On December 17, 2025 (the ?Effective Date?), CDW LLC, an Illinois limited liability company (?CDW?), entered into a new five-year $2,884.5 million senior unsecured credit facility (the ?Senior Credit Facility?), consisting of (a) a term loan facility in the amount of $634.5 million, fully funded on the Effective Date, and (b) a revolving loan facility in the amount of $2,250.0 million, with a letter of credit subfacility of $175,000,000 and a swingline subfacility of $100,000,000 thereunder. The terms of the Senior Credit Facility are set forth in the Credit Agreement, dated as of December 17, 2025, by and among CDW, CDW Finance Holdings Limited, a private limited company incorporated under the laws of England and Wales with company number 05872067 (the ?UK Borrower?), the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Commercial Distribution Finance, LLC (?Wells Fargo CDF?), as floorplan funding agent, and the joint lead arrangers, joint bookrunners, co-syndication agents, and co-documentation agents party thereto (the ?New Loan Agreement?). The New Loan Agreement (a) consolidates, refinances, and replaces CDW?s (i) existing senior unsecured term loan agreement, dated as of December 1, 2021, by and among CDW, the guarantors from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as amended, restated, amended and restated, modified, or supplemented from time to time, the ?Prior Term Loan Agreement?) and (ii) existing senior unsecured revolving credit agreement, dated as of December 1, 2021, by and among CDW, the UK Borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo CDF, as funding agent (as amended, restated, amended and restated, modified, or supplemented from time to time the ?Prior Revolving Loan Agreement?
and together with the Prior Term Loan Agreement, the ?Prior Loan Agreements?) and (b) makes other market updates and changes. The proceeds of the Senior Credit Facility are to be used for working capital and other general corporate purposes of CDW Corporation (the ?Company?), CDW, and their subsidiaries, including, without limitation, refinancing of indebtedness under the Prior Loan Agreements and the payment of fees and expenses incurred in connection therewith. The New Loan Agreement provides for a revolving loan facility available to CDW and the UK Borrower in U.S. Dollars, Euros, Sterling, and Canadian Dollars.
Borrowings (as defined in the New Loan Agreement) by the UK Borrower are subject to a sublimit of $350.0 million, which amount may be increased by up to $100.0 million in connection with the incurrence of incremental commitments (as defined in the New Loan Agreement). The New Loan Agreement (and commitments thereunder) terminates on the fifth anniversary of the Effective Date; provided, the revolving loan facility shall be subject to up to two 1-year extensions in accordance with customary terms and conditions provided in the New Loan Agreement. The term loan facility requires no scheduled principal payments or amortization, other than payment in full at maturity.
Borrowings under the Senior Credit Facility bear interest, at CDW?s option, (a) in the case of borrowings denominated in U.S. Dollars, at a rate per annum equal to either (i) an alternate base rate plus an initial margin of 0.125% or (ii) a SOFR-based rate (with a ?SOFR floor? of 0.00%) plus an initial margin of 1.125% and (b) in the case of borrowings denominated in Euro, Sterling, or Canadian Dollars, the Senior Credit Facility provides for term or daily simple benchmark rates (including EURIBOR, SONIA, and Term CORRA, as applicable) plus an applicable margin (and solely with respect to Canadian Dollar Borrowings in Term CORRA, an additional credit spread adjustment of 0.29547% for a one-month interest period or 0.32138% for a three-month interest period). The applicable margin for Borrowings and the accrued commitment fee from undrawn amounts under the revolving facility are each determined by reference to CDW?s senior unsecured credit ratings which, as of the Effective Date, range from 0.00% to 0.75% for alternate base rate Borrowings, 1.00% to 1.75% for term or daily simple benchmark rate Borrowings, and 0.125% to 0.25% for commitment fees.
Letters of credit and floorplan usage bear customary fees as set forth in the New Loan Agreement. The New Loan Agreement contains a maximum leverage ratio covenant set at 4.00:1.00; provided that to the extent that CDW has maintained a total net leverage less than or equal to 4.00:1.00 for two consecutive quarters prior to a qualified acquisition (as defined in the New Loan Agreement), following the consummation of such a qualified acquisition, CDW may elect to increase the total net leverage ratio to 4.50:1:00 for the next 4 consecutive fiscal quarters (including the quarter in which such qualified acquisition was consummated).


















