CDW Corporation [ ] Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • June 26th, 2013 • CDW Corp • Retail-catalog & mail-order houses • New York
CDW Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [ ] shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CDW Corporation 11,250,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • August 18th, 2015 • CDW Corp • Retail-catalog & mail-order houses • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2011 • CDW Corp • Retail-catalog & mail-order houses • New York
This REGISTRATION RIGHTS AGREEMENT dated April 13, 2011 (this “Agreement”) is entered into by and among CDW LLC, an Illinois limited liability company (the “Company”), CDW FINANCE CORPORATION, a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), CDW CORPORATION, a Delaware corporation (“Parent”), the other guarantors listed in Schedule 1 hereto (together with Parent, the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
CREDIT AGREEMENT dated as of December 1, 2021, among CDW LLC, as the Borrower, the GUARANTORS Party Hereto the LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as the Administrative Agent and JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., MORGAN...Credit Agreement • December 2nd, 2021 • CDW Corp • Retail-catalog & mail-order houses • New York
CREDIT AGREEMENT dated as of December 1, 2021, among CDW LLC, an Illinois limited liability company (the “Borrower”), the GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
CDW Corporation 8,000,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 30th, 2015 • CDW Corp • Retail-catalog & mail-order houses • New York
COMPENSATION PROTECTION AGREEMENTCompensation Protection Agreement • February 24th, 2023 • CDW Corp • Retail-catalog & mail-order houses • Delaware
THIS COMPENSATION PROTECTION AGREEMENT (the “Agreement”) is entered into effective as of ___________ (the “Effective Date”), by and among CDW Corporation, a Delaware corporation (the “Company”), CDW LLC, an Illinois limited liability company and wholly owned subsidiary of the Company (“CDW LLC”) and _______________ (the “Executive”). [As of the Effective Date, this Agreement shall supersede in its entirety the Compensation Protection Agreement previously entered into by and among the Company, CDW LLC and the Executive.]1
UNDERWRITING AGREEMENT CDW LLC CDW Finance Corporation $600,000,000 5.100% Senior Notes due 2030 $600,000,000 5.550% Senior Notes due 2034Underwriting Agreement • August 16th, 2024 • CDW Corp • Retail-catalog & mail-order houses • New York
CDW LLC, an Illinois limited liability company (the “Company”), and CDW Finance Corporation, a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”), propose to issue and sell to the several Underwriters listed in Schedule 1 hereto (each, an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), $600,000,000 principal amount of their 5.100% Senior Notes due 2030 (the “2030 Notes”) and $600,000,000 principal amount of their 5.550% Senior Notes due 2034 (the “2034 Notes” and, together with the 2030 Notes, the “Notes”). The Notes will be issued pursuant to the Base Indenture dated as of December 1, 2014 (the “Base Indenture”) among the Issuers, CDW Corporation, a Delaware corporation (“Parent”), each of the subsidiary guarantors listed on Schedule 3 hereto (collectively with Parent, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented to reflect certain
AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of August 17, 2016 among CDW LLC, as the Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent and as Collateral Agent BARCLAYS BANK PLC, as Joint Lead Arranger and Joint...Term Loan Agreement • August 18th, 2016 • CDW Corp • Retail-catalog & mail-order houses • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 17, 2016 (as modified and supplemented and in effect from time to time, this “Agreement”), among CDW LLC, an Illinois corporation (the “Borrower”), the Lenders (as defined herein), BARCLAYS BANK PLC (“Barclays”), as joint lead arranger, joint bookrunner, Administrative Agent and Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as joint lead arranger, joint bookrunner and syndication agent, JPMORGAN CHASE BANK, N.A. (together with its affiliates, including J.P. Morgan Securities LLC, “JPMCB”), as joint lead arranger, joint bookrunner and co-documentation agent, GOLDMAN SACHS LENDING PARTNERS LLC (“GS”), as joint lead arranger, joint bookrunner and co-documentation agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”), as joint lead arranger, joint bookrunner and co-documentation agent, WELLS FARGO SECURITIES, LLC (“WF”), as joint lead arranger, joint bookrunner and co-documentation agent, RBC CAPIT
CDW CorporationPerformance Share Unit Award Agreement • February 24th, 2023 • CDW Corp • Retail-catalog & mail-order houses • Delaware
CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW Corporation 2021 Long-Term Incentive Plan (the “Plan”), a performance share unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth below, in the Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings specified in the Plan.
SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT dated as of March 31, 2017, among CDW LLC, as the Borrower, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. WELLS FARGO CAPITAL...Revolving Loan Credit Agreement • March 31st, 2017 • CDW Corp • Retail-catalog & mail-order houses • New York
This SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT, dated as of March 31, 2017 (this “Agreement”), is entered into by and among CDW LLC, an Illinois limited liability company (the “Borrower”), the Lenders (as defined herein), JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as Administrative Agent (as defined herein) for the Lenders (as defined herein), J.P.MORGAN, WELLS FARGO CAPITAL FINANCE, LLC (“WFCF”), BANK OF AMERICA, N.A. (“BOFA”), ROYAL BANK OF CANADA (“RBC”) and BARCLAYS BANK PLC (“Barclays”), as Joint Lead Arrangers and Joint Bookrunners (collectively, the “Arrangers”) for the Credit Facilities (as defined herein), BANK OF AMERICA, N.A. and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Collateral Agents (as defined herein), WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“Wells Fargo CDF”), as Floorplan Funding Agent (as defined herein), WFCF, BOFA, RBC and BARCLAYS, as co-syndication agents, and NYCB SPECIALTY FINANCE COMPANY, LLC, US BANK NATIONAL ASSOCIATION, MUFG UNIO
CDW Corporation 2021 Long-Term Incentive Plan Stock Option AgreementStock Option Agreement • February 24th, 2023 • CDW Corp • Retail-catalog & mail-order houses • Delaware
CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (“Optionee”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Option Date”), pursuant to the provisions of the CDW Corporation 2021 Long-Term Incentive Plan (the “Plan”), an option to purchase from the Company the number of shares of the Company’s Common Stock set forth in the Award Notice at the price per share set forth in the Award Notice (the “Exercise Price”) (the “Option”), upon and subject to the restrictions, terms and conditions set forth below, in the Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings specified in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2011 • CDW Corp • Retail-catalog & mail-order houses • New York
This REGISTRATION RIGHTS AGREEMENT dated as of May 20, 2011 (this “Agreement”) is entered into by and among CDW LLC, an Illinois limited liability company (the “Company”), CDW FINANCE CORPORATION, a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), CDW CORPORATION, a Delaware corporation (“Parent”), the other guarantors listed in Schedule 1 hereto (together with Parent, the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”).
CDW CorporationRestricted Stock Unit Award Agreement • May 3rd, 2023 • CDW Corp • Retail-catalog & mail-order houses • Delaware
CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW Corporation 2021 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
AMENDED AND RESTATED OPERATING AGREEMENT OF AMPLIFIED IT LLCOperating Agreement • November 1st, 2023 • CDW Corp • Retail-catalog & mail-order houses • Virginia
This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Amplified IT LLC, a Virginia limited liability company (the “Company”), is dated and effective as of the 25th day of September, 2023, by and between the Company and CDW Technologies, LLC, an Illinois limited liability company, as the sole member of the Company (the “Member”).
PURCHASE AND SALE AGREEMENT by and between SIRIUS COMPUTER SOLUTIONS HOLDCO, LP and CDW LLC dated as of October 15, 2021Purchase and Sale Agreement • October 18th, 2021 • CDW Corp • Retail-catalog & mail-order houses • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2021, by and between Sirius Computer Solutions Holdco, LP, a Delaware limited partnership (“Seller”), and CDW LLC, an Illinois limited liability company (“Buyer”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 7.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2012 • CDW Corp • Retail-catalog & mail-order houses • New York
This REGISTRATION RIGHTS AGREEMENT dated as of February 17, 2012 (this “Agreement”) is entered into by and among CDW LLC, an Illinois limited liability company (the “Company”), CDW FINANCE CORPORATION, a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), CDW CORPORATION, a Delaware corporation (“Parent”), the other guarantors listed in Schedule 1 hereto (together with Parent, the “Initial Guarantors”), and Barclays Capital Inc. (“Barclays”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND JOHN A. EDWARDSONEmployment Agreement • July 1st, 2011 • CDW Corp • Retail-catalog & mail-order houses • Illinois
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of June 30, 2011 between CDW LLC, an Illinois limited liability company (the “Company”), and John A. Edwardson (“Chairman”), and shall become effective on October 1, 2011 as set forth herein.
