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CDW Corp, et al. – ‘S-4’ on 9/7/10 – EX-3.9

On:  Tuesday, 9/7/10, at 5:30pm ET   ·   Accession #:  1193125-10-205804   ·   File #s:  333-169258, -01, -02, -03, -04, -05, -06

Previous ‘S-4’:  None   ·   Next:  ‘S-4/A’ on 10/18/10   ·   Latest:  ‘S-4/A’ on 5/11/12   ·   7 References:   By:  CDW Corp. – ‘10-K’ on 2/26/24 for 12/31/23 By:  CDW Corp. – ‘S-3ASR’ on 8/2/23 By:  CDW Corp. – ‘10-K’ on 2/24/23 for 12/31/22 By:  CDW Corp. – ‘10-K’ on 2/28/22 for 12/31/21 By:  CDW Corp. – ‘POSASR’ on 11/23/21 By:  CDW Corp. – ‘10-K’ on 2/26/21 for 12/31/20 By:  CDW Corp. – ‘S-3ASR’ on 10/15/20 

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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 

Exhibit 3.9

File Number            0090741-3

To all to whom these Presents Shall Come, Greeting:

I, Jesse White, Secretary of State of the State of Illinois, do hereby certify that I am the keeper of the records of the Department of Business Services. I certify that

ATTACHED HERETO IS A TRUE AND CORRECT COPY, CONSISTING OF 20 PAGE(S), AS TAKEN FROM THE ORIGINAL ON FILE IN THIS OFFICE FOR CDW DIRECT, LLC.

		In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, this 25TH day of AUGUST A.D. 2010.
				/s/ Jesse White
Authentication #: 1023701889 Authenticate at: http://www.cyberdriveillinois.com				SECRETARY OF STATE

LLC-4.5

LLC-5.5

(Signatures must be in ink on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

LLC-4.5

LLC-11.5

LLC-5.25

LLC-37.25

N/A

If additional space is needed, it must be continued in the same format on a plain white 8 ¹/2x11" sheet, which must be stapled to this form.

(Signatures must be in ink on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

LLC-30.1

AGREEMENT AND PLAN OF MERGER

BETWEEN

CDW DIRECT, LLC

an Illinois limited liability company,

CDW SELECT, INC.

an Illinois corporation,

AND

CDW TECHNOLOGY SERVICES, INC.

an Illinois corporation

THIS AGREEMENT AND PLAN OF MERGER made and entered into this 1st day of April, 2005, by and between CDW DIRECT, LLC, an Illinois limited liability company (“DIRECT”), CDW SELECT, Inc., an Illinois corporation (“SELECT”), and CDW Technology Services, Inc., an Illinois corporation (“TECHNOLOGY”):

WITNESSETH, that:

WHEREAS, DIRECT is a limited liability company organized and existing under the Limited Liability Act of the State of Illinois, and SELECT and TECHNOLOGY are corporations incorporated and existing under the Business Corporation Act of the State of Illinois;

WHEREAS, the Directors and Shareholders of SELECT and the Directors and Shareholders of TECHNOLOGY and the Manager and sole Member of DIRECT deem it advisable that SELECT and TECHNOLOGY merge into DIRECT on the terms and conditions hereinafter set forth in accordance with the applicable provisions of the laws of the Limited Liability Company Act of the State of Illinois, as amended, and the Business Corporation Act of Illinois, as amended, each of which permits such merger;

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained the parties hereto agree as follows:

1. Merger and Surviving Limited Liability Company. SELECT and TECHNOLOGY shall be and hereby are merged with and into DIRECT. DIRECT shall be the surviving limited liability company (the “Surviving Limited Liability Company”) and shall forthwith be governed by the laws of the State of Illinois. The name of the Surviving Limited Liability Company is CDW DIRECT, LLC.

2. Address of Surviving Limited Liability Company. The principal place of business of the Surviving Limited Liability Company is 200 North Milwaukee Avenue, Vernon Hills, Illinois 60061.

3. Effective Date. This Agreement and Plan of Merger shall become effective on April 1, 2005, the time of such effectiveness being hereinafter referred to as the “Effective Date.”

4. Conversion of Shares. The manner and basis of converting the shares of SELECT and the shares of TECHNOLOGY into membership interests of the Surviving Limited Liability Company are as follows:

(a) The issued shares and membership interests of the entities participating in the merger are owned by the same individual(s) in identical proportions. As a result of the foregoing, due to a commonality of ownership with DIRECT, each share of SELECT and each share of TECHNOLOGY issued and outstanding on the Effective Date shall be eliminated.

(b) Each membership interest of DIRECT issued and outstanding on the Effective Date shall continue to be issued and outstanding following the Effective Date and shall represent one membership interest of the Surviving Limited Liability Company.

5. Articles of Organization of Surviving Limited Liability Company. The Articles of Organization of DIRECT as they exist on the Effective Date shall be the Articles of Organization of the Surviving Limited Liability Company following the Effective Date without amendment or change.

