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EXHIBIT 10 (rr)
REVOLVING NOTE BETWEEN THE COMPANY
AND THE NORTHERN TRUST COMPANY
DATED JUNE 30, 1998
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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has not been modified or rescinded, and is still in effect: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 Twenty-Five Million and no/100ths UNITED STATES DOLLARS
($25,000,000.00 ) at any one time outstanding pursuant to the terms of the
Master Note dated as of June 30, 1998 (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 _____________________
Gregory Zeman President _____________________
Harry J. Harczak Chief Financial Officer _____________________
Dated as of June 30, 1998.
Signature _______________________________
Name: Michael P. Krasny
Title: Chairman, Chief Executive Officer, Secretary and Treasurer
Name of Borrower: CDW Computer Centers, Inc.
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 has been duly elected or appointed as Secretary of the
Borrower, and that set forth above is the signature of such person.
Signature _______________________________
Type Name: Harry J. Harczak
Title: Chief Financial Officer
Name of Borrower: CDW Computer Centers, Inc.
$25,000,000.00 Chicago, Illinois
Note Date: June 30, 1998
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 TWENTY-FIVE
MILLION AND NO/100ths UNITED STATES DOLLARS ($25,000,000.00).
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 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.
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 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.
CDW COMPUTER CENTERS, INC.
By: ______________________________________________________
Name: Harry J. Harczak
Title: Chief Financial Officer
By: _____________________________________________________
Name: Michael P. Krasny
Title: Chairman and Chief Executive Officer
Address for notices:
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
Attention: Mr. Harry Harczak, CFO
FORM 9640-B LARGE CORPORATE BORROWERS, UNCOMMITTED DEMAND LINE
CLOSING LIST AND MEMORANDUM
CDW COMPUTER CENTERS, INC
an Illinois corporation
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
(the "Borrower")
THE NORTHERN TRUST COMPANY
50 South LaSalle Street
Chicago, Illinois 60675
(the "Lender")
LINE OF CREDIT
$25,000,000.00
Banker: Brian D. Beitz
(312) 444-3987
Attorney: John A. Kelley
(312) 444-7175
Description of Transaction:
The Lender will increase to $25,000,000 its existing line of credit to the
Borrower. [The foregoing description is solely for the convenience of the
parties and does not constitute a commitment on the part of the Lender.]
DOCUMENTATION REQUIRED
Rec'd - Rec'd -
Item Copies Loan Loan
Number Required Officer Operating Title of Document
1. The ____ ____ Line of Credit Demand Note
Original
2. 2 ____ ____ Certificate - Borrowing Resolution
and Incumbency
3. 2 ____ ____ Certificate - No Amendment to Articles
and Bylaws
4. 2 ____ ____ Side Letter on Interest Rates
June 30, 1998
CDW Computer Centers, Inc.
200 Milwaukee Avenue
Vernon Hills, Illinois 60061
Attn: Mr. Harry Harczak, Chief Financial Officer
Re: $25,000,000 Line of Credit Demand Note dated as of June 30, 1998 (the
"Note") issued by CDW Computer Centers, Inc. ("you" or the "Company") in favor
of The Northern Trust Company ("us" or the "Bank")
Dear Harry,
As you know, the Note provides for loans at interest rates as agreed to
from time to time between you and the Bank. You have asked for information as to
the rates we intend to quote. Currently, if a request for a loan came in from
you we would expect to quote a rate calculated based on 30, 60 or 90 day LIBOR
plus 0.45%, NY Fed Funds plus 0.45%, or Prime minus 2.5% (but not less than NY
Fed Funds plus 0.45%), as appropriate for the amount and term of the advance.
The Note is, of course, part of an uncommitted credit facility and we are
not obligated to make loans or to quote any particular rate. The Note gives us
and you the flexibility to apply such interest rates as we may mutually agree,
without locking either party in to the LIBOR or Fed Funds formulas or any
predetermined spread.
I hope this information is helpful to you. Please contact me if you have
any further questions or comments.
Best regards,
Brian D. Beitz
Vice President