Exhibit 10.2





Exhibit 10.2




EXECUTION COPY




AMENDMENT NUMBER TWO TO

CREDIT AGREEMENT




THIS AMENDMENT NUMBER TWO TO CREDIT AGREEMENT (this “Amendment”) is effective as of
August 12, 2010 (the “Second Amendment Effective Date”) by and among CALENCE, LLC, a Delaware
limited liability company (“Calence”), INSIGHT DIRECT USA, INC., an Illinois corporation
(“Insight Direct”), INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (“Insight
Public”, and collectively with Calence and Insight Direct, the “Resellers” and each, a
“Reseller”), and certain of the Lenders party to the Credit Agreement described below. 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 Resellers, the Lenders, and the Agents are parties to that certain Credit
Agreement, dated as of September 17, 2008 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”);



WHEREAS, the Resellers and the Required Lenders desire to increase the amount of the Aggregate
Floorplan Loan Facility Limit; and



WHEREAS, the Resellers and the Required Lenders have agreed to 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 condition precedent set forth in
Section 3 below, the Resellers and the Required Lenders party hereto hereby agree:




a. upon the Effective Date, to replace Exhibit A of the Credit Agreement with
the attached Exhibit A.




b. that the following definitions shall be added to Exhibit B of the Credit
Agreement in proper alphabetical order:




Code – means the U.S. Internal Revenue Code of 1986, as amended.




Second Amendment – means that certain Amendment Number Two to
Credit Agreement, dated as of August 12, 2010, by and among the Resellers and the
Lenders party thereto.




Second Amendment Effective Date – has the meaning specified
therefor in the Second Amendment.


 


 









 






c. that the following definitions listed on Exhibit B of the Credit Agreement
shall be deleted in their entirety and in their place shall have been substituted
the following:




1. Aggregate Floorplan Loan Facility Limit – means One Hundred
Fifty Million Dollars ($150,000,000), as may be reduced pursuant to terms of
Section 3.2.2 of this Agreement.




2. Commitment – means, with respect to each Lender, the commitment
of such Lender to make Floorplan Loans and to acquire participations in Interim
Floorplan Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Floorplan Loan Facility exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 3.2, and
(b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 14.4. The initial amount of each Lender’s
Commitment is set forth on Exhibit A, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Commitment, as applicable. The
aggregate amount of the Commitments on the Second Amendment Effective Date is
$150,000,000.




d. that the definition of “Excluded Taxes” contained in Exhibit B of the
Credit Agreement shall be amended to (i) delete therefrom the phrase “, or (c)” and
substitute therefor the following phrase: “, (c) any tax that is attributable to
such Lender’s failure or inability to take any action (including entering into an
agreement with the IRS), comply with any information gathering or reporting
requirements, or to provide a Reseller (with a copy to the Administrative Agents)
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 (d)”, and (ii)
delete therefrom the phrase “clause (c) above” and substitute therefor the
following phrase “clause (d) above”.




e. that the provisions of Section 3.1.1 of the Credit Agreement shall be
amended by deleting the reference to “(as provided on Exhibit A hereto)”
contained therein.




f. that the provisions of Section 3.3 of the Credit Agreement shall be deleted
in their entirety and in their place shall have been substituted the following:




“3.3 Commitment Block. Notwithstanding anything contained herein to the contrary,
for all purposes of this Agreement, (i) on and after August 12, 2010, that
portion, if any, of the Commitment of CPC in excess of $40,000,000 (the
“Unavailable CPC Commitment”) shall no longer be effective and shall not be
taken into account in determining CPC’s Pro-Rata Share hereunder, (ii) the Aggregate
Floorplan Loan Facility Limit shall be reduced to the extent of the Unavailable CPC
Commitment as applicable at any time, and (iii) CPC may at any time assign to an
Eligible Assignee all or any portion of the Unavailable CPC Commitment in accordance
with Section 14.4 hereunder, with the exception of Section 14.4.1.3 which shall not
apply with respect to assignments made pursuant to this Section 3.3, whereupon such
portion shall become effective as the Commitment of such Eligible Assignee and, to
the extent of such Eligible Assignee’s Commitment, the Unavailable CPC Commitment
shall be reduced and the Aggregate Floorplan Loan Facility Amount shall be
restored.”


