cdw-2022321x10qxex101






Execution Version  AMENDMENT AGREEMENT  This AMENDMENT AGREEMENT (this “Agreement”), dated as of April 5, 2022 and  effective as of December 1, 2021, is made by and among CDW LLC, an Illinois limited liability company  (the “Borrower”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative  Agent”).  WHEREAS, the Borrower and the Administrative Agent are party to that certain Credit  Agreement, dated as of December 1, 2021 (as amended, restated, amended and restated, modified and/or  supplemented from time to time, the “Credit Agreement”; capitalized terms not otherwise defined herein  shall have the respective meaning assigned to such terms in the Credit Agreement), by and among the  Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent;  WHEREAS, Section 9.02(c)(i) of the Credit Agreement provides that the Administrative  Agent and the Borrower shall be permitted to amend the Credit Agreement to cure any ambiguity,  mistake, omission, defect or inconsistency so long as the Lenders shall have received at least five  Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within  five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders  stating that the Required Lenders object to such amendment;  WHEREAS, the Administrative Agent and the Borrower desire to amend the Credit  Agreement in accordance with Section 9.02(c)(i) as further described herein;  WHEREAS, the Summary of Terms and Conditions posted to the Lenders on November  3, 2021 (the “Marketing Term Sheet”) provided that the Term Loans will amortize in equal quarterly  installments payable at the end of the applicable fiscal quarter (commencing with the first full fiscal  quarter of the Borrower after the Effective Date) at (i) a per annum rate of 2.5% of the aggregate principal  amount of the Term Loans incurred by the Borrower on the Effective Date for the first four full fiscal  quarters following the Effective Date and (ii) a per annum rate of 5.0% of the aggregate principal amount  of the Term Loans incurred by the Borrower on the Effective Date for the each fiscal quarter thereafter;   WHEREAS, it is not clear that the percentages in Section 2.07(a) of the Credit  Agreement are per annum percentages as set forth in the Marketing Term Sheet;  WHEREAS, the Administrative Agent and the Borrower desire to amend the Credit  Agreement in accordance with Section 9.02(c)(i) as further described herein in order to clarify and correct  the aforementioned ambiguity, mistake and inconsistency; and  WHEREAS, in accordance with Section 9.02(c)(i) of the Credit Agreement, the form of  this Agreement has been made available to the Lenders for at least five (5) Business Days and the  Administrative Agent has not received a written notice from the Required Lenders stating that the  Required Lenders object to this Agreement;  NOW, THEREFORE, in consideration of the promises contained herein and for other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the  parties hereto, intending to be legally bound hereby, agree as follows:  SECTION 1. Amendment.  Subject to the terms and conditions to effectiveness set  forth in Section 2 hereof, Section 2.07(a) of the Credit Agreement is hereby amended and restated in its  entirety as follows effective as of December 1, 2021:  





 






-2-  “(a) The Borrower (x) shall repay to the Administrative Agent for the account of each  Term Lender (which repayments shall be adjusted from time to time pursuant to Section  2.08) on the last day of each fiscal quarter of the Borrower (commencing on the last day  of the first full fiscal quarter of the Borrower ending after the Effective Date) or, if any  such date is not a Business Day, on the next succeeding Business Day, a principal amount  in respect of the Term Loans equal to (A) in the case of each quarterly payment for the  first four (4) full fiscal quarters following the Effective Date, 0.625% of the aggregate  principal amount of the Term Loans incurred on the Effective Date and (B) in the case of  each quarterly payment for each fiscal quarter following the fourth full fiscal quarter  following the Effective Date, 1.25% of the aggregate principal amount of such Term  Loans incurred on the Effective Date and (y) hereby unconditionally promises to pay to  the Administrative Agent for the account of each Term Lender the then unpaid principal  amount of each Term Loan of such Term Lender on the Maturity Date.”  SECTION 2. Effectiveness.  Section 1 of this Agreement shall become effective as of  December 1, 2021 on the date that the Administrative Agent shall have received this Agreement, duly  executed by the Borrower and the Administrative Agent (it being understood that the Administrative  Agent shall only execute this Agreement if the Lenders shall have received at least five Business Days’  prior written notice thereof and the Administrative Agent shall not have received, within five Business  Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the  Required Lenders object to this Agreement).   SECTION 3. Amortization Payment.  To the extent the Borrower repays 2.5% of the  aggregate principal amount of the Term Loans incurred on the Effective Date on March 31, 2022, after  this Amendment becomes effective, the excess 1.875% of such payment will be applied to the Loans to  the scheduled installments of principal due on June 30, 2022, September 30, 2022 and December 31,  2022 pursuant to Section 2.07(a) in direct order of maturity in accordance with Section 2.08(b).   SECTION 4. Reference to and Effect on the Credit Agreement.  (a) On and after the effectiveness of this Agreement, each reference in the Credit  Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit  Agreement, shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect  to, this Agreement.   This Agreement is a “Loan Document” for purposes of the Credit Agreement and the  other Loan Documents.  (b) Each Loan Document, after giving effect to this Agreement, is and shall continue  to be in full force and effect and is hereby in all respects ratified and confirmed, except that, on and after  the effectiveness of this Agreement, each reference in each of the Loan Documents to the “Credit  Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement shall mean  and be a reference to the Credit Agreement, as amended by and after giving effect to, this Agreement.  Nothing in this Agreement can or may be construed as a novation of the Credit Agreement or any other  Loan Document. This Agreement shall apply and be effective only with respect to the provisions of the  Credit Agreement specifically referred to herein.  SECTION 5. Execution in Counterparts.  This Agreement may be executed in any  number of counterparts and by the different parties hereto on separate counterparts, each of which when  so executed and delivered shall be an original, but all of which shall together constitute one and the same  instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile  transmission or electronic .pdf transmission shall be effective as delivery of a manually executed  counterpart of this Agreement. For purposes hereof, the words “execution,” “execute,” “executed,”  





 






-3-  “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the  electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping  of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as  a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to  the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global  and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other  similar state laws based on the Uniform Electronic Transaction Act. SECTION 6. WAIVER OF JURY TRIAL; GOVERNING LAW;  JURISDICTION, ETC.  The provisions set forth in Sections 9.09 and 9.10 of the Credit Agreement are  hereby incorporated herein mutatis mutandis with all references to “this Agreement” therein being  deemed references to this Agreement.   [SIGNATURE PAGES FOLLOW]  





 






  [SIGNATURE PAGE — AMENDMENT AGREEMENT]  IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to  be executed by their respective officers thereunto duly authorized, as of the date and year first written  above.  CDW LLC,  as Borrower  By:      Name: Robert J. Welyki   Title: Vice President    





 






[SIGNATURE PAGE — AMENDMENT AGREEMENT]  JPMORGAN CHASE BANK, N.A.,   as Administrative Agent   By:      Name: Matthew Cheung   Title: Vice President