$35,000,000.00 Chicago, Illinois
Note Date: July 25, 2001
LINE OF CREDIT DEMAND NOTE
(CORPORATION - FIXED AND FLOATING RATES)
(UNCOMMITTED)
ON DEMAND, for value received, CDW Computer Centers, Inc., an Illinois corporation (the "Borrower"), promises to pay to
the order of THE NORTHERN TRUST COMPANY, an Illinois banking corporation (the "Lender"), the aggregate unpaid principal balance of
each advance (an "Advance" and collectively the "Advances") made by the Lender to the Borrower hereunder. The total principal
amount of Advances outstanding at any one time hereunder shall not exceed THIRTY-FIVE MILLION AND NO/100ths UNITED STATES DOLLARS
($35,000,000.00).
The unpaid principal balance of each Advance shall bear interest from the date thereof until its interim maturity date,
as reflected in the records of the Lender or on an annexed schedule (the "Interim Maturity Date") or the occurrence of a demand
for payment hereof, whichever is earlier, at the fixed or floating rate (as the parties may agree) set forth in an annexed
schedule or otherwise in the Lender's records. The principal amount of each Advance shall mature and be payable on its Interim
Maturity Date, unless the Lender makes prior demand for payment hereof, as provided below.
Accrued but unpaid interest on each Advance shall be payable on the earlier of (a) the last day of each month, (b) its
Interim Maturity Date, or (c) upon payment of such Advance in full (whether pursuant to demand or otherwise). Any Advance which
is not paid in full on its Interim Maturity Date or on or before demand shall thereafter bear interest, payable upon demand, until
paid at a rate equal to two percent (2%) in addition to the "Prime Rate" (as defined below).
The Borrower hereby authorizes the Lender to charge any account of the Borrower maintained with the Lender for any
amounts due or payable hereunder; unless the Borrower instructs otherwise, all Advances made to the Borrower under this Note shall
be credited to an account of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE ADVANCES HEREUNDER UPON WRITTEN
INSTRUCTIONS , WHICH MUST BE SIGNED BY TWO NAMED OFFICERS, AND IN SO DOING SHALL BE FULLY ENTITLED TO RELY SOLELY UPON
INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY
AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE.
For purposes hereof, "Prime Rate" means the rate of interest per year announced from time to time by the Lender called
its prime rate, which may not at any time be the lowest rate charged by the Lender. Changes in the interest rate on any Advance
resulting from a change in the Prime Rate shall take effect as set forth in each announcement. Interest shall be computed for the
actual number of days elapsed on the basis of a year consisting of 360 days, including the date an Advance is made and excluding
the date an Advance or any portion thereof is paid or prepaid.
All payments hereunder shall be payable at the principal office of the Lender at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in lawful money of the United States of America and in immediately available funds.
The Borrower may prepay without penalty or premium any Advance bearing interest at a rate based on the Prime Rate. If
the Borrower prepays, in whole or in part, any Advance bearing any other interest rate or if the maturity of any such fixed rate
Advance is accelerated upon demand for payment hereof, the Borrower shall also pay the Lender for all losses (including but not
limited to interest rate margin) or expenses incurred by reason of the liquidation or re-employment of deposits acquired by the
Lender to make the Advance or maintain principal outstanding at a fixed rate. Upon the Lender's demand in writing specifying such
losses and expenses, the Borrower shall promptly pay them; the Lender's specification shall be deemed correct in the absence of
manifest error. Each Advance shall be conclusively deemed to have been funded by or on behalf of the Lender by the purchase of a
deposit corresponding in amount to such Advance and in maturity to such Advance's Interim Maturity Date.
The Lender shall, and is hereby authorized by the Borrower to, endorse on a schedule annexed to this Note or otherwise
record in its records the date and principal amount of each Advance, the Interim Maturity Date, the applicable interest rate, and
the date and amount of each payment of principal and interest made by the Borrower with respect to each such Advance; provided,
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however, the failure of the Lender to make any endorsement on any schedule shall not limit or otherwise affect the right of the
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Lender to repayment of all Advances (including interest thereon) made by the Lender to the Borrower. The Lender's endorsements as
well as its records relating to Advances shall be rebuttably presumptive evidence of the outstanding principal and interest on the
Advances.
The Borrower hereby represents and warrants to the Lender that (a) it is a corporation existing and in good standing
under the laws of its state of incorporation and duly qualified, in good standing and authorized to do business in each
jurisdiction where the failure to so qualify would have a material and adverse effect on its financial condition; (b) the
borrowings hereunder and the execution and delivery of this Note are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action, have received any necessary governmental approval and do not contravene or conflict
with any provision of law or of the charter or by-laws of the Borrower or of any agreement binding upon it; and (c) there has been
no material adverse change in the business, financial condition, properties, assets, operations or prospects of the Borrower since
the date of the latest financial statements provided by or on behalf of the Borrower to the Lender.
