Amendment No. 1 to the Senior Subordinated Bridge Loan Agreement



 Exhibit 10.8 

AMENDMENT NO. 1 

AMENDMENT NO. 1 dated as of April 2, 2008 to the Senior Subordinated Bridge Loan Agreement dated as of October 12, 2007, as
amended and restated as of March 12, 2008 (the “Bridge Loan Agreement”) among VH MergerSub, Inc. (“Merger Sub” and, prior to the Merger, the “Borrower”), an Illinois corporation to be
merged with and into CDW Corporation, an Illinois corporation (“CDW” or the “Company” and, after the Merger, the “Borrower”), VH Holdings, Inc., a Delaware corporation (“Holdings”),
the Subsidiary Guarantors party thereto (collectively, the “Subsidiary Guarantors” and, individually, a “Subsidiary Guarantor”), the Lenders party thereto (collectively the “Lenders” and,
individually, a “Lender”), and JPMorgan Chase Bank, N.A., as Administrative Agent. 
 The Borrower, Holdings,
the Subsidiary Guarantors and the Lenders wish to amend the Bridge Loan Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows: 

Section 1. Definitions. Capitalized terms used in this Amendment No. 1 and not otherwise defined are used herein as
defined in the Bridge Loan Agreement (as amended hereby). 
 Section 2. Amendments. Effective as provided in
Section 5 hereof, the Bridge Loan Agreement shall be amended as follows: 
 2.01. References in the Bridge Loan Agreement
(including references to the Bridge Loan Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be
references to the Bridge Loan Agreement as amended hereby. 
 2.02. Section 1.01 of the Bridge Loan Agreement is hereby
amended by deleting the following definitions in their entirety: “Additional Cap”, “Cap Designation Letter”, “Qualifying Bookrunner” and “Unused Additional Cap”. 

2.03. Section 2.06(a)(iii) of the Bridge Loan Agreement is hereby amended in its entirety to read as follows: 

(iii) Notwithstanding the foregoing clauses (i) and (ii), but subject to Section 2.06(b), the per annum interest
rate borne by the Loans shall not exceed 12.535% (the “Total Cap”) per annum. 
 Section 3.
Representations and Warranties. The Borrower represents and warrants (it being understood that, for purposes of the representations and warranties made in the Bridge Loan Documents on the Closing Date and on the date hereof, such
representations and warranties shall be construed as though the Transactions have been consummated) to the Administrative Agent and each of the Lenders that (a) the representations and warranties set forth in Article III and in each other
Bridge Loan Document shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier
date, in which case they shall be true and correct in all material respects as of such earlier date and (b) no Event of Default or Default shall have occurred and be continuing. 







 Section 4. Confirmation of Guarantee. Each Guarantor, by its execution of this
Agreement, hereby confirms and ratifies that all of its obligations as a Guarantor shall continue in full force and effect for the benefit of the Administrative Agent and the Lenders with respect to the Guaranteed Obligations as amended by this
Amendment No. 1. 
 Section 5. Conditions Precedent to Effectiveness. The amendments set forth in
Section 2 hereof shall become effective on the date upon which each of the following conditions is satisfied: 

(a) Amendment No. 1. This Amendment No. 1 shall have been duly executed and delivered by the Borrower,
Holdings, the Administrative Agent and each of the Lenders. In addition, each of the Guarantors shall have executed and delivered its confirmation and consent provided for on the signature pages hereto. 

(b) Fees. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to
the date hereof, including, to the extent invoiced at least one Business Day prior to the date hereof, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other
Bridge Loan Document. 
 Section 6. Miscellaneous. Except as herein provided, the Bridge Loan Agreement shall remain
unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment
No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly
executed and delivered as of the day and year first above written. 
  

			
	CDW CORPORATION
		
	By:	 	 /s/ Barbara A. Klein

	Name:	 	Barbara A. Klein
	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	LEHMAN COMMERCIAL PAPER INC., as a Lender
		
	By:	 	 /s/ Michael C. Moravec

	Name:	 	Michael C. Moravec
	Title:	 	Managing Director


  

			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
		
	By:	 	 /s/ Ann B. Kerns

	Name:	 	Ann B. Kerns
	Title:	 	Vice President


  

			
	MORGAN STANLEY BANK, as a Lender
		
	By:	 	 /s/ Henry F. D’Alessandro

	Name:	 	Henry F. D’Alessandro
	Title:	 	Authorized Signatory


  

			
	DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	 /s/ David Mayhew

	Name:	 	David Mayhew
	Title:	 	Managing Director
		
	By:	 	 /s/ Stephen Cayer

	Name:	 	Stephen Cayer
	Title:	 	Director










			
	VH HOLDINGS, INC.
		
	By:	 	 /s/ Robert J. Welyki

	Name:	 	Robert J. Welyki
	Title:	 	Treasurer and Assistant Secretary


  

			
	CDW DIRECT, LLC
		
	By:	 	 /s/ Robert J. Welyki

	Name:	 	Robert J. Welyki
	Title:	 	Vice President, Treasurer and Assistant Secretary


  

			
	CDW GOVERNMENT, INC.
		
	By:	 	 /s/ Robert J. Welyki

	Name:	 	Robert J. Welyki
	Title:	 	Vice President, Treasurer and Assistant Secretary


  

			
	BERBEE INFORMATION NETWORKS CORPORATION
		
	By:	 	 /s/ Robert J. Welyki

	Name:	 	Robert J. Welyki
	Title:	 	Vice President, Treasurer and Assistant Secretary


  

			
	CDW LOGISTICS, INC.
		
	By:	 	 /s/ Robert J. Welyki

	Name:	 	Robert J. Welyki
	Title:	 	Vice President, Treasurer and Assistant Secretary


  

			
	CDW ASIA HOLDINGS, LLC
		
	By:	 	 /s/ Robert J. Welyki

	Name:	 	Robert J. Welyki
	Title:	 	Vice President, Treasurer and Assistant Secretary










			
	 CDW CORPORATION

		
	By:	 	 /s/ Robert J. Welyki

	Name:	 	Robert J. Welyki
	Title:	 	Vice President, Treasurer and Assistant Secretary


  

			
	FORESIGHT TECHNOLOGY GROUP, INC.
		
	By:	 	 /s/ Christine A. Leahy

	Name:	 	Christine A. Leahy
	Title:	 	Secretary