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Exhibit 10(a)



REPLACEMENT REVOLVING NOTE
$35,000,000 Dated as of June 30, 2004 Due: June 30, 2005



     On or before June 30, 2005, CDW CORPORATION, f/k/a CDW COMPUTER CENTERS,
INC. (the “Undersigned”), for value received, promises to pay to the order of
LASALLE BANK NATIONAL ASSOCIATION, a national banking association (hereinafter,
together with any holder thereof, called “Bank”), whose address is 135 S.
LaSalle Street, Chicago, Illinois 60603, the principal sum of Thirty Five
Million Dollars ($35,000,000) or if less, the aggregate unpaid principal amount
of all loans made by the Bank to the Undersigned hereunder (this “Note”). The
unpaid principal amount hereof shall bear interest at the Undersigned’s option
of the following:




     (i) a fixed rate equal to the greater of (A) the “Prime Rate”
(hereinafter defined) minus two and one-half percent (-21/2%) per
annum, or (B) the “Federal Funds Rate” (hereinafter defined) plus
one-half of one percent (+1/2%) per annum, for borrowings not to exceed
thirty (30) days, such rate to be fixed at the beginning of the term of
such borrowing (the “Fixed Prime Rate”); or




     (ii) a floating rate equal to the greater of (A) the Prime Rate
minus two and one-half percent (-21/2%) per annum, or (B) the Federal
Funds Rate plus one-half of one percent (+1/2%) per annum, for
borrowings in excess of thirty (30) days (the “Floating Prime Rate”); the
Floating Prime Rate and the Fixed Prime Rate are referred to herein
collectively as the “Prime Rate”); or




     (iii) “Adjusted LIBOR” (hereinafter defined).




	 	1.	 	For purposes hereof the following terms shall have the following
definitions:





     “Prime Rate” shall mean the rate in effect from time to time as set
by the Bank and called its Prime Rate. The effective date of any change
in said Prime Rate shall for purposes hereof be the date the rate is
changed by the Bank. The Bank shall not be obligated to give notice of
any change in the Prime Rate.




     “Federal Funds Rate” shall mean, for any day, the daily effective
Federal Funds rate for such day as published in the Federal Reserve
Statistical Release H.15(“H.15”) (or, if such Release is not published,
the successor thereto or closest approximation thereto, as determined by
the Bank) for such day; provided that, the Federal Funds Rate for any day
on which the Federal Reserve Bank of New York, (the “New York Fed”) is
not open for business shall be the Federal Funds Rate for the next
preceding day on which the New York Fed was open for business; and
provided, further, that if the Bank determines, in good faith, that it is
unable to determine the Federal Funds Rate on the basis of H.15, then the
Bank shall determine the Federal Funds Rate based on the quotations of
three (3) dealers in Federal Funds in New York City, as reasonably
selected by the Bank, and the Bank’s determination of such rate shall be
binding and conclusive absent manifest error.




     “Adjusted LIBOR” means a rate of interest equal to one-half of one
percent (1/2%) per annum in excess of the rate of interest equal to (a)
the per annum rate of


 









 




interest at which United States dollar deposits in an amount
comparable to the amount of the relevant LIBOR Loan and for a period
equal to the relevant Interest Period are offered in the London Interbank
Eurodollar market at 11:00 a.m. (London time) two Business Days prior to
the commencement of such Interest Period, as published by Bloomberg’s
Financial Markets Commodities News (or if not so published, the Bank, in
its sole discretion, shall designate another daily financial or
governmental publication of national circulation to determine such rate),
divided (and rounded upward, if necessary, to the nearest 1/16 of 1.00%)
by (b) a percentage equal to 100% minus the then stated maximum rate of
all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves required by applicable
law) applicable to any member bank of the Federal Reserve System in
respect of Eurocurrency funding or liabilities as defined in Regulation D
(or any successor category of liabilities under Regulation D), or as
LIBOR is otherwise determined by the Bank in its sole and absolute
discretion. The Bank’s determination of LIBOR shall be conclusive,
absent manifest error.




     “Interest Period” shall mean successive one, two or three-month
periods as selected from time to time by the Undersigned by notice given
to the Bank not less than three (3) business days prior to the first day
of each respective Interest Period; provided that: (i) each such one, two
or three-month period occurring after such initial period shall commence
on the day on which the next preceding period expires; (ii) the final
Interest Period shall be such that its expiration occurs on or before the
stated maturity date of the Note; and (iii) if for any reason the
Undersigned shall fail to select timely a period, then it shall be deemed
to have selected a LIBOR Loan with a one(1) month Interest Period;
provided that, at any time any Interest Period expires less than one (1)
month before the maturity of the Note, then, for the period commencing on
such expiration date and ending on the maturity date such LIBOR Loan
shall convert to a loan bearing interest at the Floating Prime Rate.



