CDW Corporation 200 N.Milwaukee Avenue Vernon Hills, Illinois 60061 May 18, 2015
Exhibit 10.2
CDW Corporation
200 N. Milwaukee Avenue
Vernon Hills, Illinois 60061
May 18, 2015
Madison Dearborn Capital Partners V-A, L.P.
Madison Dearborn Capital Partners V-C, L.P.
Madison Dearborn Capital Partners V Executive-A, L.P.
c/o Madison Dearborn Partners, LLC
Three First National Plaza
70 West Madison Street
Suite 4600
Chicago, Illinois 60602
Providence Equity Partners VI L.P.
Providence Equity Partners VI-A L.P.
PEP Co-Investors (CDW) L.P.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza
18th Floor
Providence, Rhode Island 02903
Ladies and Gentlemen:
Reference is hereby made to that certain Share Repurchase Agreement, dated as of May 17, 2015 (the Repurchase Agreement), by and among CDW Corporation, a Delaware corporation (the Company), and each of the entities identified on Schedule 1 thereto (the Sellers). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Repurchase Agreement.
The Company and the Sellers hereby mutually agree that the Company shall repurchase an aggregate of 2,000,000 Common Shares from the Sellers in accordance with the terms of the Share Repurchase Agreement, which shall be allocated among the Sellers as set forth on Exhibit A attached hereto.
* * * * * *
If you agree that this letter sets forth your understanding and agreement with respect to the matters set forth herein, please execute a copy of this letter in the space provided below
Sincerely,
CDW CORPORATION |
/s/ Christine A. Leahy |
Name: Christine A. Leahy Title: Senior Vice President, General Counsel and Corporate Secretary |
MADISON DEARBORN CAPITAL PARTNERS V-A, L.P. | ||
By: | Madison Dearborn Partners V-A&C, L.P. | |
Its: | General Partner | |
By: | Madison Dearborn Partners, LLC | |
Its: | General Partner | |
By: | /s/ Robin P. Selati | |
Name: | Robin P. Selati | |
Its: | Managing Director | |
MADISON DEARBORN CAPITAL PARTNERS V-C, L.P. | ||
By: | Madison Dearborn Partners V-A&C, L.P. | |
Its: | General Partner | |
By: | Madison Dearborn Partners, LLC | |
Its: | General Partner | |
By: | /s/ Robin P. Selati | |
Name: | Robin P. Selati | |
Its: | Managing Director | |
MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A, L.P. | ||
By: | Madison Dearborn Partners V-A&C, L.P. | |
Its: | General Partner | |
By: | Madison Dearborn Partners, LLC | |
Its: | General Partner | |
By: | /s/ Robin P. Selati | |
Name: | Robin P. Selati | |
Its: | Managing Director |
MDCP CO-INVESTORS (CDW), L.P. | ||
By: | Madison Dearborn Partners V-A&C, L.P. | |
Its: | General Partner | |
By: | Madison Dearborn Partners, LLC | |
Its: | General Partner | |
By: | /s/ Robin P. Selati | |
Name: | Robin P. Selati | |
Its: | Managing Director |
PROVIDENCE EQUITY PARTNERS VI, L.P. | ||
By: | Providence Equity GP VI L.P. | |
Its: | General Partner | |
By: | Providence Equity Partners VI LLC | |
Its: | General Partner | |
By: | /s/ Glenn M. Creamer | |
Name: | Glenn M. Creamer | |
Its: | Senior Managing Director | |
PROVIDENCE EQUITY PARTNERS VI-A, L.P. | ||
By: | Providence Equity GP VI L.P. | |
Its: | General Partner | |
By: | Providence Equity Partners VI LLC | |
Its: | General Partner | |
By: | /s/ Glenn M. Creamer | |
Name: | Glenn M. Creamer | |
Its: | Senior Managing Director | |
PEP CO-INVESTORS (CDW), L.P. | ||
By: | Providence Equity GP VI L.P. | |
Its: | General Partner | |
By: | Providence Equity Partners VI LLC | |
Its: | General Partner | |
By: | /s/ Glenn M. Creamer | |
Name: | Glenn M. Creamer | |
Its: | Senior Managing Director |
Exhibit A
SELLER: | NUMBER OF SHARES | |||
Madison Dearborn Capital Partners V-A, L.P. | 692,904 | |||
Madison Dearborn Capital Partners V-C, L.P. | 183,815 | |||
Madison Dearborn Capital Partners V Executive-A, L.P. | 6,962 | |||
MDCP Co-Investor (CDW), L.P. | 177,805 | |||
Providence Equity Partners VI L.P. | 594,636 | |||
Providence Equity Partners VI-A L.P. | 204,562 | |||
PEP Co-Investors (CDW) L.P. | 139,316 |