Form of Global Fixed Rate Senior PIK Note



 Exhibit 4.6 
 [FORM OF FIXED RATE SENIOR PIK ELECTION EXCHANGE NOTE] 
 UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 







 CUSIP 12513GAF6 
 ISIN US12513GAF63 
 GLOBAL NOTE 

SENIOR PIK ELECTION EXCHANGE NOTE DUE 2015, SERIES B 
  

			
	No. [    ]	 	$[                    ]


CDW LLC 
 AND

 CDW FINANCE CORPORATION 
 promise to pay to Cede & Co. or registered assigns, the principal sum set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto on October 12, 2015. 

Interest Payment Dates: April 15 and October 15, commencing April 15, 2011. 
 Record Dates: April 1 and October 1 
 Additional provisions of this Note are set forth
on the other side of this Note. 







 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. 

Dated:                     ,
20     
  

					
	CDW LLC
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:

  

					
	CDW FINANCE CORPORATION
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:








 This is one of the Notes referred to in the within-mentioned Indenture: 

 

					
	 U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

			
		 	By:	 	  

		 		 	Authorized Signatory








 Senior PIK Election Exchange Note due 2015, Series B 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

 1. INTEREST. CDW LLC, an Illinois limited liability company (“CDW”), and CDW Finance Corporation, a Delaware
corporation (together with CDW and their successors and assigns under the Indenture hereinafter referred to, the “Issuers”), promise to pay for any interest period commencing prior to the fourth anniversary of the Closing Date,
interest on the Senior PIK Election Exchange Notes (i) entirely in cash (“Cash Interest”), (ii) entirely by increasing the principal amount of the outstanding Notes or, subject to the provisions in the immediately
following paragraph, by issuing new notes of the same Type in respect of such amount (such new notes, “PIK Notes”) (“PIK Interest”) or (iii) 50% as Cash Interest and 50% as PIK Interest. Interest for each
Interest Period commencing on or after the fourth anniversary of the Closing Date, will be payable entirely in Cash Interest. Interest on this Note will accrue at a fixed rate per annum determined as provided in Section 2.02(b) of the
Indenture, which rate shall equal (a) in the case of Cash Interest, 11.50% (b) in the case of PIK Interest, 12.25%. Notwithstanding anything to the contrary herein, the payment of accrued interest in connection with any redemption of the
Notes and PIK Notes pursuant to Sections 3.07 or 3.08 or repurchases of the Notes and PIK Notes pursuant to Section 4.10 or 4.14 of the Indenture shall be made solely in cash. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 
 PIK Interest shall be payable (x) with respect to the Notes represented by one or more Global Notes
registered in the name of, or held by, The Depository Trust Company or its nominee on the relevant record date, by increasing the principal amount of the outstanding Notes represented by such Global Notes by an amount equal to the amount of PIK
Interest for the applicable interest period (rounded up to the nearest whole dollar) and (y) with respect to the Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the
amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar). 
 With respect to the
Notes, the Issuer must elect the form of interest payment with respect to each Interest Period by delivering a notice (the “Interest Election Notice”) to the Trustee 30 Days prior to the beginning of the relevant Interest Period.
Each Interest Election Notice shall include: (i) the relevant Interest Payment Date and (ii) whether interest shall be paid on such Interest Payment Date entirely as Cash Interest (a “Cash Election”), entirely as PIK
Interest (a “PIK Election”) or 50% as Cash Interest and 50% as PIK Interest. The Trustee shall promptly deliver a corresponding notice to the Holders of the Notes. Any Cash Election or PIK Election shall apply to all then
outstanding Notes. If the Issuer does not deliver an Interest Election Notice before the date specified above for such notice, the interest on the Notes will be payable on the related Interest Payment Date in the form specified in the most recent
Interest Election Notice delivered by the Issuer. 
 The Issuer will pay interest on each Note semi-annually on April 15
and October 15 of each year and on the Maturity Date. If the Issuer elects to pay 100% PIK Interest for an Interest Period, the amount of such PIK Interest shall be distributed pro rata in accordance with the interests of the Holders of the
Notes (whether such interest is to be paid by increasing the principal amount of the outstanding Notes or by the issuance of PIK Notes). If the Issuer elects to pay 50% in Cash Interest and 50% in PIK Interest, such Cash Interest and PIK Interest
shall be paid to Holders of the Notes pro rata in accordance with their interests. Interest on each Note (other than a PIK Note) will accrue from the most recent date to which interest has been paid thereon or, if no interest has been paid, from the
most recent date to which interest has been paid with respect to the underlying Initial Note prior to the date this Note was received in exchange for such Initial Note. Following an increase in the principal amount of the outstanding Notes
represented by global notes as a result of a payment of PIK Interest, such Notes will bear interest on such increased principal amount from and after the date of such payment. Any PIK Note will bear interest from and after the applicable Interest
Payment Date on which it was issued. 