6. Operating Agreement of Surviving Limited Liability Company. The Operating Agreement of DIRECT as it exists on the Effective Date shall be the Operating Agreement of the Surviving Limited Liability Company following the Effective Date without amendment or change.

7. Managers of Surviving Limited Liability Company. The managers of DIRECT as they exist on the Effective Date shall be the managers of the Surviving Limited Liability Company following the Effective Date, and such persons shall serve as managers for the terms provided for in the Operating Agreement or until their respective successors are elected and qualified.

8. Approval by the Shareholders of SELECT and TECHNOLOGY. This Agreement and Plan of Merger shall be submitted to the shareholders of SELECT and the shareholders of TECHNOLOGY for approval in the manner provided by the applicable laws of the State of Illinois at a meeting or by written consent in lieu of a meeting in the manner provided by applicable laws of the State of Illinois.

-2-

9. Approval by the Sole Member of DIRECT. This Agreement and Plan of Merger shall be submitted to the sole member of DIRECT for approval in the manner provided by the applicable laws of the State of Illinois at a meeting or by written consent in lieu of a meeting in the manner provided by applicable laws of the State of Illinois.

10. Further Assurance of Title. If, at any time, DIRECT shall consider or be advised that any acknowledgements or assurances in law or any similar action are necessary or desirable in order to acknowledge or confirm in and to DIRECT any right, title or interest of SELECT or of TECHNOLOGY held immediately prior to the Effective Date, SELECT or TECHNOLOGY and its proper officers and directors shall execute and deliver all such acknowledgements or assurances in law and do all things necessary or proper to acknowledge or confirm such right, title or interest in DIRECT as shall be necessary to carry out the purposes of the Agreement and Plan of Merger, and DIRECT and the proper officers and managers thereof are fully authorized to take any and all such action in the name of SELECT or TECHNOLOGY or otherwise.

11. Abandonment of Merger. This Agreement and Plan of Merger may be terminated and abandoned by action of either party hereto at any time prior to the filing date whether before or after approval by the members of the limited liability company parties hereto.

-3-

IN WITNESS WHEREOF, each of the parties hereto, pursuant to authority duly granted by their respective managers and members, have caused this Agreement and Plan of Merger to be executed and attested, all as of the day and year first written above.

-4-

SEE REVERSE FOR SIGNATURE(S).

Printed by authority of the State of Illinois. June 2005 – 5M – LLC-36

The undersigned affirms, under penalties of perjury, having authority to sign hereto, that this statement to change the registered agent or address is to the best of my knowledge and belief, true, correct and complete.

If change of registered office by registered agent, sign here. (See Note 5 below.)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true, correct and complete.

NOTES

Printed by authority of the State of Illinois. June 2005–5M–LLC-36

(continued on back)

Printed on recycled paper. Printed by authority of the State of Illinois. September 2008 – 2M – LLC 11.11

LLC-5.25

The operating agreement provides for the establishment of one or more series. When the company has filed a Certificate of Designation for each series, which is to have limited liability pursuant to Section 37-40 of the Illinois Limited Liability Company Act, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Limited Liability Company generally or any other series thereof, and unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations or expenses incurred, contracted for or otherwise existing with respect to this company generally or any other series thereof shall be enforceable against the assets of such series.

Printed on recycled paper. Printed by authority of the State of Illinois. September 2008 – 2M – LLC 11.11

None

LLC-37.25

If more space is needed, please attach additional sheets of this size.

Signatures must be in black ink on an original document.

Carbon copy, photocopy or rubber stamp signatures

may only be used on conformed copies.

AGREEMENT AND PLAN OF MERGER

OF

CDW CORPORATION

(a Delaware corporation)

AND

CDW DIRECT, LLC

(An Illinois limited liability company)

THIS AGREEMENT AND PLAN OF MERGER entered into on August 17, 2010 by CDW CORPORATION (“CDW”), a business corporation of the State of Delaware, and approved by resolution adopted by its Board of Directors on August 12, 2010, by CDW DIRECT, LLC (“DIRECT’), a limited liability company of the State of Illinois, and approved by resolution adopted by its sole Member on August 12, 2010.

WHEREAS, CDW is a business corporation incorporated in the State of Delaware with its registered office therein located at 2711 Ccnterville Road, Suite 400, City of Wilmington, County of New Castle; and

WHEREAS, the total number of shares of stock which CDW has authority to issue is 10,000 shares of common stock, all of which are of one class and of a par value of $.01 each; and

WHEREAS, DIRECT is a limited liability company of the State of Illinois with its principal office therein located at 200 N. Milwaukee Avenue, City of Vemon Hills, County of Lake; and

WHEREAS, the total membership interest which DIRECT has authority to issue is 100% of its membership; and

WHEREAS, the General Corporation Law of the State of Delaware permits a merger of a business corporation of the State of Delaware with and into a limited liability company of another jurisdiction; and

WHEREAS, the Illinois Limited Liability Company Act permits the merger of a business corporation of another jurisdiction with and into a limited liability company of the State of Illinois; and

WHEREAS, CDW’s Board of Directors and DIRECT’s sole Member declare it advisable and to the advantage, welfare, and best interests of said companies and their respective stockholders to merge CDW with and into DIRECT pursuant to the provisions of the General Corporation Law of the State of Delaware and pursuant to the provisions of the Illinois Limited Liability Company Act upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and of the mutual agreement of the parties hereto, being thereunto duly entered into by CDW and approved by a resolution adopted by its Board of Directors and being thereunto duly entered into by DIRECT and approved by a resolution adopted by its Sole Member, the Agreement and Plan of Merger and the terms and conditions thereof and the mode of carrying the same into effect, together with any provisions required or permitted to be set forth therein, are hereby determined and agreed upon as hereinafter in this Agreement and Plan of Merger set forth.

1. CDW and DIRECT shall, pursuant to the provisions of the General Corporation Law of the State of Delaware and to the provisions of the Illinois Limited Liability Company Act, be merged with and into a limited liability company, to wit, DIRECT, which shall be the surviving company from and after the effective time of the merger, and which is sometimes hereinafter referred to as the “surviving corporation”, and which shall continue to exist as said surviving corporation under CDW DIRECT, LLC pursuant to the provisions of the Illinois Limited Liability Company Act The separate existence of CDW, which is sometimes hereinafter referred to as the “terminating corporation”, shall cease at said effective time in accordance with the provisions of the General Corporation Law of the State of Delaware.

2. Annexed hereto and made a part hereof is a copy of the Articles of Organization (“ARTICLES”) of the surviving corporation as the same shall be in force and effect at the effective time in the State of Illinois of the merger herein provided for, and said ARTICLES as therein amended and changed shall continue to be the ARTICLES of said surviving corporation until further amended and changed pursuant to the provisions of the Illinois Limited Liability Company Act.

3. The present operating agreement of the surviving corporation will be the operating agreement of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Illinois Limited Liability Company Act

4. The officers in office of the surviving corporation at the effective time of the merger shall be the officers of the surviving corporation, all of whom shall hold their offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the operating agreement of the surviving corporation.

5. Each issued share of the terminating corporation shall, from and after the effective time of the merger, by virtue of the merger and without any action by DIRECT or CDW or any other person, be cancelled and no cash or securities or other property shall be payable to CDW in respect thereof. The membership interest of the surviving corporation shall not be converted or exchanged in any manner, but each said Membership Interest which is issued at the effective time of the merger shall continue to represent one Membership Interest of the surviving corporation.

6. The surviving corporation does hereby agree that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of the terminating corporation, as well as for enforcement of any obligation of the surviving company arising from the merger herein provided for, including any suit or other proceeding to enforce the right of any stockholder of the terminating corporation as and when determined in appraisal proceedings pursuant to the provisions of Section 262 of the General Corporation Law of the State of Delaware; does hereby irrevocably appoint the Secretary of State of the State of Delaware as its agent to accept service of process in any such suit or other proceedings; and does hereby specify the following address of CDW DIRECT, LLC, 200 N. Milwaukee Avenue, Vemon Hills, IL 60061 without the State of Delaware to which a copy of such process shall be mailed by the Secretary of State of the State of Delaware:

7. In the event that this Agreement and Plan of Merger shall have been fully approved and adopted upon behalf of the terminating corporation in accordance with the provisions of the General Corporation Law of the State of Delaware and upon behalf of the surviving company in accordance with the provisions of the Illinois Limited Liability Company Act, the said companies agree that they will cause to be executed and filed and recorded any document or documents prescribed by the laws of the State of Delaware and by the laws of the State of Illinois, and that they will cause to be performed all necessary acts within the State of Delaware and the State of Illinois and elsewhere to effectuate the merger herein provided for.

8. The Board of Directors and the proper officers of the terminating corporation and of the surviving corporation are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Agreement and Plan of Merger or of the merger herein provided for.

9. This Agreement and Plan of Merger and the time at which the merger herein agreed shall become effective is upon filing in the State of Delaware in accordance with the General Corporation Law of the State of Delaware and the State of Illinois in accordance with the Illinois Limited Liability Company Act.

10. Notwithstanding the full approval and adoption of this Agreement and Plan of Merger, the said Agreement and Plan of Merger may be terminated at any time prior to the filing thereof with the Secretary of State of the State of Delaware or at any time prior to the filing of any requisite merger documents with the Secretary of State of Illinois.

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement and Plan of Merger to be executed by their respective officers thereunto duly authorized all as of the date first written above.

CERTIFICATE OF SECRETARY OF CDW CORPORATION

The undersigned, being the Secretary of CDW CORPORATION, does hereby certify that the foregoing Agreement and Plan of Merger was adopted by written consent of the Sole Shareholder of said corporation, in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

Dated: August 17, 2010

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Dates Referenced Herein

This ‘S-4’ Filing		Date		Other Filings
Filed on:		9/7/10		None on these Dates
		8/17/10
		8/12/10
		12/31/09
		4/1/05
		4/28/03
		1/1/98
				List all Filings

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7 Subsequent Filings that Reference this Filing

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

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Filing Submission 0001193125-10-205804   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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