Exhibit 10.3





Exhibit 10.3




EXECUTION COPY




AMENDMENT NO. 3 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is being executed and delivered as of August 12, 2010 by and among Insight
Enterprises, Inc., a Delaware corporation (the “Company”), Insight Direct (UK) Ltd., a
company organized under the laws of England (the “UK Borrower”), Insight Enterprises B.V.,
a besloten vennootschap met beperkte aansprakelijkheid, incorporated under the laws of The
Netherlands (the “Dutch Borrower” and, collectively with the Company and the UK Borrower,
the “Borrowers”), JPMorgan Chase Bank, National Association, as administrative agent (in
such capacity, the “Administrative Agent”) under the Credit Agreement described below, and
certain of the lenders party to the Credit Agreement. All capitalized terms used herein without
definition shall have the same meanings as set forth in the Credit Agreement.



W I T N E S S E T H:




WHEREAS, the Borrowers, the Lenders, J.P. Morgan Europe Limited, as European Agent, and the
Administrative Agent are party to that certain Second Amended and Restated Credit Agreement, dated
as of April 1, 2008 (as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”);



WHEREAS, the Company has requested the Lenders and the Administrative Agent to amend the
Credit Agreement in certain respects; and



WHEREAS, the Required Lenders and the Administrative Agent have agreed to so amend the Credit
Agreement on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated
herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, such parties hereby agree as follows:



1. Amendments. Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement is hereby amended as follows:



(a) The definition of “Change in Law” set forth in Section 1.01 of the Credit
Agreement is hereby amended to insert the following sentence immediately following the period at
the end of such definition: “A Change in Law shall not include the application or effect of any
regulations promulgated and any interpretation or other guidance issued in connection with Sections
1471 or 1472 of the Code.”.



(b) The definition of “Excluded Taxes” set forth in Section 1.01 of the Credit
Agreement is hereby amended to (i) delete therefrom the phrase “, or (e)” and substitute therefor
the following phrase: “, (e) any tax that is attributable to such Lender’s failure or inability to
take any action (including entering into an agreement with the Internal Revenue Service), comply
with any information gathering or reporting requirements, or to provide the Company (with a copy to
the Administrative Agent) with appropriate certification, in each case, if such compliance or
certification is required to obtain exemption from any United States federal withholding taxes
under Sections 1471 or 1472 of the Code and any regulations promulgated
thereunder and any interpretation or other guidance issued in connection therewith, or (f)”,
(ii) delete therefrom the phrase “clause (c) or (d) above” and substitute therefor
the following phrase “clause (c), (d) or (e) above” and (iii) delete
therefrom the phrase “clauses (a) to (e) above” and substitute therefor the
following phrase: “clauses (a) to (f) above”.


 


 









 





(c) Section 2.17(e) of the Credit Agreement is hereby amended by inserting the
following sentence immediately following the final sentence of such Section 2.17(e): “Each
Lender shall promptly provide, upon reasonable request from the Company or the Administrative
Agent, any additional information that the Company or the Administrative Agent needs in order for
the Company or the Administrative Agent to determine the amount of any applicable withholding
taxes, including information relating to compliance with Sections 1471 or 1472 of the Code and any
regulations promulgated thereunder and any interpretation or other guidance issued in connection
therewith.”.



(d) Section 6.01(s) of the Credit Agreement is hereby amended to delete therefrom the
figure “$100,000,000” and to substitute therefor the following figure: “$150,000,000”.



(e) Section 6.02(n) of the Credit Agreement is hereby amended to delete therefrom the
figure “$100,000,000” and to substitute therefor the following figure: “$150,000,000”.



2. Amendment to Floorplan Intercreditor Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 below, the Administrative Agent is hereby
directed and authorized to immediately enter into, on behalf of itself and the Holders of Secured
Obligations, an amendment to the Floorplan Intercreditor Agreement in the form of Exhibit A
hereto (the “Floorplan Intercreditor Agreement Amendment”).