     2. Interest on that portion of the outstanding principal amount hereof
bearing interest at the Prime Rate shall be payable from the date hereof on
such aggregate unpaid principal amount on the last day of each month,
commencing on July 31, 2004, and at maturity hereof. Interest on LIBOR
borrowings shall be payable at the end of each respective Interest Period.
Interest after maturity (whether by reason of acceleration or otherwise) shall
be paid on the unpaid balance at the rate of the Floating Prime Rate plus two
percent (2%) per annum (the “Default Rate”). Interest shall be computed on the
basis of a year consisting of 360 days and shall be paid for the actual number
of days elapsed, unless otherwise specified herein.



     3. Each LIBOR borrowing hereunder (each, a “LIBOR Loan”) must equal
$100,000 or an integral multiple thereof. Interest on each LIBOR Loan shall be
payable on the last banking day of each Interest Period with respect thereto,
commencing on the first such date to occur after the date hereof, at maturity,
after maturity on demand, and on the date of any payment hereon on the amount
paid. The Undersigned hereby further promises to pay to the order of the Bank,
on demand, interest on the unpaid principal amount hereof after maturity
(whether by acceleration or otherwise) at the Default Rate.



     4. Provisions applicable to LIBOR Loans: (a) The Bank’s determination of
Adjusted LIBOR as provided above shall be conclusive, absent manifest error.
Furthermore, if the Bank determines, in good faith (which determination shall
be conclusive, absent manifest error), prior to the commencement of any
Interest Period that (a) U.S. dollar deposits of sufficient amount and maturity
for funding any LIBOR Loan are not available to the Bank in the London
Interbank



 







 






Eurodollar market in the ordinary course of business, or (b) by reason of
circumstances affecting the London Interbank Eurodollar market, adequate and
fair means do not exist for ascertaining the rate of interest to be applicable
to the relevant LIBOR Loan, the Bank shall promptly notify the Undersigned and
such LIBOR Loan shall automatically convert on the last day of its then-current
Interest Period to a loan bearing interest at the Floating Prime Rate.



     If, after the date hereof, the introduction of, or any change in any
applicable law, treaty, rule, regulation or guideline or in the interpretation
or administration thereof by any governmental authority or any central bank or
other fiscal, monetary or other authority having jurisdiction over the Bank or
its lending office (a “Regulatory Change”), shall, in the opinion of counsel to
the Bank, makes it unlawful for the Bank to make or maintain any LIBOR Loan
evidenced hereby, then the Bank shall promptly notify the Undersigned and such
LIBOR Loan shall automatically convert on the last day of its then-current
Interest Period to a loan bearing interest at the Floating Prime Rate.



     If, for any reason, any LIBOR Loan is paid prior to the last business day
of its then-current Interest Period, the Undersigned agrees to indemnify the
Bank against any loss (including any loss on redeployment of the funds repaid),
cost or expense incurred by the Bank as a result of such prepayment.



     If any Regulatory Change (whether or not having the force of law) shall
(a) impose, modify or deem applicable any assessment, reserve, special deposit
or similar requirement against assets held by, or deposits in or for the
account of or loans by, or any other acquisition of funds or disbursements by,
the Bank; (b) subject the Bank or any LIBOR Loan to any tax, duty, charge,
stamp tax or fee or change the basis of taxation of payments to the Bank of
principal or interest due from the Undersigned to the Bank hereunder (other
than a change in taxation of the overall net income of the Bank); or (c) impose
on the Bank any other condition regarding such LIBOR Loan or the Bank’s funding
thereof, and the Bank shall determine (which determination shall be conclusive,
absent manifest error) that the result of the foregoing is to increase the cost
to the Bank of making or maintaining such LIBOR Loan or to reduce the amount of
principal or interest received by the Bank hereunder, then the Undersigned
shall pay to the Bank, on demand and presentation of satisfactory documentation
therefor, such additional amounts as the Bank shall, from time to time,
determine are sufficient to compensate and indemnify the Bank for such
increased cost or reduced amount.



     5. The Undersigned hereby authorizes the Bank to charge any account of the
Undersigned for all sums due hereunder. Principal payments submitted in funds
not available until collected shall continue to bear interest until collected.
If payment hereunder becomes due and payable on a Saturday, Sunday or legal
holiday under the laws of the United States or the State of Illinois, the due
date thereof shall be extended to the next succeeding business day, and
interest shall be payable thereon at the rate specified during such extension.



