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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/07/10 CDW Corp S-4 57:14M RR Donnelley/FA CDW Logistics, Inc. CDW Direct, LLC CDW Technologies, Inc. CDW LLC CDW Government LLC CDW Finance Corp |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.27M
Business-Combination Transaction
2: EX-3.1 Fourth Amended and Restated Certificate of HTML 34K
Incorporation of Cdw Corporation
11: EX-3.10 Amended and Restated Limited Liability Company HTML 48K
Agreement of Cdw Direct, LLC
12: EX-3.11 Articles of Organization of Cdw Government LLC HTML 80K
13: EX-3.12 Amended and Restated Limited Liability Company HTML 55K
Agreement of Cdw Government LLC
14: EX-3.13 Articles of Incorporation of Cdw Logistics, Inc. HTML 81K
15: EX-3.14 By-Laws of Cdw Logistics, Inc. HTML 61K
3: EX-3.2 Amended and Restated By-Laws of Cdw Corporation HTML 74K
4: EX-3.3 Articles of Organization of Cdw LLC HTML 85K
5: EX-3.4 Amended and Restated Limited Liability Company HTML 56K
Agreement of Cdw LLC
6: EX-3.5 Certificate of Incorporation of Cdw Finance HTML 29K
Corporation
7: EX-3.6 By-Laws of Cdw Finance Corporation HTML 74K
8: EX-3.7 Amended and Restated Articles of Incorporation of HTML 142K
Cdw Technologies, Inc.
9: EX-3.8 Amended and Restated By-Laws of Cdw Technologies, HTML 85K
Inc.
10: EX-3.9 Articles of Organization of Cdw Direct, LLC HTML 157K
16: EX-4.1 Senior Exchange Note Indenture HTML 764K
22: EX-4.11 Senior Registration Rights Agreement HTML 119K
23: EX-4.12 Senior Subordinated Registration Rights Agreement HTML 121K
17: EX-4.2 Senior Exchange Note Supplemental Indenture HTML 35K
18: EX-4.3 Second Senior Exchange Note Supplemental Indenture HTML 36K
19: EX-4.6 Senior Subordinated Exchange Note Indenture HTML 765K
20: EX-4.7 Senior Subordinated Exchange Note Supplemental HTML 35K
Indenture
21: EX-4.8 Second Senior Subordinated Exchange Note HTML 36K
Supplemental Indenture
24: EX-5.1 Opinion of Kirkland & Ellis LLP HTML 36K
25: EX-5.2 Opinion of Foley & Lardner LLP HTML 38K
26: EX-10.1 Revolving Loan Credit Agreement HTML 644K
35: EX-10.10 Registration Agreement HTML 131K
36: EX-10.11 Cdw Holdings LLC 2007 Incentive Equity Plan HTML 30K
37: EX-10.12 Form of Cdw Holdings LLC (Executive) Purchase and HTML 106K
Exchange Agreement
38: EX-10.13 Form of Cdw Holdings LLC (Management) Purchase and HTML 109K
Exchange Agreement
39: EX-10.14 Form of Cdw Holdings LLC (Executive) Class B HTML 104K
Common Unit Grant Agreement
40: EX-10.15 Form of Cdw Holdings LLC (Management) Class B HTML 111K
Common Unit Grant Agreement
41: EX-10.16 Form of Cdw Holdings LLC (Executive) Deferred Unit HTML 83K
Purchase Agreement
42: EX-10.17 Form of Cdw Holdings LLC (Management) Deferred HTML 79K
Unit Purchase Agreement
43: EX-10.18 Form of Compensation Protection Agreement HTML 69K
44: EX-10.19 Cdw Compensation Protection Plan HTML 48K
27: EX-10.2 First Amendment to Revolving Loan Credit Agreement HTML 36K
45: EX-10.20 Form of Noncompetition Agreement HTML 40K
46: EX-10.21 Form of Noncompetition Agreement HTML 40K
47: EX-10.22 Cdw Restricted Debt Unit Plan HTML 84K
48: EX-10.23 Form of Cdw (Executive) Restricted Debt Unit Grant HTML 30K
Notice and Agreement
49: EX-10.24 Form of Cdw (Management) Restricted Debt Unit HTML 28K
Grant Notice and Agreement
28: EX-10.3 Term Loan Agreement HTML 616K
29: EX-10.4 Amendment No. 1 to the Term Loan Agreement HTML 355K
30: EX-10.5 Senior Bridge Loan Agreement HTML 618K
31: EX-10.6 Amendment No. 1 to the Senior Bridge Loan HTML 39K
Agreement
32: EX-10.7 Senior Subordinated Bridge Loan Agreement HTML 634K
33: EX-10.8 Amendment No. 1 to the Senior Subordinated Bridge HTML 39K
Loan Agreement
34: EX-10.9 Management Services Agreement HTML 57K
50: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 48K
51: EX-21.1 List of Subsidiaries HTML 19K
52: EX-23.1 Consent of Pricewaterhousecoopers LLP HTML 19K
53: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 19K
54: EX-25.1 Statement of Eligibility of Trustee on Form T-1 HTML 51K
55: EX-99.1 Form of Letter of Transmittal HTML 124K
56: EX-99.2 Form of Exchange Instructions HTML 35K
57: EX-99.3 Form of Notice of Guaranteed Delivery HTML 43K
| Articles of Incorporation of CDW Logistics, Inc. |
Exhibit 3.13
| Form BCA-2.10 | ARTICLES OF INCORPORATION | |||
| (Rev. Jan. 1999)
Jesse White Secretary of State Department of Business Services |
This space for use by Secretary of State | SUBMIT IN DUPLICATE! | ||
| FILED: 4/22/2003 | ||||
| Jesse White Secretary of State | ||||
| Payment must be made by certi- | ||||
| fied check, cashier’s check, Illi- | This space for use by | |||
| nois attorney’s check, Illinois |
|
Secretary of State | ||
| C.P.A’s check or money order, | Date | |||
| payable to “Secretary of State.” | Franchise Tax $25.00 | |||
| Filing Fee $75.00 | ||||
| 62789581 | Approved: KAK |
| 1. |
CORPORATE NAME: | CDW Logistics, Inc. | ||||||||
| (The corporate name must contain the word “corporation”, “company,” “incorporated,” “limited” or an abbreviation thereof.) | ||||||||||
| 2. |
Initial Registered Agent: | CDW Computer Centers, Inc. Attention: General Counsel | ||||||||
| First Name | Middle Initial | Last name | ||||||||
| Initial Registered Office: | 200 N. Milwaukee Avenue | |||||||||
| Number | Street | Suite # | ||||||||
| Vernon Hills | IL Lake | 60061 | ||||||||
| City | County | Zip Code | ||||||||
| 3. |
Purpose or purposes for which the corporation is organized: | |||||||||
| (If not sufficient space to cover this point, add one or more sheets of this size.) | ||||||||||
| The transaction of any or all lawful purposes for which corporations may be incorporated under the Illinois Business Act of 1983. | ||||||||||
| Business | ||||||||||
| 4. |
Paragraph 1: Authorized Shares, Issued Shares and Consideration Received: | |||||||||
| Class | Par Value | Number of Shares | Number of Shares | Consideration to be | ||||||
| per Share | Authorized | Proposed to be Issued | Received Therefor | |||||||
| Common | $0.00 | 10,000 | 10,000 | $ 10,000.00 | ||||||
| TOTAL = | $ 10.000.00 | |||||||||
Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:
(If not sufficient space to cover this point, add one or more sheets of this size.)
NONE
(over)
| 5. OPTIONAL: | (a) | Number of directors constituting the initial board of directors of the corporation: . | ||||||
| (b) | Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify: | |||||||
| Name | Residential Address | City, State, ZIP | ||||||
| 6. OPTIONAL: |
(a | ) | It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be: | $ | ||||
| (b | ) | It is estimated that the value of the property to be located within the State of Illinois during the following year will be: | $ | |||||
| (c | ) | It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be: | $ | |||||
| (d | ) | It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be: | $ | |||||
| 7. OPTIONAL: |
OTHER PROVISIONS Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc. |
|||||||
| 8. |
NAME(S) & ADDRESS(ES) OF INCORPORATOR(S) | |||||||
The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.
| Dated | April 11 | , | 2003 | |||
| (Month & Day) | Year |
| Signature and Name | Address | |||||||||||
| 1. | /s/ Christine A. Leahy | 1. | 200 N. Milwaukee Avenue | |||||||||
| Signature | Street | |||||||||||
| Christine A. Leahy, Gen’l Counsel & Sec. | Vernon Hills, IL, 60061 | |||||||||||
| (Type or Print Name) | City/Town | State | ZIP Code | |||||||||
| 2. | 2. | |||||||||||
| Signature | Street | |||||||||||
| (Type or Print Name) | City/Town | State | ZIP Code | |||||||||
| 3. | 3. | |||||||||||
| Signature | Street | |||||||||||
| (Type or Print Name) | City/Town | State | ZIP Code | |||||||||
(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.
FEE SCHEDULE
| • | The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital represented in this state, with a minimum of $25. |
| • | The filing fee is $75. |
| • | The minimum total due (franchise tax + filing fee) is $100. |
(Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)
| • | The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary. |
| Illinois Secretary of State | Springfield, IL 62756 | |
| Department of Business Services | Telephone (217) 782-9522 or 782-9523 |
C-162.20
RIDER TO ARTICLES OF INCORPORATION
OF
CDW LOGISTICS, INC.
7. OTHER PROVISIONS
Paragraph 1: No shareholder of the Corporation shall have cumulative voting rights with respect to any matter upon which shareholders are entitled to vote.
Paragraph 2: A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the Business Corporation Act of the State of Illinois, or (iv) for any transaction from which the director derived an improper personal benefit. If the Business Corporation Act of the State of Illinois is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Business Corporation Act of the State of Illinois, as so amended. Any repeal or modification of this Paragraph 2 by the shareholders of the Corporation shall not adversely affect any right or protection of a directory of the Corporation existing at the time of such repeal or modification.
Paragraph 3: Each person who is or was or had agreed to become a director or officer of the Corporation, and each person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee, or agent, trustee or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the fullest extent permitted by the Business Corporation Act of the State of Illinois or any other applicable laws as presently or hereafter in effect. Without limiting the generality of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Paragraph 3. Any repeal or modification of this Paragraph 3 by the shareholders of the Corporation shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.
FORM BCA 5.10/5.20 (rev, Dec. 2003)
STATEMENT OF CHANGE OF
REGISTERED AGENT AND/OR
REGISTERED OFFICE
Business Corporation Act
| Jesse White, Secretary of State Department of Business Services Telephone (217) 782-3647 |
FILED JUL 11 2006
JESSE WHITE SECRETARY OF STATE |
PAID JUL 12 2006
DEPARTMENT OF BUSINESS SERVICES |
Remit payment in the form of a
check or money order payable
to the Secretary of State.
File # 62789581 Filing Fee: $25.00 Approved: SB
Submit in duplicate Type or Print clearly in black ink Do not write above this line
|
||||||
| 1. CORPORATE NAME: CDW LOGISTICS, INC. |
||||||
| 2. | STATE OR COUNTRY OF INCORPORATION; Illinois |
| 3. | Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change): |
| Registered Agent |
C T Corporation System | |||||
| First Name | Middle Name | Last Name | ||||
| Registered Office |
208 S. Lasalle Street | |||||
| Number Street | Suite No. (A P.O. Box alone is not acceptable) | |||||
| Chicago | 60604 | Cook | ||||
| City |
ZIP Code | County | ||||
| 4. | Name and address of the registered agent and registered office shall be (after all changes herein reported): |
| Registered Agent |
Illinois Corporation Service Company | |||||
| First Name | Middle Name | Last Name | ||||
| Registered Office |
801 Adlai Stevenson Drive | |||||
| Number Street | Suite No. (A P.O. Box alone is not acceptable) | |||||
| Springfield | 62703 | Sangamon | ||||
| City |
ZIP Code | County | ||||
| 5. | The address of the registered office and the address of the business office of the registered agent, as changed, will be identical. |
| 6. | The above change was authorized by: (“X” one box only) | |||
| a. x By resolution duly adopted by the board of directors. | (Note 5) | |||
| b. þ By action of the registered agent. | (Note 6) |
SEE REVERSE SIDE FOR SIGNATURES(S).
C-135.17
| 7. | (If authorized by the board of directors, sign here. See Note 5) |
The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true.
| Dated | June 8 | , | 2006 | CDW LOGISTICS, INC. | ||||||
| (Month & Day) | (Year) | (Exact Name of Corporation) | ||||||||
| /s/ Mary Jo C Georgen | ||||||||||
| (Any Authorized Officer’s Signature) |
||||||||||
| Mary Jo C Georgen, Asst. Secretary | ||||||||||
| (Type or Print Name and Title) | ||||||||||
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated herein are true.
| Dated | , | ____ | ||||||||||
| (Month & Day) | (Year) | (Signature of Registered Agent of Record) | ||||||||||
| (Type or print name. If the registered agent is a corporation, type or print the name and title of the officer who is signing on its behalf.) |
NOTES
| 1. | The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same. |
| 2. | The registered office must include a street or road address; a post office box number alone is not acceptable. |
| 3. | A corporation cannot act as its own registered agent. |
| 4. | If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State. |
| 5. | Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by a duly authorized officer. |
| 6. | The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 CDW Corp. 10-K 12/31/23 102:13M 8/02/23 CDW Corp. S-3ASR 8/02/23 19:2.4M Donnelley … Solutions/FA 2/24/23 CDW Corp. 10-K 12/31/22 105:12M 2/28/22 CDW Corp. 10-K 12/31/21 108:13M 11/23/21 CDW Corp. POSASR 11/23/21 10:344K Donnelley … Solutions/FA 2/26/21 CDW Corp. 10-K 12/31/20 102:13M 10/15/20 CDW Corp. S-3ASR 10/15/20 9:1.5M Donnelley … Solutions/FA |