party thereto (collectively the “Lenders” and, individually, a “Lender”), Morgan Stanley Senior Funding, Inc. (as successor to Lehman Commercial Paper Inc.), as Administrative Agent, and Morgan Stanley & Co. Incorporated (as successor to Lehman Commercial Paper Inc.), as Collateral Agent.
AMENDMENT NO. 1CDW Finance Corp • September 7th, 2010
AMENDMENT NO. 1 dated as of April 2, 2008 to the Senior Subordinated Bridge Loan Agreement dated as of October 12, 2007, as amended and restated as of March 12, 2008 (the “Bridge Loan Agreement”) among VH MergerSub, Inc. (“Merger Sub” and, prior to the Merger, the “Borrower”), an Illinois corporation to be merged with and into CDW Corporation, an Illinois corporation (“CDW” or the “Company” and, after the Merger, the “Borrower”), VH Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors party thereto (collectively, the “Subsidiary Guarantors” and, individually, a “Subsidiary Guarantor”), the Lenders party thereto (collectively the “Lenders” and, individually, a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent.
FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENTRevolving Loan Credit Agreement • September 7th, 2010 • CDW Finance Corp • New York
THIS FIRST AMENDMENT, dated as of October 24, 2007 (this “Amendment”), to the Revolving Loan Credit Agreement, dated as of October 12, 2007, (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDW Corporation, an Illinois corporation (the “Borrower”), the Lenders (as defined therein) party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, Lehman Brothers Inc. and J.P. Morgan Securities Inc., as joint lead arrangers for the Credit Facilities (as defined therein), Morgan Stanley Senior Funding, Inc. as co-syndication agent and joint bookrunner, Deutsche Bank Securities Inc. as co-syndication agent and joint bookrunner, and Lehman Brothers Inc., as co-syndication agent and joint bookrunner.