3. Condition of Effectiveness. This Amendment shall be deemed to have become
effective as of the date hereof, but such effectiveness shall be subject to the condition precedent
that the Administrative Agent shall have received:




(a) executed counterparts of this Amendment duly executed and delivered by each
Borrower, the Administrative Agent and the Required Lenders; and




(b) for the ratable account of each Lender that executes and delivers its signature
page hereto in the manner required by the Administrative Agent by 5:00 p.m. (New York time)
on August 11, 2010, an amendment fee equal to 0.10% of the sum of such Lender’s US Tranche
Revolving Commitment and European Tranche Commitment as of the date hereof.



4. Representation and Warranties. Each Borrower hereby represents and warrants that
(i) this Amendment and the Credit Agreement as amended hereby constitute its legal, valid and
binding obligation and are enforceable against it in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law; (ii) all of the representations
and warranties of such Borrower set forth in the Credit Agreement are true and correct in all
material respects on and as of the date hereof (except to the extent such representations or
warranties specifically relate to any earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such earlier date) and
(iii) no Default has occurred and is continuing on and as of the date hereof.


 


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5. Effect on the Credit Agreement.



(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in
the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import
shall mean and be a reference to the Credit Agreement, as amended and modified hereby.



(b) Except as expressly set forth herein, (i) the execution, delivery and effectiveness of
this Amendment shall neither operate as a waiver of any rights, power or remedy of the Agents or
the Lenders under the Credit Agreement or any other documents executed in connection with the
Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement nor any other
document executed in connection therewith and (ii) the Credit Agreement shall remain in full force
and effect in accordance with its original terms.



6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.



7. Costs and Expenses. The Company agrees to pay all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with the preparation,
negotiation and execution of this Amendment and the Floorplan Intercreditor Agreement Amendment.



8. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.



9. Counterparts. This Amendment may be executed by one or more of the parties on any
number of separate counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A facsimile copy of any signature hereto shall have the
same effect as the original thereof.



[Signature Pages Follow]



 


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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



	 	 	 	 	 
	 	INSIGHT ENTERPRISES, INC.,

as the Company

 	 
	 	By:  	/s/ Helen Johnson
 	 
	 	 	Name:  	Helen Johnson 	 
	 	 	Title:  	Treasurer 	 



	 	 	 	 	 
	 	INSIGHT DIRECT (UK), LTD.,

as the UK Borrower

 	 
	 	By:  	/s/ Stuart Fenton
 	 
	 	 	Name:  	Stuart Fenton 	 
	 	 	Title:  	President 	 



	 	 	 	 	 
	 	INSIGHT ENTERPRISES B.V.,

as the Dutch Borrower

 	 
	 	By:  	/s/ Stuart Fenton
 	 
	 	 	Name:  	Stuart Fenton 	 
	 	 	Title:  	President 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

individually as a Lender and as Administrative Agent

 	 
	 	By:  	/s/ Anna C. Araya
 	 
	 	 	Name:  	Anna C. Araya 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	J.P. MORGAN EUROPE LIMITED, as a Lender

 	 
	 	By:  	/s/ Alastair Stevenson
 	 
	 	 	Name:  	Alastair Stevenson 	 
	 	 	Title:  	Managing Director 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as a Lender
 	 
	 
	 
	 	By:  	/s/ Ivan Ferraz
 	 
	 	 	Name:  	Ivan Ferraz 	 
	 	 	Title:  	Vice President 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as a Lender

 	 
	 	By:  	/s/ Jeffrey Mills
 	 
	 	 	Name:  	Jeffrey Mills 	 
	 	 	Title:  	Assistant Vice President 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ Fatima Arshad
 	 
	 	 	Name:  	Fatima Arshad 	 
	 	 	Title:  	Vice President 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION, 
as a Lender
 	 
	 
	 
	 	By:  	/s/ Kathryn E. Benjamin
 	 
	 	 	Name:  	Kathryn E. Benjamin 	 
	 	 	Title:  	Assistant Vice President 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	BANK OF ARIZONA, N.A.

as a Lender

 	 
	 	By:  	/s/ Kevin R. Gillette
 	 
	 	 	Name:  	Kevin R. Gillette 	 
	 	 	Title:  	Senior Vice President 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 
as a Lender
 	 