     6. This Note evidences a revolving line of credit under which the
Undersigned is indebted to the Bank and evidences the aggregate unpaid
principal amount of all advances made or to be made by the Bank to the
Undersigned under the Note. All advances and repayments hereunder shall be
evidenced by entries on the books and records of the Bank which shall be
presumptive evidence of the principal amount and interest owing and unpaid on
this Note, or any renewal or extension hereof. The failure to so record any
such amount or any error so recording any such amount shall not, however, limit
or otherwise affect the obligations of the Undersigned hereunder or under any
not to repay the principal amount of the liabilities together with all interest
accruing thereon. This Note may be used for direct advances or letters of
credit issued by the Bank in its



 









 






sole discretion (“Letter(s) of Credit”). Each Letter of Credit requested
by the Undersigned shall be subject to the terms and conditions of the Master
Letter of Credit Agreement dated June 28, 2000 and any Letter of Credit
applications executed in relation thereto (collectively, the “Letter of Credit
Agreement”), which Letter of Credit Agreement is incorporated herein by this
reference. The amount available to the Undersigned under this Note shall be
reduced by the face amount of all Letters of Credit issued and outstanding
hereunder. All Letters of Credit issued hereunder shall have an expiry date no
later than June 30, 2006. The Undersigned and the Bank agree that each draw
under any Letter of Credit shall constitute, and shall be repaid by, a direct
advance under this Note on the date of such draw. Each Letter of Credit
requested by the Undersigned hereunder shall be issued by the Bank only after
the Bank has received a fully executed Letter of Credit application on the
Bank’s standard form and the Bank’s customary fees for issuance of Letters of
Credit. In addition to the foregoing, all standby Letters of Credit issued
hereunder shall bear an annual issuance fee equal to one half of one percent
(.50%) of the face amount of such Letter of Credit, payable annually in advance
until, (i) such Letter of Credit has expired or has been returned to the Bank,
or (ii) the Bank has paid the Beneficiary the full face amount of such Letter
of Credit.



     7. Advances under this Note may be made by the Bank upon the written
request of any two (2) authorized officers of the Undersigned whose authority
to so act has not been revoked by the Undersigned in writing theretofore
received by the Bank at its main office. Any such advances shall be
conclusively presumed to have been made by the Bank to or for the benefit of
the Undersigned. The Undersigned does hereby irrevocably confirm, ratify and
approve all such advances by the Bank and does hereby indemnify the Bank
against loss and reasonable expenses (including court costs, attorneys’ and
paralegals’ fees) and shall hold the Bank harmless with respect thereto.



     8. The Undersigned shall be in default hereunder if: (a) any amount
payable on this and any and all other liabilities or obligations of the
Undersigned to the Bank, howsoever created, arising or evidenced, whether now
existing or hereafter arising, whether now due or to become due, whether
direct, indirect, absolute, contingent, joint, several or joint and several
(all such liabilities and obligations, including this Note, are hereinafter
referred to as the “Obligations”) or on the obligations of any obligor
hereunder, it not paid within five (5) days of when due; or (b) the Undersigned
shall otherwise fail to perform any of the promises to be performed by the
Undersigned hereunder or under any other security agreement or other agreement
with the Bank and the same is not cured within thirty (30) days of notice
thereof by the Bank; or (c) the Undersigned, or any other party liable with
respect to the Obligations, or any guarantor or accommodation endorser or third
party pledgor, shall make any assignment for the benefit of creditors, or there
shall be commenced any bankruptcy, receivership, insolvency, reorganization,
dissolution or liquidation proceedings by or against, or the entry of any
judgment, levy, attachment, garnishment or other process, or the filing of any
lien against the Undersigned or any guarantor, or any other party liable with
respect to the Obligations, or accommodation endorser or third party pledgor
for any of the Obligations which has a material adverse effect on such party;
or (d) the determination by the Bank that a material adverse change has
occurred in the financial condition of the Undersigned from the condition set
forth in the most recent financial statement of the Undersigned furnished to
the Bank, or from the financial condition of the Undersigned most recently
disclosed to the Bank in any manner and the same is not cured within thirty
(30) days of notice thereof by the Bank; or (e) any oral or written warranty,
representation, certificate or statement of the Undersigned to the Bank is
untrue in any material respect; or (f) failure of the Undersigned, within
thirty (30) days after a request by the Bank, to furnish financial information
or to permit inspection by the Bank of the Undersigned’s books and records; or
(g) the occurrence of any material adverse event which causes a change in the
financial condition of the



 









 






Undersigned, or which would have a material adverse effect on the business
of the Undersigned and the same is not cured within thirty (30) days notice
thereof by the Bank; or (h) the Undersigned fails to have, at the end of each
of its fiscal quarters (1) a Tangible Net Worth of at least $300,000,000, or
(2) a ratio of Liabilities to Tangible Net Worth of no greater than 1.0:1.0 and
a default of either (1) or (2) shall not be cured by the Undersigned within
thirty (30) days.



     9. For purposes hereof, “Tangible Net Worth” shall mean the sum of
shareholders’ equity plus debt subordinated to the Undersigned’s liabilities to
the Bank, minus intangibles, including, but not limited to, goodwill, customer
lists, prepaid items, deferred charges, debts owed by officers and other
affiliates and such “Other Assets” as set forth on the financial statements of
the Undersigned. “Liabilities” shall mean all liabilities of the Undersigned
that would be shown on a balance sheet of the Undersigned prepared in
accordance with generally accepted accounting principles consistently applied.



     10. Whenever the Undersigned shall be in default as aforesaid, without
demand or notice of any kind except as set forth herein, the entire unpaid
amount of all Obligations shall become immediately due and payable, and the
Bank may exercise, from time to time, any and all rights and remedies available
to it under the Uniform Commercial Code of Illinois, or otherwise, including
those available under any written instrument (in addition to this Note)
relating to any of the Obligations and may, without demand or notice of any
kind, appropriate and apply toward the payment of such of the Obligations,
whether matured or unmatured, including reasonable costs of collection and
reasonable attorneys’ and paralegals’ fees, and in such order of application as
the Bank may, from time to time, elect, any balances, credits, deposits,
accounts or monies of the Undersigned in possession, control or custody of, or
in transit to the Bank.



     11. THE UNDERSIGNED WAIVES THE BENEFIT OF ANY LAW THAT WOULD OTHERWISE
RESTRICT OR LIMIT THE BANK IN THE EXERCISE OF ITS RIGHTS, WHICH IS HEREBY
ACKNOWLEDGED, TO APPROPRIATE WITHOUT NOTICE, AT ANY TIME FOLLOWING DEFAULT
(AFTER GIVING EFFECT TO APPLICABLE GRACE OR CURE PERIODS, IF ANY), ANY
INDEBTEDNESS MATURED OR UNMATURED, OWING FROM THE BANK TO THE UNDERSIGNED. THE
BANK MAY, FROM TIME TO TIME, WITHOUT DEMAND OR NOTICE OF ANY KIND, APPROPRIATE
AND APPLY TOWARD THE PAYMENT OF SUCH OF THE OBLIGATIONS, AND IN SUCH ORDER OF
APPLICATION, AS THE BANK MAY, FROM TIME TO TIME, ELECT ANY AND ALL SUCH
BALANCES, CREDITS, DEPOSITS, ACCOUNTS, MONIES, CASH EQUIVALENTS AND OTHER
ASSETS OF OR IN THE NAME OF THE UNDERSIGNED, THEN OR THEREAFTER WITH THE BANK.



     12. THE UNDERSIGNED WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR
SET OFF WHICH THE UNDERSIGNED MAY NOT HAVE OR HEREAFTER MAY HAVE TO ANY ACTION
BY BANK IN ENFORCING THIS NOTE OR ANY OF THE OTHER OBLIGATIONS, RATIFIES AND
CONFIRMS WHATEVER THE BANK MAY DO PURSUANT TO THE TERMS HEREOF AND AGREES THAT
BANK SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR MISTAKES OF FACT OR LAW
EXCEPT FOR THOSE ERRORS OR MISTAKES WHICH RESULT FROM THE BANK’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. THE BANK AND THE UNDERSIGNED, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY THE RIGHT EITHER MAY HAVE TO
TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OF THE OTHER OBLIGATIONS, OR
ANY AGREEMENT, EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION



 









 






HEREWITH OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE BANK
AND THE UNDERSIGNED ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE
UNDERSIGNED.