The Borrower shall be deemed to have remade the foregoing representations and warranties each time it requests an Advance
hereunder, except that (c) shall be deemed to refer to the then most recent financial statements furnished to the Lender.
All sums outstanding under this Note shall be immediately due and payable without further action of any kind on the part
of the Lender, and the Lender shall have and may exercise any and all rights and remedies available at law or in equity, when the
Lender demands payment hereof. Such sums shall be deemed to have been so demanded, and shall be immediately and automatically due
and payable without any action of any kind on the part of the Lender, and the Lender shall have and may exercise any and all
rights and remedies available at law or in equity, if any bankruptcy, insolvency, reorganization, arrangement, readjustment,
liquidation, dissolution, or similar proceeding, domestic or foreign, is instituted by the Borrower (or is instituted against the
Borrower and remains undismissed for more than 60 days); or if the Borrower shall authorize such a proceeding; or if the Borrower
shall become insolvent, generally shall fail or be unable to pay its debts as they mature, shall admit in writing its inability to
pay its debts as they mature, shall make a general assignment for the benefit of its creditors, shall enter into any composition
or similar agreement, or shall suspend the transaction of all or a substantial portion of its usual business.
All notices, requests and demands hereunder shall be deemed to have been given or made when delivered by messenger or
express delivery service, or five (5) days after deposit in the U.S. mail, first class postage prepaid, addressed, in each case:
(A) if to the Lender to ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: Division Head, Mets I Division)
(B) if to the Borrower to its address set forth below,
or to such other address as may be hereafter designated in writing by the respective parties hereto.
THIS NOTE AND ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAW OF THE STATE OF ILLINOIS AND SHALL BE DEEMED TO HAVE BEEN EXECUTED AND DELIVERED IN ILLINOIS. Unless the
context requires otherwise, wherever used herein the singular shall include the plural and vice versa. This Note shall bind the
Borrower, its successors and assigns, and shall inure to the benefit of the Lender, its successors and assigns, except that the
Borrower may not transfer or assign any of its rights or interest hereunder without the prior written consent of the Lender. The
Borrower agrees to pay upon demand all expenses (including, without limitation, reasonable attorneys' fees, legal costs and
expenses, and time charges of attorneys who may be employees of the Lender, in each case whether in or out of court, in original
or appellate proceedings or in bankruptcy) incurred or paid by the Lender or any holder hereof in connection with the enforcement
or preservation of its rights hereunder or under any document or instrument executed in connection herewith. The Borrower
expressly and irrevocably waives presentment, protest, demand and notice of any kind in connection herewith.
BOTH PARTIES HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN
CONNECTION WITH THIS NOTE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH SHALL BE SUBJECT TO LITIGATION IN COURTS
HAVING SITUS WITHIN CHICAGO, ILLINOIS. BOTH PARTIES HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED IN CHICAGO, ILLINOIS, AND HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO
TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY THE LENDER IN ACCORDANCE WITH THIS PARAGRAPH, OR
TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NO PROVISION OF THIS NOTE OR ANY RELATED DOCUMENT OR INSTRUMENT SHALL BE CONSTRUED TO REQUIRE THE LENDER TO EXTEND ANY
CREDIT OR MAKE ANY LOAN TO THE BORROWER, OR TO REQUIRE THE BORROWER TO BORROW, WHETHER OR NOT ANY FEE IS PAYABLE BY THE BORROWER
IN CONNECTION HEREWITH. THE BORROWER CLEARLY UNDERSTANDS AND AGREES THAT THIS NOTE IS A DEMAND OBLIGATION PAYMENT OF WHICH IN
FULL (INCLUDING PRINCIPAL, INTEREST, AND ANY OTHER AMOUNTS) MAY BE DEMANDED BY THE LENDER AT ANY TIME IN ITS DISCRETION WITHOUT
PRIOR ORAL OR WRITTEN NOTICE OF ANY KIND, AND REGARDLESS OF WHETHER OR NOT AN ADVANCE HAS BEEN OUTSTANDING THROUGH OR BEYOND ITS
INTERIM MATURITY DATE.
This Note amends, restates, renews and replaces in its entirety the note dated June 30, 1998 in the amount of $25,000,000.00, and
any previously renewed note(s). All amounts outstanding under such previous note(s) shall be deemed automatically outstanding
hereunder.
CDW COMPUTER CENTERS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
