CDW Corp Sample Contracts

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1 EXHIBIT 10(a) LETTER AGREEMENT BY AND BETWEEN THE MPK STOCK OPTION PLAN AND MARY C. GERLITS DATED OCTOBER 15, 1999.
Letter Agreement • October 25th, 1999 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
1 EXHIBIT 1 FORM OF UNDERWRITING AGREEMENT 2 EXHIBIT 1
CDW Computer Centers Inc • February 11th, 1997 • Retail-catalog & mail-order houses • Illinois
25,000,000.00 Chicago, Illinois Note Date: June 30, 1998
CDW Computer Centers Inc • August 17th, 1998 • Retail-catalog & mail-order houses
RECITALS
Registration Rights Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
RECITALS
Registration Rights Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
RECITALS
Stock Purchase Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
LINE OF CREDIT DEMAND NOTE (CORPORATION - FIXED AND FLOATING RATES) (UNCOMMITTED)
CDW Computer Centers Inc • November 2nd, 2001 • Retail-catalog & mail-order houses

ON DEMAND, for value received, CDW Computer Centers, Inc., an Illinois corporation (the "Borrower"), promises to pay to the order of THE NORTHERN TRUST COMPANY, an Illinois banking corporation (the "Lender"), the aggregate unpaid principal balance of each advance (an "Advance" and collectively the "Advances") made by the Lender to the Borrower hereunder. The total principal amount of Advances outstanding at any one time hereunder shall not exceed THIRTY-FIVE MILLION AND NO/100ths UNITED STATES DOLLARS ($35,000,000.00).

WITNESSETH:
CDW Computer Centers Inc • August 3rd, 2001 • Retail-catalog & mail-order houses • Illinois
1 2 REPLACEMENT REVOLVING NOTE
CDW Computer Centers Inc • August 17th, 1998 • Retail-catalog & mail-order houses • Illinois
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Amended and Restated Limited Guaranty
Limited Guaranty • July 2nd, 2007 • CDW Corp • Retail-catalog & mail-order houses • Illinois

This Amended and Restated Limited Guaranty, dated as of July 1, 2007 (this “Amended Limited Guaranty”), by Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership, Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership, and Madison Dearborn Capital Partners V Executive A, L.P., a Delaware limited partnership (collectively, the “Guarantors”) in favor of CDW Corporation, an Illinois corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 29, 2007, among the Company, VH Holdings, Inc., a Delaware corporation (“Parent”), and VH MergerSub, Inc., an Illinois corporation and a wholly-owned subsidiary of Parent (“Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

EXHIBIT 10(h)
CDW Computer Centers Inc • March 30th, 2001 • Retail-catalog & mail-order houses
CDW CORPORATION RESTRICTED STOCK AWARD AGREEMENT FOR COWORKERS
Restricted Stock Award Agreement • May 19th, 2006 • CDW Corp • Retail-catalog & mail-order houses

CDW Corporation, an Illinois 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 2006 Stock Incentive Plan (the “Plan”), a restricted stock award (the “Award”) of the number of shares of the Company’s Common Stock, par value $.01 per share (“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.

VH HOLDINGS, INC. VH MERGERSUB, INC. C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 3800 CHICAGO, IL 60602 July 1, 2007
CDW Corp • July 2nd, 2007 • Retail-catalog & mail-order houses • Illinois

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 29, 2007, by and among VH Holdings, Inc., a Delaware corporation (“Parent”), VH MergerSub, Inc., an Illinois corporation and a wholly owned subsidiary of Parent (“Sub”), and CDW Corporation, Inc., an Illinois corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.

GUARANTY
Guaranty • March 16th, 2005 • CDW Corp • Retail-catalog & mail-order houses • Nevada

This GUARANTY (“Guaranty”) is made as of February 22, 2005, by CDW CORPORATION, an Illinois corporation (“Guarantor”), in favor of DP INDUSTRIAL, LLC, a Delaware limited liability company. All initially capitalized terms used herein which are not defined herein and are defined in the Lease (as hereinafter defined) shall have the meanings as set forth in the Lease.

AGREEMENT AND PLAN OF MERGER AMONG VH HOLDINGS, INC., VH MERGERSUB, INC. AND CDW CORPORATION DATED AS OF MAY 29, 2007
Agreement and Plan of Merger • May 31st, 2007 • CDW Corp • Retail-catalog & mail-order houses • Illinois

AGREEMENT AND PLAN OF MERGER, dated as of May 29, 2007 (this “Agreement”), among VH Holdings, Inc., a Delaware corporation (“Parent”), VH MergerSub, Inc., an Illinois corporation and a wholly owned subsidiary of Parent (“Sub”), and CDW Corporation, an Illinois corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”). Except as otherwise set forth herein, capitalized (and certain other) terms used herein shall have the meanings set forth in Section 1.1.

NONCOMPETITION AGREEMENT
Noncompetition Agreement • March 28th, 2003 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois

This Noncompetition Agreement (this “Agreement”) is entered into as of December , 2002 between CDW Computer Centers, Inc., an Illinois corporation (together with its successors and assigns, the “Company”), and (the “Employee”).

Founded 1866 August 8, 2001
CDW Computer Centers Inc • August 8th, 2001 • Retail-catalog & mail-order houses
TRANSITIONAL COMPENSATION AGREEMENT
Transitional Compensation Agreement • March 28th, 2003 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois

THIS AGREEMENT is entered into as of the day of December, 2002 by and between CDW Computer Centers, Inc., an Illinois corporation, and (the “Executive”).

DP PARTNERS STANDARD INDUSTRIAL LEASE (NET-NET-NET)
Industrial Lease • March 16th, 2005 • CDW Corp • Retail-catalog & mail-order houses • Nevada
CDW CORPORATION STOCK OPTION AGREEMENT FOR EMPLOYEES
Corporation Stock Option Agreement for Employees • March 6th, 2006 • CDW Corp • Retail-catalog & mail-order houses

CDW Corporation, an Illinois corporation (the “Company”), hereby grants to the individual (the “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 2000 Incentive Stock Option Plan (the “Plan”), a non-statutory stock option to purchase from the Company the number of shares of its common stock, $0.01 par value (“Stock”), set forth in the Award Notice (the “Option”), at the price per share set forth in the Award Notice, upon and subject to the 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.

ARTICLE III REPRESENTATION AND WARRANTY OF MR. KASS
Stock Purchase Agreement • August 13th, 2002 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
CDW CORPORATION STOCK OPTION AGREEMENT FOR COWORKERS
Corporation Stock Option Agreement for Coworkers • May 19th, 2006 • CDW Corp • Retail-catalog & mail-order houses

CDW Corporation, an Illinois corporation (the “Company”), hereby grants to the individual (the “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 2006 Stock Incentive Plan (the “Plan”), a non-statutory stock option to purchase from the Company the number of shares of its common stock, $0.01 par value (“Stock”), set forth in the Award Notice (the “Option”), at the price per share set forth in the Award Notice, upon and subject to the 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.

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