 References in the Indenture and in this Note to the “principal” amount of the
Notes shall include increases in the principal amount of the Notes as a result of any PIK Interest payment. 
 2. METHOD OF
PAYMENT. The Issuers will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is
cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.16 of the Indenture with respect to defaulted interest. Payment of cash interest will be made at the office or agency of the Issuers
maintained for such purpose within the Borough of Manhattan, the City and State of New York or, at the option of the Issuers, payment of cash interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of
Holders, provided that all payments of principal, premium, if any, and cash interest on, this Note will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Such payment shall be
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent, Registrar or
co-registrar without notice to the Holders. The Issuers or any of their Restricted Subsidiaries may act as Paying Agent, Registrar or co-registrar. 
 4. INDENTURE. The Issuers issued the Notes under a Senior Exchange Note Indenture dated as of October 10, 2008, as supplemented by a Senior Exchange Note Supplemental Indenture dated as of
May 10, 2010, and as further supplemented by a Second Senior Exchange Note Supplemental Indenture dated as of August 23, 2010 (the “Indenture”), among the Issuers, the Guarantors party thereto and the Trustee. This Note is
one of a duly authorized issue of notes of the Issuers designated as their Senior PIK Election Exchange Notes due 2015, Series B. Except as otherwise provided in Section 9.02, all Notes shall vote and consent together on all matters as one
class, and, except as otherwise provided in Section 9.02, none of the Notes will have the right to vote or consent as a class separate from one another on any matter. 
 The terms of the Notes include those stated in Sections 1.03, 1.05, 2.09, 7.06, 7.07, 7.08, 7.10, 7.11, 12.01, 12.02 and 12.03 of the Indenture, which are made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

The Notes are senior unsecured obligations of the Issuers limited at any one time outstanding to (i) $890,000,000 of Senior Exchange
Notes and (ii) $300,000,000 of Senior PIK Election Exchange Notes, plus the amount of any increase in principal amount resulting from the payment of PIK Interest on the Loans or the Notes. This Note is one of the Notes referred to in the
Indenture. The Indenture imposes certain limitations on the ability of CDW and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness,
consolidate, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limits on the ability of CDW and each Guarantor to consolidate or merge with or into any other Person or
convey, transfer or lease all or substantially all its property. These covenants are subject to important exceptions and qualifications. 







 5. OPTIONAL REDEMPTION. Each Note shall, subject to the following paragraphs, be
non-callable for four years from the Closing Date and shall be callable thereafter, at any time upon not less than 30 nor more than 60 days’ notice, at a price equal to 100% of its principal amount plus accrued and unpaid interest (subject to
the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) plus a premium equal to one half of the coupon then in effect on such Note, which premium shall decline ratably on each yearly
anniversary of the Closing Date to zero on the date that is two years prior to the Maturity Date. 
 Prior to October 15,
2011, the Issuers may redeem all or a part of the Notes, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date). 