 


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g. that the provisions of Section 4.5.5 of the Credit Agreement are hereby
amended by inserting the following sentence immediately following the final sentence
of such Section 4.5.5: “Each Lender shall promptly provide, upon reasonable
request from any Reseller or either Administrative Agent, any information that any
Reseller or either
Administrative Agent needs in order for any Reseller or either 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.”.



2. Amendment to JPMorgan Intercreditor Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 below, the Collateral Agent is hereby directed
and authorized to immediately enter into, on behalf of itself and the Holders of Secured
Obligations, an amendment to the JPMorgan Intercreditor Agreement in the form of Exhibit B
hereto.



3. Condition of Effectiveness. This Amendment shall be deemed to have become
effective as of the Second Amendment Effective Date, but such effectiveness shall be subject to the
conditions precedent that the Administrative Agents shall have received executed counterparts of
this Amendment duly executed and delivered by each Reseller and the Required Lenders.



4. Representation and Warranties. Each Reseller hereby represents and warrants that
(i) after giving effect to this Amendment, all of the representations and warranties of such
Reseller 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 (ii) after giving effect to this
Amendment, no Default has occurred or is continuing.




5. Effect on the Credit Agreement.



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 modified hereby.



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



7. 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.



8. 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 or other electronic image scan
transmission 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.



	 	 	 	 	 
	 	CALENCE, LLC, as a Reseller
 	 
	 	By:  	Insight Enterprises, Inc., its Manager
 	 
	 	 	 	 	 
	 	By:  	                                                  /s/ Helen Johnson
 	 
	 	 	Name:  	Helen Johnson 	 
	 	 	Title:  	Treasurer 	 



	 	 	 	 	 
	 	INSIGHT DIRECT USA, INC., as a Reseller

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



	 	 	 	 	 
	 	INSIGHT PUBLIC SECTOR, INC., as a Reseller

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



 


 









 





	 	 	 	 	 
	 	CASTLE PINES CAPITAL LLC,

as a Lender

 	 
	 	By:  	/s/ John Schmidt
 	 
	 	 	Name:  	John Schmidt 	 
	 	 	Title:  	Managing Partner 	 



 


 









 





	 	 	 	 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC,

as a Lender

 	 
	 	By:  	/s/ John Hanley
 	 
	 	 	Name:  	John Hanley 	 
	 	 	Title:  	EVP 	 



 


 









 





	 	 	 	 	 
	 	DE LAGE LANDEN FINANCIAL SERVICES, INC.,
 as a
Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


 









 





	 	 	 	 	 
	 	IBM CREDIT LLC, as a Lender

 	 
	 	By:  	/s/ Steven A. Flanagan
 	 
	 	 	Name:  	Steven A. Flanagan 	 
	 	 	Title:  	Global Credit Officer 	 



 


 









 





	 	 	 	 	 
	 	COMPASS BANK, as a Lender

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



 


 









 





	 	 	 	 	 
	 	MUTUAL OF OMAHA BANK, as a Lender

 	 
	 	By:  	/s/ Clint Arrowsmith
 	 
	 	 	Name:  	Clint Arrowsmith 	 
	 	 	Title:  	Senior Commercial Banker 	 



 


 









 





	 	 	 	 	 
	 	BANK OF ARIZONA, as a Lender

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



 


 









 







EXECUTION COPY




EXHIBIT A




LENDERS’ FACILITIES AND PRO-RATA SHARES




	 	 	 	 	 	 	 	 	 
	 	 	FLOORPLAN LOAN	 	 	PRO-RATA	 
	LENDER	 	FACILITY	 	 	SHARES	 
	CPC
	 	$	75,000,000 	**	 	 	50	%**
	De Lage Landen Financial Services, Inc.
	 	$	25,000,000	 	 	 	16.667	%
	IBM Credit LLC
	 	$	25,000,000	 	 	 	16.667	%
	Compass Bank
	 	$	10,000,000	 	 	 	6.667	%
	Mutual of Omaha Bank
	 	$	10,000,000	 	 	 	6.667	%
	Bank of Arizona
	 	$	5,000,000	 	 	 	3.333	%
	Aggregates
	 	$	150,000,000	 	 	 	100	%








	 	 	 
	**	 	Subject to Section 3.3 of this Agreement.





 


 









 







EXECUTION COPY




EXHIBIT B




JPMorgan Intercreditor Agreement Amendment



 


 









 







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]



 


 









 





EXECUTION COPY




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: