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
