Second Senior Exchange Note Supplemental Indenture



 Exhibit 4.3 

SECOND SENIOR EXCHANGE NOTE SUPPLEMENTAL INDENTURE 

SECOND SENIOR EXCHANGE NOTE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 23, 2010, among CDW LLC, an
Illinois limited liability company (the “Company”), CDW Finance Corporation, a Delaware corporation (the “Co-Issuer”), the guarantors listed on Schedule I hereto (the “Guarantors”) 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 “Initial Issuer”), and the Guarantors have heretofore executed
and delivered to the Trustee an Indenture dated as of October 10, 2008, as supplemented by the Senior Exchange Note Supplemental Indenture, dated as of May 10, 2010, by and among the Company (as successor in interest to the Initial
Issuer), the Guarantors and the Trustee (together, the “Indenture”), 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 Company’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 9.01(1) of the Indenture
provides that Company, the Guarantors and the Trustee may amend or supplement the Indenture without the consent of any Holder or Lender to cure any ambiguity, mistake, defect or inconsistency; 

WHEREAS, Section 9.01(4) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement
the Indenture without the consent of any Holder or Lender to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;

 WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or
supplement the Indenture, with the consent of the Required Holders and Lenders; 
 WHEREAS, the parties hereto desire to cure an
ambiguity in the definition of “Senior Exchange Notes” and “Senior PIK Election Exchange Notes”; 
 WHEREAS,
as an accommodation to the current and prospective Holders of Notes intended to facilitate the transferability of the Notes, the Co-Issuer has agreed to become a party to the Indenture as a co-issuer of the Notes; 

WHEREAS, the Company has solicited and obtained consents of the beneficial owners of Notes constituting the Required Holders and Lenders
with respect to this Supplemental Indenture; and 







 WHEREAS, pursuant to the Indenture, the Trustee, the Company, the Co-Issuer and the
Guarantors 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 Company, the Co-Issuer, the Guarantors 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 Co-Issuer hereby agrees to expressly assume, jointly and severally with the
Company, due and punctual payment of principal of, premium, if any, interest and Additional Interest, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise. The Co-Issuer hereby also expressly assumes
jointly and severally with the Company all rights and obligations of the Company with respect to Article 2 (The Exchange Notes), Article 6 (Defaults and Remedies), Article 8 (Legal Defeasance and Covenant Defeasance), Article 11 (Satisfaction and
Discharge) and Section 12.07 (No Personal Liability of Directors, Officers, Employees and Stockholders) of the Indenture. The Co-Issuer does not assume any other obligations or rights under the Indenture, except as expressly set forth herein.

 3. Amendment to Indenture. The Preamble of the Indenture is hereby amended, effective as of the Conversion Date,
as follows: 
 The following sentence is added at the end of the first WHEREAS clause: “Unless the context otherwise
requires, the use of the terms Senior Exchange Notes and Senior PIK Election Exchange Notes in this Indenture includes both the Initial Notes and any Registered Exchange Notes issued in exchange for such Initial Notes.” 

4. Ratification of Indenture and Notes; Supplemental Indentures Part of Indenture. Except as expressly amended hereby,
the Indenture and the Notes 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. Limitation and
Restrictions on Activities of the Co-Issuer. The Co-Issuer hereby agrees that it may not acquire or hold any material assets, voluntarily take any action to become liable for any material obligations or engage in any business activities or
operations; provided that the Co-Issuer may be a co-obligor with respect to Indebtedness (including for the avoidance of doubt, the Notes) if the Company is a primary obligor on such Indebtedness, the net proceeds of such Indebtedness are
received by the Company or one or more of the Restricted Subsidiaries and such Indebtedness is otherwise permitted to be incurred under the Indenture. 

6. Substitution of Terms. Each reference to “Issuer” set forth in Article 2, Article 3 (Redemption), Section 4.01
(Payment of Notes), Section 4.04 (Compliance Certificate) (other than the first reference to “Issuer” therein), Article 6, Article 8, Article 11 and Section 12.07 of the Indenture shall also refer to, and apply with respect to,
the Co-Issuer by substituting each of the Issuer and the Co-Issuer for the Issuer wherever that term appears, including in respect of defined terms used in Article 2, Article 







 
3, Section 4.01, Section 4.04, Article 6, Article 8, Article 11 and Section 12.07 of the Indenture (and solely for purposes of Article 2, Article 3, Section 4.01,
Section 4.04, Article 6, Article 8, Article 11 and Section 12.07 of the Indenture). 
 7. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 8.
Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 

9. 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. 
 10. Effect of Headings. The Section headings herein are for
convenience only and shall not affect 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


  

			
	CDW FINANCE 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 TECHNOLOGIES, INC.
		
	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
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By	 	 /s/ Raymond S. Haverstock

		 	Name: Raymond S. Haverstock
		 	Title: Vice President









 Schedule I to Supplemental Indenture 

Guarantors 
 CDW
Corporation (f/k/a VH Holdings, Inc.) 
 CDW Technologies, Inc. 

CDW Direct, LLC 
 CDW Logistics, Inc.

 CDW Government LLC