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EXHIBIT 10 (nn)
REVOLVING NOTE BETWEEN THE COMPANY
AND THE NORTHERN TRUST COMPANY
DATED JUNE 30, 1997
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$15,000,000.00 Chicago, Illinois
Note Date: June 30, 1997
LINE OF CREDIT DEMAND NOTE
(CORPORATION - FIXED AND FLOATING RATES)
(UNCOMMITTED)
ON DEMAND, for value received, COMPUTER DISCOUNT WAREHOUSE, 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 FIFTEEN MILLION and no/100ths UNITED STATES DOLLARS ($15,000,000.00).
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 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 50 South LaSalle Street, Chicago, Illinois 60675, 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, however, the
failure of the Lender to make any endorsement on any schedule shall not limit or
otherwise affect the right of the 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.
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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 50 South LaSalle Street, Chicago, Illinois
60675 (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 AGREES 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 CONSENTS AND SUBMITS 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.
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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.
COMPUTER DISCOUNT WAREHOUSE, INC.
By: /s/ Harry Harczak
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Name: Harry Harczak
Title: Chief Financial Officer
By: /s/ Michael P. Krasny
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Name: Michael P. Krasny
Title: Chairman and Chief Executive Officer
Address for notices:
CDW Computer Centers, Inc.
200 North Milwaukee Ave.
Vernon Hills, Illinois 60061
Attention: Mr. Harry Harczak
FORM 9640-B LARGE CORPORATE BORROWERS, UNCOMMITTED DEMAND LINE
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June 10, 1997
Mr. Harry Harczak
Chief Financial Officer
CDW COMPUTER CENTERS, INC.
1020 E. Lake Cook Road
Buffalo Grove, IL 60089
Dear Harry:
The interest rate that The Northern Trust Company will offer you on Advances
made under the Line of Credit Demand Note dated June 30, 1997 executed by CDW
Computer Centers, Inc. are Prime - 2.5% (with a floor of NY Federal funds +.
45%), NY Federal funds +. 45% or 30, 60, or 90 day LIBOR +. 45%.
YOU SHALL INCUR AND PAY A PREPAYMENT PENALTY FOR ANY LOSS, IF ANY, INCURRED BY
NORTHERN AS A RESULT OF THE PREPAYMENT OF ANY LIBOR ADVANCE, AND SUCH LOSS SHALL
BE CUSTOMARILY DETERMINED IN NORTHERN'S GOOD FAITH DISCRETION.
Please indicate your acceptance of the above by signing this letter and
returning it to my attention at Northern by June 30, 1997.
Best regards,
/s/ BRIAN D, BEITZ
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Brian D. Beitz
Vice President
Accepted and Agreed
CDW Computer Centers, Inc.
By: /s/ MICHAEL P. KRASNY
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Michael P. Krasny
Chairman and Chief Executive Officer
By: /s/ HARRY J. HARCZAK
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Harry J. Harczak
Chief Financial Officer
Date: 6-27-97
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CERTIFICATE
BORROWING RESOLUTION & INCUMBENCY
CORPORATION
The undersigned certifies that set forth below is a copy of a Resolution of the
Board of Directors of CDW Computer Centers, Inc., an Illinois corporation (the
"Corporation", or the "Borrower") which Resolution was properly adopted, has not
been modified or rescinded, and is still in effect:
Resolved that this Corporation borrow from The Northern Trust Company an amount
not to exceed Fifteen Million and no/100ths UNITED STATES DOLLARS
($15,000,000.00) at any one time outstanding pursuant to the terms of the Master
Note dated as of June 30, 1997 (the foregoing document(s), together with any
related documents, being collectively referred to as the "Loan
Document(s)")filed with this resolution, the form of which Loan Document(s) is
approved; that the any two of the "Named" officers be designated to execute and
deliver the Loan Documents with such changes as (s)he may approve as evidenced
by his (her) execution of the Loan Documents; that the Secretary or any
Assistant Secretary be and each hereby is, acting alone, authorized to, attest
the execution; that any two of the "Named" officers of this Corporation be
authorized to request borrowings under the Loan Documents, to execute and
deliver from time to time any notes and other documents and instruments in
connection therewith, whether or not specifically referenced in the Loan
Documents, and to take any actions deemed necessary or appropriate by such
officer to carry out the provisions of the Loan Documents and such notes and
other documents and instruments; and that any actions of the type set forth
above previously taken by any of the foregoing officers are hereby approved,
adopted and ratified.
The undersigned does hereby further certify that the persons named below have
been duly elected or appointed, have duly qualified as, and on this day are, the
"Named" officers of the Borrower, as indicated below, and that set forth
opposite the respective name of each is a sample of the signature of such
person:
NAME OFFICE SIGNATURE
Michael P. Krasny Chairman & CEO /s/ MICHAEL P. KRASNY
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Gregory Zeman President /s/ GREGORY ZEMAN
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Harry J. Harczak Chief Financial Officer /s/ HARRY J. HARCZAK
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Dated as of June 30,1997.
Signature /s/ MICHAEL P. KRASNY
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Name: Michael P. Krasny
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Title: Chairman, Chief Executive Officer, Secretary and Treasurer
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Name of Borrower: CDW Computer Centers, Inc.
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The undersigned (MAY NOT BE THE SAME PERSON WHO SIGNS ABOVE) hereby
certifies that the person who executed the foregoing portion of this Certificate
on behalf of the Borrower have been duly elected or appointed as Secretary of
the Borrower, and that set forth above is the signature of such person.
Signature /s/ HARRY J. HARCZAK
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Type Name: Harry J. Harczak
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Title: Chief Financial Officer
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Name of Borrower: CDW Computer Centers, Inc.
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CERTIFICATE
NO AMENDMENT TO ARTICLES AND BYLAWS
The undersigned does hereby certify that the Articles of Incorporation
and Bylaws of CDW COMPUTER CENTERS, INC. , an Illinois corporation, as
previously furnished to The Northern Trust Company under Certificate(s) dated
June 30, 1995 , have not been amended, modified or rescinded in any respect
since such date, and remain in full force and effect.
Date as of June 30, 1997.
Signature /s/ MICHAEL P. KRASNY
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Type Name Michael P. Krasny
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Title Chairman, Chief Executive Officer, Secretary and Treasurer
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Name of Borrower CDW Computer Centers, Inc.
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FORM 9718 (R 11/91)
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