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Exhibit 10(bb)




GUARANTY




                    This GUARANTY (“Guaranty”) is made as of February 22, 2005, by CDW CORPORATION, an Illinois
corporation (“Guarantor”), in favor of DP INDUSTRIAL, LLC, a Delaware limited liability company.
All initially capitalized terms used herein which are not defined herein and are defined in the
Lease (as hereinafter defined) shall have the meanings as set forth in the Lease.



RECITALS




                    WHEREAS, CDW Logistics, Inc. (“Tenant”), as tenant, and Landlord, as landlord have entered
into a certain Standard Industrial Lease dated of even date herewith (together with all exhibits
and attachments thereto, and as the same may be supplemented, amended, restated, renewed, extended
or modified from time to time, the “Lease”), with respect to certain premises located at the
southwest corner of Bay Lake Trail and Alexander Road in North Las Vegas, Nevada.



                    WHEREAS, Guarantor, an affiliate of Tenant, desires and requests that Landlord lease such
property to Tenant pursuant to the Lease since Guarantor will receive a direct benefit from such
lease and in consideration thereof Guarantor hereby guarantees and agrees as follows:




	1.  	Upon and subject to the terms and provisions of this Guaranty, Guarantor unconditionally
guarantees the timely payment, discharge and performance of all the obligations, duties,
liabilities, and undertakings of Tenant under the Lease (including without limitation the full
payment of any and all sums of money which are now or may hereafter become due by Tenant to
Landlord pursuant to the Lease whether by acceleration or otherwise) (collectively, the
“Obligations”).
	 
	2.  	Landlord may in its absolute discretion and without prejudice to or in any way limiting or
lessening the liability of the Guarantor under the Guaranty, and without further authorization
from or notice to Guarantor (even though the Tenant’s financial condition may have
deteriorated since the date hereof), in each case, to the extent not prohibited under the
Lease: (i) enter into such amendments or modifications of the Lease with Tenant as Landlord,
in its sole discretion, may elect, including renewals, modifications, or extensions of any
Obligations and/or the Lease; (ii) grant extensions of time or other indulgences under the
Lease; (iii) take or give up or modify, vary, exchange, renew or abstain from performing or
taking advantage of any security under the Lease; (iv) discharge or release any party or
parties under the Lease; or (v) realize on any security under the Lease. Guarantor hereby
waives notice of any of the events described in the preceding sentence, and no such event
shall release or discharge Guarantor from its Obligations hereunder. Guarantor waives any
defenses of Tenant arising out of disability, bankruptcy, due authorization or other defenses
of Tenant, by reason of cessation or for any reason whatsoever of the liability of Tenant;
provided, that (x) Guarantor’s liability hereunder shall only apply if Tenant has
failed to pay any Obligations, and such failure has continued beyond any notice and cure
periods




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	   	applicable thereto as set forth in the Lease, and (y) Guarantor’s obligations in respect of
claims made hereunder shall be subject to the same limitations as apply to Tenant’s duties
and obligations under the Lease, including without limitation, the limitations set forth in
the Lease.
	 
	3.  	This is a continuing Guaranty and covers all Obligations of the Tenant, whether now existing
or hereafter arising. In giving this Guaranty, Guarantor expressly excuses Landlord from any
requirement of disclosure by Landlord of any information it may now have or hereafter acquire
concerning Tenant’s credit, collateral, character or financial condition.
	 
	4.  	This Guaranty secures any Obligations due or owing from time to time and at any time from the
Tenant to Landlord under the Lease, and no payments made by or on behalf of the Guarantor to
Landlord shall be held to discharge or diminish the continuing liability of the Guarantor
hereunder.
	 
	5.  	All debts and liabilities, present and future of the Tenant to the Guarantor with respect to
the Obligations, or any of them, are hereby postponed to the Obligations of the Tenant to
Landlord; provided, that the foregoing shall not apply to the payment of amounts by
Tenant to Guarantor in reimbursement to Guarantor of amounts actually paid by Guarantor to
Landlord (or to any other party permitted under the Lease) under this Guaranty, as long as
such reimbursement payment by Tenant to Guarantor is not made at any time during the
continuance of a default by Tenant under the Lease of which Tenant shall have received written
notice from Landlord. Except for reimbursements described in the proviso of the preceding
sentence, should any money be received by Guarantor from Tenant upon or with respect to any of
the Obligations prior to the satisfaction of all of the Obligations, then, to the extent that
Tenant has any outstanding Obligations, the same shall be received as trustee for the Landlord
and shall be paid over to the Landlord for application against the Obligations under the
Lease, and Guarantor further agrees, upon any liquidation or distribution of the assets of the
Tenant, to assign to the Landlord upon its request all claims on account of the Obligations,
to the end that the Landlord shall be entitled to receive all payments of Tenant attributable
to the Obligations until payment in full of all Obligations of the Tenant to the Landlord.
This Guaranty shall constitute such assignment in the event Guarantor shall fail or refuse to
execute and deliver such other or further assignment of such claims as the Landlord may
request.
	 
