2,000,000 Shares CDW Computer Centers, Inc. Common Stock, $0.01 par value March 26, 2002 March 26, 2002 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Gregory C. Zeman (the "Selling Shareholder") of...Underwriting Agreement • March 27th, 2002 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • New York
1 EXHIBIT 1 FORM OF UNDERWRITING AGREEMENT 2 EXHIBIT 1Underwriting Agreement • February 11th, 1997 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10 (vv) OPERATING AGREEMENT OF CDW LEASING, L.L.C. THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE SECURITIES ACT...Operating Agreement • April 30th, 1999 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
SEPARATION AGREEMENT AND GENERAL RELEASE ---------------------------------------- This Separation Agreement and General Release ("Agreement"), dated December 3, 2001, is made by and between CDW Computer Centers, Inc. (the "Company") and Paul A. Kozak...Separation Agreement • March 27th, 2002 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
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
EXHIBIT 10(gg) EMPLOYMENT AGREEMENT DATED AS OF JANUARY 28, 2001 BETWEEN THE COMPANY AND JOHN A. EDWARDSON EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of January 28, 2001 between CDW Computer Centers, Inc., an...Employment Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10 (ww) LOAN AND SECURITY AGREEMENT BETWEEN CDW CAPITAL CORP. AND CDW LEASING, L.L.P. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement"), made as of this 27th day of April, 1999, by and between CDW CAPITAL CORP.,...Loan and Security Agreement • April 30th, 1999 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10 (zz) Lease Agreement Dated October 11, 1999 Between the Company as Lessee and Solano Associates as Lessor TABLE OF CONTENTS 1. BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS...........1 1.1 Basic Lease...Lease Agreement • November 15th, 1999 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
Founded 1866 August 8, 2001Stock Purchase Agreement • August 8th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
RECITALSRegistration Rights Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
25,000,000.00 Chicago, Illinois Note Date: June 30, 1998Revolving Note • August 17th, 1998 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
RECITALSRegistration Rights Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10 (jj) NON-STATUTORY STOCK OPTION AGREEMENT DATED SEPTEMBER 5, 1996 BETWEEN THE COMPANY AND JAMES R. SHANKS CDW COMPUTER CENTERS, INC. NONSTATUTORY STOCK OPTION AGREEMENT CDW Computer Centers, Inc. (the "Company") desiring to afford an...Non-Statutory Stock Option Agreement • November 13th, 1996 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10 (ddd) LEASE AGREEMENT DATED OCTOBER 3, 2000 BETWEEN THE COMPANY AS LESSEE AND HAMILTON PARTNERS AS LESSOR 472284_8.DOC HAMILTON PARTNERS Real Estate Investment OFFICE LEASE AGREEMENTLease Agreement • November 13th, 2000 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
RECITALSStock Purchase Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
EXHIBIT 10 (OO) PURCHASE/SALE AGREEMENT DATED AND EFFECTIVE DECEMBER 16, 1997 BETWEEN THE COMPANY, AS BUYER, AND CONTINENTAL EXECUTIVE PARKE, VERNON HILLS, ILLINOIS, MADE ON MARCH 2, 1998 Daniel B. Zoller Arnstein & Lehr 120 South Riverside Plaza...Purchase/Sale Agreement • March 20th, 1998 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10(hh) TRANSITIONAL COMPENSATION AGREEMENT THIS AGREEMENT, made and entered into as of January 28, 2001 by and between CDW Computer Centers, Inc., an Illinois corporation (hereinafter called the "Company"), and John A. Edwardson (hereinafter...Transitional Compensation Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10(ii) NON-STATUTORY STOCK OPTION AGREEMENT DATED SEPTEMBER 5, 1996 BETWEEN THE COMPANY AND HARRY J. HARCZAK JR. 2Non-Statutory Stock Option Agreement • November 13th, 1996 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
1 EXHIBIT 10 (yy) REVOLVING NOTE BETWEEN THE COMPANY AND LASALLE NATIONAL BANK DATED JUNE 28, 1999 REPLACEMENT REVOLVING NOTERevolving Note • August 12th, 1999 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10(h)Employment Agreement • March 30th, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
WITNESSETH:Lease Amendment • August 3rd, 2001 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
Amended and Restated Limited GuarantyLimited 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.
LINE OF CREDIT DEMAND NOTE (CORPORATION - FIXED AND FLOATING RATES) (UNCOMMITTED)Line of Credit Demand Note • November 2nd, 2001 • CDW Computer Centers Inc • 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).
CDW CORPORATION RESTRICTED STOCK AWARD AGREEMENT FOR COWORKERSRestricted 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, 2007Merger Agreement • July 2nd, 2007 • CDW Corp • 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.
GUARANTYGuaranty • 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, 2007Merger Agreement • 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 AGREEMENTNoncompetition 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”).
TRANSITIONAL COMPENSATION AGREEMENTTransitional 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)Standard Industrial Lease • March 16th, 2005 • CDW Corp • Retail-catalog & mail-order houses • Nevada
1 2 REPLACEMENT REVOLVING NOTERevolving Note • August 17th, 1998 • CDW Computer Centers Inc • Retail-catalog & mail-order houses • Illinois
CDW CORPORATION STOCK OPTION AGREEMENT FOR EMPLOYEESStock Option Agreement • 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. KASSStock Purchase Agreement • August 13th, 2002 • CDW Computer Centers Inc • Retail-catalog & mail-order houses
CDW CORPORATION STOCK OPTION AGREEMENT FOR COWORKERSStock Option Agreement • 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.
