CDW 2012 Annual Report Download - page 200

Section 9(j) below)
shall be subject to applicable restrictions contained in the Act, as amended, or any successor statute
and in the Company's and its Subsidiaries' debt and equity financing agreements.
(g)
Upon delivery of the full consideration for the Class A Common Units at the closing of a
repurchase pursuant to this Section 9 (including delivery of any subordinated promissory note pursuant to Section 9(i)
),
the holder of such Class A Common Units from whom such securities are to be purchased shall cease to have any rights
as a holder of such securities, and such securities shall be deemed purchased in accordance with the applicable
provisions hereof and the purchaser thereof shall be deemed the owner (of record and beneficially) and holder(s) of such
securities, whether or not the certificate representing such Class A Common Units has been delivered as required by this
Agreement.
(h)
Any election by the Company or the Institutional Investors (or any of their designees) to
purchase Class A Common Units pursuant to this Section 9
shall be revocable by such Person (with respect to all or any
portion of the Class A Common Units elected to be purchased) at any time prior to the closing of such purchase, without
any liability whatsoever to such Person in respect of the rights and obligations in this Section 9
; provided, however, that
upon a revocation such Person's right to repurchase Class A Common Units under this Section 9 shall terminate.
(i)
If the Company elects to purchase all or any portion of such Class A Common Units hereunder,
then, within 150 days following the Separation Date, the Company shall pay for such Class A Common Units, at the
Company's option, (i) only in the event the Company's and its Subsidiaries' debt financing agreements restrict the
Company from repurchasing such Class A Common Units, with a subordinated promissory note of the Company, which
subordinated promissory note shall (x) bear interest at the prime rate (as published from time to time in The Wall Street
Journal, electronic edition) (compounded calendar quarterly and which shall be payable annually in cash unless
otherwise prohibited), (y) have all principal payments due promptly following such time as the Company's debt
financing agreements permit the Company to make such repurchase in cash (but in no event later than the fifth
anniversary of the date of issuance of such promissory note) and prior to the payment of any dividends or other
distributions on any of the Company's equity securities, and (z) be subordinated on terms and conditions satisfactory to
the holders of the Company's or its Subsidiaries' indebtedness for borrowed money (but only to the extent required by
the terms of such indebtedness); (ii) by certified check or wire transfer of funds; (iii) by delivery of a number of shares
of common stock of VH Holdings having a Fair Market Value equal to the aggregate repurchase price for such Class A
Common Units (the " Repurchase Shares
"); provided that, in the event any Repurchase Shares are issued, promptly
following the closing of the repurchase transaction, the Company shall direct VH Holdings to and VH Holdings shall
accordingly redeem, and the holder of such Repurchase Shares shall sell to VH Holdings, all of the Repurchase Shares
for an aggregate amount equal to the aggregate repurchase price for the Class A Common Units (or the portion thereof
previously assigned to the Repurchase Shares), which amount shall be paid in cash unless the conditions of clause (i) of
this Section 9(i)
shall have been met, in which case, such amount may be paid through the issuance of a subordinated
promissory note of VH Holdings containing and subject to the same terms as provided in clause (i) of this Section 9(i)
;
or