	6.  	Where the Tenant is a corporation, partnership, or other association or a receiver, trust or
other fiduciary, Landlord is not to be concerned to see or inquire into the powers of the
Tenant or its directors, officers, partners, associates or other agents acting or purporting
to act on its behalf, Guarantor hereby agreeing that this Guaranty shall not be affected
irrespective of whether such powers exist, even though the incurring of such Obligations be in
excess of the powers of the Tenant or of the directors, partners, officers, associates or
other agents thereof, or shall be in any way irregular or defective or informal.
	 
	7.  	In the event of any action or proceeding to enforce the terms of this Guaranty, the
non-prevailing party to such action or proceeding shall pay the reasonable attorney’s fees,
costs and expenses actually incurred by the prevailing party in such action or proceeding.




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	8.  	This Guaranty shall inure to the benefit of Landlord, its successors and assigns and shall
bind the successors and assigns of the Guarantor, and shall be construed as the joint and
several obligations of each of the Guarantors where there is more than one. This Guaranty
shall be construed in accordance with the laws of the State of Nevada.
	 
	9.  	This Guaranty is in addition to and not exclusive of the guarantee of any other guarantor and
of any and all prior guarantees by any of the Guarantors of Obligations of the Tenant to the
Landlord. This writing is intended by Guarantor as a final, complete and exclusive expression
of Guarantor’s agreement. No course of dealing, course of performance, or trade usage, and no
parole evidence of any nature, shall be used to supplement or modify any terms. There are no
conditions to the effectiveness of this Guaranty.
	 
	10.  	Upon the termination of all of Tenant’s Obligations, this Guaranty shall terminate, and shall
be of no further force or effect.
	 
	11.  	All notices, demands or other communications to be given or delivered under or by reason of
the provisions of this Guaranty shall be in writing and shall be either (a) delivered
personally, (b) sent to the recipient by reputable overnight courier service (charges
prepaid), or (c) mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications shall be sent
to the parties hereto at the addresses indicated below:






		
	                              If to Guarantor:                      	CDW Corporation
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
Attention: Chief Financial Officer






		
	                              With a copy to:                      	CDW Corporation – Legal
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
Attention: General Counsel






		
	                              If to Landlord:                      	DP Industrial, LLC
1200 Financial Boulevard
Reno, Nevada 89502
Attention: Mr. Aaron Paris
Vice President & Chief Operating Officer






		
	                              With a copy to:                      	DP Industrial, LLC
3434 Kier Road, Suite 2
North Las Vegas, Nevada 89030
Attention: Mr. Brad Myers






or to such other address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party. All notices shall be deemed to have
been given upon receipt or refusal of receipt.



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	12.  	Waiver of Jury Trial. EACH OF GUARANTOR AND LANDLORD HEREBY WAIVES ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
GUARANTY OR ANY DEALINGS AMONG THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION AND THE
RELATIONSHIP THAT IS BEING ESTABLISHED. EACH OF GUARANTOR AND LANDLORD ALSO WAIVES ANY BOND
OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY
OTHER PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THESE
TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF GUARANTOR AND LANDLORD
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO OR ACCEPTING THIS GUARANTY AND
THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF
GUARANTOR AND LANDLORD FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY OR TO ANY OTHER DOCUMENTS
OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION,
THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.




Executed this 22 day of February, 2005, at the City of Vernon Hills, State of Illinois.




	 	 	 	 	 
	 	 	GUARANTOR:
	 
	 	 	 	 
	 	 	CDW CORPORATION, an Illinois corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Barbara A. Klein
	

	 	 	 	 
	

	 	Name:
	 	Barbara A. Klein
	

	 	 	 	 
	

	 	Title:
	 	Chief Financial Officer
	

	 	 	 	 







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