6. MANDATORY REDEMPTION. If the Notes would otherwise constitute “applicable high yield discount obligations” within the
meaning of Section 163(i)(1) of the Code, at the end of each tax accrual period beginning with the first tax accrual period ending after August 21, 2012 (each, an “AHYDO Redemption Date”), the Issuer will be required to
redeem for cash a portion of each such Notes then outstanding equal to the Mandatory Principal Redemption Amount (as defined below) with respect to such accrual period (such redemption, a “Mandatory Principal Redemption”). The
redemption price for the portion of each Note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. The “Mandatory Principal
Redemption Amount” with respect to an accrual period means the portion of a Note required to be redeemed to prevent such Note from being treated as an “applicable high yield discount obligation” within the meaning of
Section 163(i)(1) of the Code. No partial redemption or repurchase of the Notes prior to an AHYDO Redemption Date pursuant to any other provision of this Indenture will alter the Issuer’s obligation to make a Mandatory Principal Redemption
with respect to any Notes that remain outstanding on such AHYDO Redemption Date. 
 7. NOTICE OF REDEMPTION. Subject to
Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a redemption
date if the notice is issued in connection with Article VIII or Article XI of the Indenture) to each Holder whose Notes are to be redeemed at its registered address or otherwise in accordance with Applicable Procedures. Notes in denominations larger
than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for
redemption. 
 8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control, each Holder of a Note will have the right to
cause CDW to repurchase all or any part of such Holder’s Notes at a repurchase price in cash equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest to the date of repurchase. CDW must offer to
repurchase the Notes at a purchase price of 100% of their principal amount, without premium, plus accrued but unpaid interest to the Redemption Date, with the Net Proceeds from certain nonordinary course Asset Sales pursuant to the terms of
Section 4.10 of the Indenture. 
 9. GUARANTY. The payment by the Issuers of the principal of, and premium and interest on,
the Notes is fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors to the extent set forth in the Indenture. 
 10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 principal amount and integral multiples of $1,000








 
thereafter. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents, and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

11. PERSONS DEEMED OWNERS. The registered Holder of this Note may be treated as its owner for all purposes. 

12. DISCHARGE AND DEFEASANCE. Subject to certain conditions as set forth in the Indenture, the Issuers at any time may terminate some or
all of its obligations under the Notes and the Indenture if the Issuers deposit with the Trustee money or certain U.S. Government Securities for the payment of principal of, and interest on, the Notes to redemption or maturity, as the case may be.

 13. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided
in the Indenture. 
 14. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are set forth in Section 6.01
of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary
obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and
payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Required Holders and Lenders by notice to the Trustee may on behalf of the Lenders and the Holders of all of the Notes waive any existing Default or and its
consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes. CDW is required to deliver to the Trustee annually a statement regarding compliance with the Indenture,
and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default. 
 15. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 

16. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE EXCHANGE NOTES AND THE
GUARANTEES. 
 17. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuers have caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 







 The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to the Issuers at the following address: 
 CDW LLC 

CDW Finance Corporation 
 200 N. Milwaukee Avenue 
 Vernon Hills, IL 60061 

Facsimile: (847) 465-6000 
 Attention: Investor Relations 







 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	  

		 	(Insert assignee’s legal name)

  

 
  
 (Insert assignee’s soc. sec. or tax I.D. no.) 
  
  

 
  

 
  

 
  

 
 (Print or type assignee’s
address and zip code) 
 and irrevocably appoint
                                         
                                        agent to
transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 
  

			
	Date:	 	  



 

			
	 Your Signature:
	 	  

		 	(Sign exactly as your name appears on the face of this Note)


  

			
		
	Signature Guarantee*:	 	 

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by CDW pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below: 
 [    ]
Section 4.10            [    ] Section 4.14 
 If you want to elect to have only part of this Note purchased by CDW pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$                    

  

			
	Date:	 	  



 

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)



			
	Tax Identification No.:	 	  




 

			
	Signature Guarantee*:	 	  



 

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The initial outstanding principal amount of this Global Note is
$[            ]. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note or exchanges of a part of another Global or
Definitive Note for an interest in this Global Note have been made or payment of PIK Interest have been made: 
  

									
	 Date of PIK

Payment/Date of

Exchange
	 	 Amount of

decrease
 in
Principal
 Amount of this
 Global Note
	 	 Amount of increase

in Principal

Amount of this

Global Note
	 	 Principal Amount

of
 this Global
Note
 following such
 decrease or
 increase
	 	 Signature of

authorized

officer
 of Trustee
or
 Custodian