FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 14th, 2013 • CDW Corp • Retail-catalog & mail-order houses • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2013 between CDW Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CDW CORPORATION STOCKHOLDERS AGREEMENTStockholders Agreement • June 14th, 2013 • CDW Corp • Retail-catalog & mail-order houses • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of June 10, 2013, is made by and among CDW Corporation, a Delaware corporation (the “Company”), Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership (“MDCP-A”), Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership (“MDCP-C”), Madison Dearborn Capital Partners V Executive-A, L.P., a Delaware limited partnership (“MDCP Executive” and, collectively with MDCP-A and MDCP-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”), certain coworkers of the Company or its Subsidiaries (the “Management Members”) and certain trusts to which the Management Members have previously transferred certain membership interests they held in Parent or which acquired certain membership interests directly (the “Management Member Trusts”, and together with the Ma
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 14th, 2013 • CDW Corp • Retail-catalog & mail-order houses • New York
FIRST AMENDMENT dated as of May 30, 2013 (this “First Amendment”) to the Term Loan Agreement dated as of April 29, 2013 (the “Term Loan Agreement”), by and among CDW LLC, an Illinois limited liability company (the “Borrower”), each of the lenders from time to time party thereto (collectively the “Lenders” and, each individually, a “Lender”) and Barclays Bank PLC as Administrative Agent and Collateral Agent.
TERMINATION AGREEMENTTermination Agreement • June 14th, 2013 • CDW Corp • Retail-catalog & mail-order houses • Illinois
This Termination Agreement (this “Agreement”) is made as of June 12, 2013 by and among Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (“MDP”), Providence Equity Partners L.L.C., a Delaware limited liability company (“PEP” and, together with MDP, the “Advisors”), CDW Corporation, a Delaware corporation (“CDW”), and CDW LLC (as successor to CDW Corporation, an Illinois corporation), an Illinois limited liability company and a wholly owned subsidiary of CDW (the “Company”), and shall automatically become effective upon, but only upon, the closing of the initial public offering of the common stock of CDW (the “Effective Time”).
