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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
| Senior Exchange Note Supplemental Indenture |
Exhibit 4.2
SENIOR EXCHANGE NOTE SUPPLEMENTAL INDENTURE
SENIOR EXCHANGE NOTE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 10, 2010, among CDW LLC, an Illinois limited liability company (as successor in interest to CDW Corporation, an Illinois corporation) (the “New Issuer”), the existing guarantors listed on Schedule I hereto (the “Existing Guarantors”), CDW Government LLC, an Illinois limited liability company (as successor in interest to CDW Government, Inc.) (the “Successor Guarantor”) and U.S. Bank National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS CDW Corporation, an Illinois corporation (the “Issuer”) and the Existing Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of October 10, 2008, providing for the issuance of an aggregate principal amount, at any one time outstanding of (a) (i) (x) up to $890,000,000 of Senior Exchange Notes due 2015 (the “Senior Exchange Notes”) and (y) up to $300,000,000, plus the amount of any increase in principal amount of Loans under the Senior Bridge Loan Agreement resulting from the payment of PIK Interest on the Loans, of Senior PIK Election Exchange Notes due 2015 (the “Senior PIK Election Exchange Notes”, and together with the Senior Exchange Notes, the “Initial Notes”) and (ii) the issuance from time to time of PIK Notes in respect of interest on the Senior PIK Election Exchange Notes and (b) if and when issued as provided in the Registration Rights Agreement or otherwise registered under the Securities Act and issued, the Issuer’s senior exchange notes due 2015 and senior PIK election exchange notes due 2015 (collectively, the “Registered Exchange Notes”, and together with the Senior Exchange Notes, the Senior PIK Election Exchange Notes and any PIK Notes, the “Notes”)) issued in the Registered Exchange Offer.
WHEREAS Section 5.01 of the Indenture provides that under certain circumstances the Issuer may merge with and into another Person with the Successor Company surviving, provided, among other things, that the Successor Company shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Successor Company shall unconditionally assume all the obligations of the Issuer under the Notes, Indenture and Registration Rights Agreement;
WHEREAS, the Issuer has been merged with and into the New Issuer with the New Issuer surviving, and the New Issuer has agreed to assume all obligations of the Issuer under the Notes, Indenture and Registration Rights Agreement;
WHEREAS Section 10.06 of the Indenture provides that under certain circumstances a Guarantor may merge with and into another Person with the Successor Guarantor surviving, provided, among other things, that the Successor Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Successor Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein;
WHEREAS, CDW Government, Inc. has merged with and into the Successor Guarantor with the Successor Guarantor surviving, and the Successor Guarantor has agreed to guarantee all the Issuer’s obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein and to be bound by the terms of the Registration Rights Agreement applicable to it as if an original party thereto; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the New Issuer, the Existing Guarantors and the Successor Guarantor are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer, the Existing Guarantors, the Successor Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Perform. The New Issuer hereby agrees to unconditionally assume all of the Issuer’s obligations under the Notes, Indenture and Registration Rights Agreement and to be bound by all other applicable provisions of the Notes, Indenture and Registration Rights Agreement.
3. Agreement to Guarantee. The Successor Guarantor hereby agrees, jointly and severally with all the Existing Guarantors, to unconditionally guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Notes, Indenture and Registration Rights Agreement.
4. Ratification of Indenture, Notes and Registration Rights Agreement; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture, the Notes and the Registration Rights Agreement are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| CDW LLC | ||
| By | /s/ Ann E. Ziegler | |
| Name: Ann E. Ziegler | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| VH HOLDINGS, INC. | ||
| By | /s/ Ann E. Ziegler | |
| Name: Ann E. Ziegler | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| BERBEE INFORMATION NETWORKS CORPORATION | ||
| By | /s/ Ann E. Ziegler | |
| Name: Ann E. Ziegler | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| CDW CORPORATION | ||
| By | /s/ Ann E. Ziegler | |
| Name: Ann E. Ziegler | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| CDW DIRECT, LLC | ||
| By | /s/ Ann E. Ziegler | |
| Name: Ann E. Ziegler | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| CDW GOVERNMENT LLC | ||
| By | /s/ Ann E. Ziegler | |
| Name: Ann E. Ziegler | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| CDW LOGISTICS, INC. | ||
| By | /s/ Ann E. Ziegler | |
| Name: Ann E. Ziegler | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| FORESIGHT TECHNOLOGY GROUP | ||
| By | /s/ Christine A. Leahy | |
| Name: Christine A. Leahy | ||
| Title: Secretary | ||
| U.S. BANK NATIONAL ASSOCIATION | ||
| By | /s/ Joshua A. Hahn | |
| Name: Joshua A. Hahn | ||
| Title: Assistant Vice President | ||
Schedule I to Supplemental Indenture
Existing Guarantors
VH Holdings, Inc.
Berbee Information Networks Corporation
CDW Corporation
CDW Direct, LLC
CDW Logistics, Inc.
Foresight Technology Group
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/7/10 | None on these Dates | ||
| 5/10/10 | ||||
| 10/10/08 | ||||
| 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 |