     13. The Undersigned, and any other party liable with respect to the
Obligations, including any guarantors, and any and all endorsers and
accommodation parties, and each one of them, waive any and all presentment,
demand, notice of dishonor, protest, and all other notices and demands in
connection with the enforcement of the Bank’s right hereunder, and hereby
consent to, and waive notice of release, with or without consideration, of the
Undersigned. No default shall be waived by the Bank except in writing. No
delay on the part of the Bank in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by the Bank of
any right or remedy shall preclude other or further exercise thereof, or the
exercise of any other right or remedy. This Note: (I) is valid, binding and
enforceable in accordance with its provisions, and no conditions exist to the
legal effectiveness of this Note; (ii) contains the entire agreement between
the Undersigned and the Bank; (iii) is the final expression of the intentions
of the Undersigned and the Bank; and (iv) supersedes all negotiations,
representations, warranties, commitments, offers, contracts (of any kind or
nature, whether or al or written) prior to or contemporaneous with the
execution hereof. No prior or contemporaneous representation, warranties,
understandings, offers or agreements of any kind or nature, whether oral or
written, have been made by the Bank or relied upon by the Undersigned in
connection with the execution hereof. No modification, discharge, termination
or waiver of any of the provisions hereof shall be binding upon the Bank,
except as expressly set forth in a writing duly signed and delivered on behalf
of the Bank.



     14. The Undersigned agrees to pay all reasonable costs, reasonable legal
expenses, reasonable attorneys fees and paralegals’ fees of every kind, paid or
incurred by the Bank in enforcing its rights hereunder, including, but not
limited to, litigation or proceedings initiated under the United States
Bankruptcy Code, or in respect to any other of the Obligations, or in defending
against any defense, cause of action, counterclaim, set off or crossclaim based
on any act of commission or omission by the Bank with respect to this Note or
any other of the Obligations, promptly on demand of the Bank or other person
paying or incurring the same.



     15. TO INDUCE THE BANK TO MAKE THE LOAN EVIDENCED BY THIS NOTE, THE
UNDERSIGNED IRREVOCABLY AGREES THAT ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY
AS A RESULT OR IN CONSEQUENCE OF THIS NOTE OR ANY OTHER AGREEMENT WITH THE BANK
SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING SITUS IN THE CITY OF
CHICAGO, ILLINOIS, AND THE UNDERSIGNED HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS
SITUS IN SAID CITY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.
THE UNDERSIGNED HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS, AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, DIRECTED TO THE UNDERSIGNED AT THE ADDRESS INDICATED IN THE
BANK’S RECORDS IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT
OF OTHERWISE.



     16. The loan evidenced hereby has been made and this Note has been
delivered at the Bank’s main office. This Note shall be governed and construed
in accordance with the laws of the State of Illinois, in which state it shall
be performed, and shall be binding upon the



 









 






Undersigned and its successors and assigns. If this Note contains any
blanks when executed by the Undersigned, the Bank is hereby authorized, without
notice to the Undersigned, to complete any such blanks according to the terms
upon which the loan or loans were granted. Wherever possible, each provision
of this Note shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Note shall be prohibited by
or be invalid under such law, such provision shall be severable, and be deemed
ineffective to the extent of such prohibition or invalidity without
invalidating the remaining provisions of this Note. If more than one party
shall execute this Note, the term “Undersigned” as used herein shall mean all
parties signing this Note and their respective successors and assigns, and such
parties shall, as the case may be, be jointly and severally obligated
hereunder.



     17. The Undersigned represents and warrants to the Bank that the execution
and delivery of this Note has been duly authorized by resolutions heretofore
adopted by its Board of Directors and in accordance with law and its bylaws,
that said resolutions have not been amended or rescinded, are in full force and
effect and that the officer or officers executing and delivering this Note for
and on behalf of the Undersigned are duly authorized so to act. The Bank, in
extending financial accommodations to the Undersigned, is expressly acting and
relying upon the aforesaid representations and warranties.



     18. The Undersigned acknowledges and agrees that the lending relationship
hereby created with the Bank is and has been conducted on an open and arm’s
length basis in which no fiduciary relationship exits and that the Undersigned
has not relied and is not relying on any such fiduciary relationship in
consummating the loan evidenced by this Note.



     19. As used herein, all provisions shall include the masculine, feminine,
neuter, singular and plural thereof, wherever the context and facts require
such construction and in particular the word “Undersigned” shall be so
construed.



     20. This Note is in replacement and substitution for, but not a repayment
of, that certain $35,000,000 Replacement Revolving Note dated as of June 30,
2003 of the Undersigned payable to the order of the Bank and does not and shall
not be deemed to constitute a novation therefor.



     IN WITNESS WHEREOF, the Undersigned has executed this Note on the date
above set forth.

	 	 	 	 	 
	 	CDW CORPORATION, f/k/a CDW COMPUTER CENTERS, INC.

 	 
	 	By:  	/s/ John A. Edwardson
 	 
	 	Name:  	John A. Edwardson 	 
	 	Title:  	Chairman & Chief Executive Officer 	 
	 


	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Barbara A. Klein	 
	 	Name:  	Barbara A. Klein 	 
	 	Title:  	Senior Vice President & Chief Financial Officer