AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit 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 Amended and Restated 2013 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, 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 CORPORATION AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLAN Stock Option AgreementStock Option Agreement • March 1st, 2017 • 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 Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”), an option to purchase from the Company the number of shares of the Company’s Common Stock, par value $0.01 per share (“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 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.
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.
FIRST AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • March 1st, 2017 • CDW Corp • Retail-catalog & mail-order houses • New York
FIRST AMENDMENT TO ABL CREDIT AGREEMENT dated as of November 16, 2016 (this “First Amendment”) to the Amended and Restated Revolving Loan Credit Agreement dated as of June 6, 2014 (the “ABL Credit Agreement”) among CDW LLC, an Illinois limited liability company (“CDW” or the “Borrower”), each of the Lenders party thereto (collectively the “Lenders” and, individually, a “Lender”), JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank AG New York Branch and Wells Fargo Bank, N.A. (as successor to General Electric Capital Corporation), as Co-Collateral Agents, and Wells Fargo & Company (as successor to GE Commercial Distribution Finance Corporation), as Floorplan Funding Agent.