	 
	 
	 	By:  	/s/ D. Barnell
 	 
	 	 	Name:  	D. Barnell 	 
	 	 	Title:  	Authorized Signatory 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	COMPASS BANK, as a Lender

 	 
	 	By:  	/s/ Nancy Zezza
 	 
	 	 	Name:  	Nancy Zezza 	 
	 	 	Title:  	SVP 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY,

as a Lender

 	 
	 	By:  	/s/ John Lascody
 	 
	 	 	Name:  	John Lascody 	 
	 	 	Title:  	Second Vice President 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Robin C. Bunch
 	 
	 	 	Name:  	Robin C. Bunch 	 
	 	 	Title:  	Credit Officer 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





	 	 	 	 	 
	 	BANK OF THE WEST, as a Lender

 	 
	 	By:  	/s/ Todd C. Abboud
 	 
	 	 	Name:  	Todd C. Abboud 	 
	 	 	Title:  	Senior Vice President 	 



Signature Page to

Amendment No. 3 to Second Amended and Restated Credit Agreement




 


 









 





EXECUTION COPY




Exhibit A




Amendment to Floorplan Intercreditor Agreement




See attached.



 


 









 







AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT




This Amendment No. 1 to Intercreditor Agreement (this “Amendment”) is made as of
August 12, 2010, by and between JPMorgan Chase Bank, National Association, as Bank Agent (in such
capacity, the “Bank Agent”), and Wells Fargo Capital Finance, LLC (formerly known as Wells
Fargo Foothill, LLC,) as Floorplan Collateral Agent (in such capacity, the “Floorplan
Collateral Agent”). Capitalized terms used herein but not otherwise defined herein shall have
the meanings assigned to such terms in the Intercreditor Agreement (defined below).



RECITALS




A. The Bank Agent and the Floorplan Collateral Agent are parties to that certain Intercreditor
Agreement, dated as of September 17, 2008 (as amended, restated, supplemented or otherwise modified
from time to time, the “Intercreditor Agreement”), between the Bank Agent and the Floorplan
Collateral Agent and acknowledged by Insight Enterprises, Inc.



B. Pursuant to Section 8.3 of the Intercreditor Agreement, an amendment to the Intercreditor
Agreement requires an agreement in writing by the Bank Agent and the Floorplan Collateral Agent.



AGREEMENT




In consideration of the mutual promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:



1. Amendment. Subject to satisfaction of the condition precedent set forth in
Section 2 below, Section 5.3(c) of the Intercreditor Agreement is hereby amended
to: (a) delete therefrom the figure “$100,000,000” and to substitute therefor the following figure:
“$150,000,000”; and (b) delete therefrom the reference to “Section 5.3(b)” and to substitute
therefor the following: “Section 5.3(c)”..



2. Condition Precedent. This Amendment is subject to and shall become effective as of
the date when counterparts hereof are executed by each of the parties hereto.



3. No Amendment. Except to the extent specifically amended or modified hereby, the
provisions of the Intercreditor Agreement shall not be amended, modified, impaired or otherwise
affected hereby, and the Intercreditor Agreement is hereby ratified and confirmed in all respects
and shall remain in full force and effect, as amended hereby. Each reference in any Bank Loan
Document or Floorplan Loan Document to the Intercreditor Agreement shall (unless otherwise
specifically provided) mean the Intercreditor Agreement, as amended by this Amendment.



4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.


 


 









 





5. Counterparts. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original and all of which together will constitute one and the same
document.



6. Severability. If any provision of this Amendment shall be deemed to be invalid,
void or illegal, such provision shall be construed and amended in a manner which would permit its
enforcement, but in no event shall such provision affect, impair or invalidate any other provision
hereof.



[Signature Pages Follow]



 


 









 





IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Intercreditor
Agreement to be executed as of the date first written above.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
 as
Bank Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


 









 





	 	 	 	 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC 
(formerly known
as WELLS FARGO FOOTHILL, LLC),
 as Floorplan
Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: