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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
| Statement of Eligibility of Trustee on Form T-1 |
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
|
800 Nicollet Mall Minneapolis, Minnesota
|
55402 | |
| (Address of principal executive offices)
|
(Zip Code) |
U.S. Bank National Association
60 Livingston Avenue
(651) 495-3911
(Name, address and telephone number of agent for service)
CDW Corporation *
(Issuer with respect to the Securities)
|
Delaware
|
26-0273989 | |
| (State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.) |
|
200 N. Milwaukee Avenue Vernon Hills, Illinois
|
60061 | |
| (Address of Principal Executive Offices)
|
(Zip Code) |
11.00% Senior Exchange Notes due 2015 Series B
11.50% / 12.25% Senior PIK Election Exchange Notes due 2015 Series B
12.535% Senior Subordinated Exchange Notes due 2017 Series B
(Title of the Indenture Securities)
*Co-registrants Listed on the next page
| Exact Name of Additional Registrants* |
Primary Standard Industrial Classification Number |
Jurisdiction of Formation |
I.R.S. Employer Identification No. | |||
| CDW LLC |
5961 | Illinois | 36-3310735 | |||
| CDW Finance Corporation |
5961 | Delaware | 90-0600013 | |||
| CDW Technologies, Inc. |
5961 | Wisconsin | 39-1768725 | |||
| CDW Direct, LLC |
5961 | Illinois | 36-4530079 | |||
| CDW Government LLC |
5961 | Illinois | 36-4230110 | |||
| CDW Logistics, Inc. |
5961 | Illinois | 38-3679518 |
| * | The address for each of the additional registrants is CDW Corporation, 200 N. Milwaukee Avenue, Vernon Hills, Illinois 60061. The name, address and telephone number of the agent for service for each of the additional registrants is Christine A. Leahy, Senior Vice President, General Counsel and Corporate Secretary of CDW Corporation, 200 N. Milwaukee Avenue, Vernon Hills, Illinois 60061, telephone: (847) 465-6000. |
2
FORM T-1
| Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business.* |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* |
| 4. | A copy of the existing bylaws of the Trustee.** |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of June 30, 2010 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
| * | Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. |
| ** | Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010. |
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 2nd of September, 2010.
| By: | /s/ Raymond S. Haverstock | |
| Vice President |
| By: | /s/ Joshua Hahn | |
| Assistant Vice President | ||
4
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: September 2nd, 2010
| By: | /s/ Raymond S. Haverstock | |
| Vice President |
| By: | /s/ Joshua Hahn | |
| Assistant Vice President | ||
5
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
Exhibit 7
As of 6/30/2010
($000’s)
| 6/30/2010 | |||
| Assets |
|||
| Cash and Balances Due From Depository Institutions |
$ | 5,021,509 | |
| Securities |
46,751,442 | ||
| Federal Funds |
4,344,927 | ||
| Loans & Lease Financing Receivables |
182,237,162 | ||
| Fixed Assets |
5,440,512 | ||
| Intangible Assets |
13,006,313 | ||
| Other Assets |
21,662,778 | ||
| Total Assets |
$ | 278,464,643 | |
| Liabilities |
|||
| Deposits |
$ | 191,033,345 | |
| Fed Funds |
11,079,681 | ||
| Treasury Demand Notes |
0 | ||
| Trading Liabilities |
437,280 | ||
| Other Borrowed Money |
32,340,366 | ||
| Acceptances |
0 | ||
| Subordinated Notes and Debentures |
8,129,967 | ||
| Other Liabilities |
7,450,842 | ||
| Total Liabilities |
$ | 250,471,481 | |
| Equity |
|||
| Minority Interest in Subsidiaries |
$ | 1,704,554 | |
| Common and Preferred Stock |
18,200 | ||
| Surplus |
12,636,872 | ||
| Undivided Profits |
13,633,536 | ||
| Total Equity Capital |
$ | 27,993,162 | |
| Total Liabilities and Equity Capital |
$ | 278,464,643 | |
To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.
| U.S. Bank National Association | ||
| By: | /s/ Raymond S. Haverstock | |
| Vice President | ||
Date: September 2nd, 2010
6
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/7/10 | None on these Dates | ||
| 6/30/10 | ||||
| 5/5/10 | ||||
| 11/15/05 | ||||
| List all Filings | ||||
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 |