FORM OF CDW HOLDINGS LLC (MANAGEMENT) CLASS B COMMON UNIT GRANT AGREEMENTClass B Common Unit Grant Agreement • March 8th, 2013 • CDW Corp • Retail-catalog & mail-order houses • 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 INDEMNIFICATION AGREEMENTIndemnification 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 CorporationNon-Employee Director Restricted Stock Unit Award Agreement • February 24th, 2023 • CDW Corp • Retail-catalog & mail-order houses • Delaware
CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW Corporation 2021 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
CDW CORPORATIONPerformance Share Award Agreement • March 1st, 2017 • CDW Corp • Retail-catalog & mail-order houses • Delaware
CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW Corporation 2013 Long-Term Incentive Plan (the “Plan”), a performance share award (the “Award”) with respect to the number of shares of the Company’s Common Stock, par value $0.01 per share (“Stock”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
CDW CorporationRestricted Stock Unit Award Agreement • May 1st, 2024 • CDW Corp • Retail-catalog & mail-order houses • Delaware
CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW Corporation 2021 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth below, in the Award Notice and in the Plan. Capitalized terms not defined herein shall have the meanings specified in the Plan.
GUARANTEE AND COLLATERAL AGREEMENT dated as of October 12, 2007. and Amended and Restated as of December 17, 2010 among CDW CORPORATION, CDW LLC, the Subsidiaries of CDW LLC from time to time party hereto and MORGAN STANLEY & CO. INCORPORATED, as...Guarantee and Collateral Agreement • December 21st, 2010 • CDW Corp • Retail-catalog & mail-order houses • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of October 12, 2007 and amended and restated as of December 17, 2010 (this “Agreement”), among CDW CORPORATION (formerly known as VH Holdings, Inc.), a Delaware corporation (“Holdings”), CDW LLC, an Illinois limited liability company (successor by merger to CDW Corporation, successor by merger to VH MergerSub, Inc.) (the “Borrower”), the subsidiaries of the Borrower from time to time party hereto and MORGAN STANLEY & CO. INCORPORATED (as successor to Lehman Commercial Paper Inc.), as collateral agent (in such capacity, the “Collateral Agent”).
FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • March 14th, 2016 • CDW Corp • Retail-catalog & mail-order houses • Illinois
This Noncompetition Agreement (this “Agreement”) is entered into effective as of , between CDW Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), and (the “Executive”).
AMENDED AND RESTATED COMPENSATION PROTECTION AGREEMENTCompensation Protection Agreement • July 1st, 2011 • CDW Corp • Retail-catalog & mail-order houses • Illinois
THIS AMENDED AND RESTATED COMPENSATION PROTECTION AGREEMENT (the “Agreement”) is entered into as of June 30, 2011 by and between CDW LLC, an Illinois limited liability company (the “Company”), and Thomas E. Richards (the “Executive”).
THIRD AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • October 31st, 2019 • CDW Corp • Retail-catalog & mail-order houses • New York
THIRD AMENDMENT (this “Amendment”), dated as of October 11, 2019, among CDW LLC, an Illinois limited liability company (the “Borrower”), each of the other Loan Parties, the Consenting Lenders and the Replacement Lenders (in each case, as defined below) executing this Amendment on the signature pages hereto, and Barclays Bank PLC, in its capacity as Administrative Agent under the Credit Agreement.
