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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
| Certificate of Incorporation of CDW Finance Corporation |
Exhibit 3.5
| Delware |
PAGE 1 | |||
| The First State | ||||
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CDW FINANCE CORPORATION”, FILED IN THIS OFFICE ON THE SIXTH DAY OF AUGUST, A.D. 2010, AT 2:34 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
|
||||
| /s/ Jeffrey W Bullock | ||||
| Jeffrey W Bullock, Secretary of State | ||||
| 4857299 8100 | AUTHENTICATION: 8159158 | |||
|
100808747 |
DATE: 08–06–10 | |||
| You may verify this certificate online at corp.delaware.gov/authver.shtml |
||||
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 02:40 PM 08/06/2010 | ||||
| FILED 02:34 PM 08/06/2010 | ||||
| SRV 100808747 – 4857299 FILE |
CERTIFICATE OF INCORPORATION
OF
CDW FINANCE CORPORATION
FIRST: The name of the corporation is: CDW Finance Corporation
SECOND: The address of the corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is CORPORATION SERVICE COMPANY.
THIRD: The purpose or purposes of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which this corporation is authorized to issue is: one thousand (1,000) shares of Common Stock, par value one cent ($0.01) per share.
FIFTH: The name and address of the incorporator is as follows: Robert J. Welyki, 200 North Milwaukee Avenue, Vernon Hills, IL 60061.
SIXTH: The corporation is to have perpetual existence.
SEVENTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.
EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.
NINTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of the ARTICLE NINTH shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
TENTH: The corporation expressly elects not to be governed by section 203 of the General Corporation Law of the State of Delaware.
ELEVENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned, being the sole incorporates herein before named, has executed signed and acknowledged this certificate of incorporation this 6th day of August, 2010.
| /s/ Robert J. Welyki | ||
| Robert J. Welyki, Incorporator | ||
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 |