Execution Version AMENDMENT AGREEMENT This AMENDMENT AGREEMENT (this “Agreement”), dated as of April 5, 2022 and effective as of December 1, 2021, is made by and among CDW LLC, an Illinois limited liability company (the “Borrower”) and JPMORGAN CHASE...Credit Agreement Amendment • May 4th, 2022 • CDW Corp • Retail-catalog & mail-order houses
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONPurchase and Sale Agreement • February 10th, 2022 • CDW Corp • Retail-catalog & mail-order houses
On October 15, 2021, CDW Corporation (together with its subsidiaries, the "Company" or "CDW"), through its subsidiary CDW LLC, entered into a Purchase and Sale Agreement (the "Purchase Agreement") to acquire all issued and outstanding equity interests in Granite Parent Inc., the parent company of Sirius Computer Solutions, Inc. ("Sirius"), for a base purchase price of $2.5 billion in cash, subject to customary closing adjustments. On December 1, 2021, the Company completed its acquisition of Sirius (the "Acquisition") for total consideration, net of cash acquired, of approximately $2.4 billion, which is subject to the finalization of customary closing adjustments. The Company used the net proceeds from the $2.5 billion aggregate principal amount of senior unsecured notes issued on December 1, 2021 to finance the Acquisition and related transaction expenses.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 17th, 2012 • CDW Corp • Retail-catalog & mail-order houses • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 17, 2012, by and among CDW LLC, an Illinois limited liability company (the “Company”), CDW Finance Corporation, a Delaware corporation (“FinanceCo” and together with the Company, the “Issuers”), CDW Corporation, a Delaware corporation, and the subsidiaries of the Company party hereto (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture referred to below.
AMENDMENT NO. 3Term Loan Agreement • March 11th, 2011 • CDW Corp • Retail-catalog & mail-order houses
AMENDMENT NO. 3 dated as of March 11, 2011 (this “Amendment No. 3”) to the Term Loan Agreement dated as of October 12, 2007, as amended and restated as of March 12, 2008, as amended by Amendment No. 1, dated as of November 4, 2009 and Amendment No. 2, dated as of December 2, 2010, and as otherwise modified and supplemented as in effect on the date hereof (the “Term Loan Agreement”) among CDW LLC, an Illinois limited liability company (successor by merger to CDW Corporation, successor by merger to VH MergerSub, Inc.) (“CDW” or the “Borrower”), CDW Corporation, a Delaware corporation (formerly known as VH Holdings, Inc.) (“Holdings”), each of the Subsidiary Guarantors, each of the Lenders party hereto (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.
WITHDRAWAL FROM REGISTRATION AGREEMENTWithdrawal From Registration Agreement • March 5th, 2014 • CDW Corp • Retail-catalog & mail-order houses • Delaware
This Withdrawal (this "Withdrawal") from that certain Registration Agreement, dated as of October 12, 2007, by and among CDW Corporation (f/k/a VH Holdings, Inc.), a Delaware corporation ("CDW"), and the other parties thereto (as amended or restated from time to time, the "Registration Agreement"), is made and entered into as of November 13, 2013 by and among CDW, James R. Shanks and BOS Holdings, LLC (collectively with James R. Shanks, "Holder"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Agreement.
Execution Version 1 AMENDMENT NO. 1 (INCLUDING LIBOR HARDWIRE TRANSITION AMENDMENT) AMENDMENT NO. 1 (this “Agreement”), dated as of June 7, 2023, by and among CDW LLC, an Illinois limited liability company (the “Borrower”), the Lenders party hereto...Credit Agreement Amendment • August 2nd, 2023 • CDW Corp • Retail-catalog & mail-order houses • New York
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2012 • CDW Corp • Retail-catalog & mail-order houses • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 10, 2012, by and among CDW LLC, an Illinois limited liability company (the “Company”), CDW Finance Corporation, a Delaware corporation (“FinanceCo” and together with the Company, the “Issuers”), CDW Corporation, a Delaware corporation, and the subsidiaries of the Company party hereto (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture referred to below.
SENIOR SECURED NOTE SUPPLEMENTAL INDENTURESenior Secured Note Supplemental Indenture • March 30th, 2011 • CDW Corp • Retail-catalog & mail-order houses • New York
SENIOR SECURED NOTE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 29, 2011, among CDW LLC, an Illinois limited liability company (the “Company”), CDW Finance Corporation, a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), the guarantors listed on Schedule I hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • May 21st, 2015 • CDW Corp • Retail-catalog & mail-order houses • Delaware
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of May 17, 2015 by and among CDW Corporation, a Delaware corporation (the “Company”), and each of the entities identified on Schedule 1 hereto (each, a “Seller,” and collectively, the “Sellers”).
