exv10w2



 



EXHIBIT 10.2  


EXECUTION COPY  


AMENDMENT NO. 1

TO

RECEIVABLES PURCHASE AGREEMENT



          THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT dated as of
September 3, 2003 (this “Amendment”) is entered into among INSIGHT RECEIVABLES,
LLC (the “Seller”), INSIGHT ENTERPRISES, INC. (the “Servicer”), BANK ONE, NA
(MAIN OFFICE CHICAGO), as a Financial Institution and as Agent (in its capacity
as Agent, the “Agent”), and JUPITER SECURITIZATION CORPORATION (“Jupiter”).
Capitalized terms used herein but not defined herein shall have the meanings
provided in the Receivables Purchase Agreement defined below.



W I T N E S S E T H



          WHEREAS, the parties hereto are parties to that certain Receivables
Purchase Agreement dated as of December 31, 2002 (as amended, restated,
supplemented or otherwise modified from time to time, the “Receivables Purchase
Agreement”);



          WHEREAS, the parties hereto have agreed to amend the Receivables Purchase
Agreement on the terms and conditions hereafter set forth;



          NOW, THEREFORE, in consideration of the premises set forth above, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



          SECTION 1. Amendment. Subject to the fulfillment of the conditions
precedent set forth in Section 2 below, the Receivables Purchase Agreement
hereby is amended as follows:



          1.1 Section 7.1(j) of the Receivables Purchase Agreement is hereby amended
and restated as follows:




		
	 	     “Collections. Such Seller Party will cause (1) all proceeds
from all Lock-Boxes (other than collections with respect to
Excluded Receivables, which such Seller Party will cause to be
directly deposited into a separate account of Insight Direct
identified by Insight Direct) to be directly deposited by a
Collection Bank into a Collection Account and (2) each Lock-Box and
Collection Account to be subject at all times to a Collection
Account Agreement that is in full force and effect. In the event
any payments relating to Receivables are remitted directly to
Seller or any Affiliate of Seller, Seller will remit (or will cause
all such payments to be remitted) directly to a Collection Bank and
deposited into a Collection Account within two (2) Business Days
following receipt thereof, and, at all times prior to such
remittance, Seller will itself hold or, if applicable, will cause
such payments to be held in trust for the exclusive benefit of the
Agent and the Purchasers. Seller will maintain exclusive
ownership, dominion and control (subject to the terms of this
Agreement) of each Lock-Box and Collection Account and shall not
grant the right to take dominion and control of any Lock-



 






 







		
	 	Box or Collection Account at a future time or upon the occurrence
of a future event to any Person, except to the Agent as
contemplated by this Agreement.”



          1.2 The third sentence of Section 8.2(b) of the Receivables Purchase
Agreement is hereby amended and restated as follows:




		
	 	     “In the case of any remittances received in any Lock-Box or
Collection Account that shall have been identified, to the
satisfaction of the Servicer, to not constitute Collections or
other proceeds of the Receivables or the Related Security, the
Servicer shall promptly remit such items to the Person identified
to it as being the owner of such remittances, and in the case of
Excluded Receivables, to a collection account of Insight Direct
identified by Insight Direct.”



          1.3 Section 9.1(o) of the Receivables Purchase Agreement is amended and
restated as follows:




		
	 	     “(o) The Seller shall fail to deliver to the Agent by November
1, 2003, an amendment to the Intercreditor Agreement in form and
substance reasonably acceptable to the Agent, duly executed by each
of Bank One, in its capacity as “Administrative Agent” under the
Credit Agreement, the Agent, IBM Credit Corporation, Hewlett
Packard Company, Compaq Computer Corporation and Textron Financial
Corporation.”



          1.4 Section 14.5(a) of the Receivables Purchase Agreement is amended to
insert the following sentence at the end thereof:




		
	 	     Anything herein to the contrary notwithstanding, each Seller Party,
each Purchaser, the Agent, each Indemnified Party and any successor
or assign of any of the foregoing (and each employee,
representative or other agent of any of the foregoing) may disclose
to any and all Persons, without limitation of any kind, the “tax
treatment” and “tax structure” (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions
contemplated herein and all materials of any kind (including
opinions or other tax analyses) that are or have been provided to
any of the foregoing relating to such tax treatment or tax
structure, and it is hereby confirmed that each of the foregoing
have been so authorized since the commencement of discussions
regarding the transactions.



          1.5 The definition of “Fiscal Month” set forth in Exhibit I to the
Receivables Purchase Agreement is amended and restated as follows:




		
	 	     “Fiscal Month” means each calendar month.



          1.6 The definition of “Fiscal Quarter” set forth in Exhibit I to the
Receivables Purchase Agreement is amended and restated as follows:




		
	 	     “Fiscal Quarter” means each calendar quarter.



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          1.7 The definition of “Fiscal Year” set forth in Exhibit I to the
Receivables Purchase Agreement is amended and restated as follows:




		
	 	     “Fiscal Year” means each calendar year.



          1.8 The definition of “Originator” set forth in Exhibit I to the
Receivables Purchase Agreement is amended and restated as follows:




		
	 	     “Originator” means each of Insight Direct USA, Inc., an
Illinois corporation, and Insight Public Sector, Inc., an Illinois
corporation, or any other Subsidiary or Affiliate of Insight
approved in writing by the Agent from time to time.



          1.9 The definition of “Performance Undertaking” set forth in Exhibit I to
the Receivables Purchase Agreement is amended and restated as follows:




		
	 	     “Performance Undertaking” means that certain Amended and
Restated Performance Undertaking dated as of September 3, 2003 by
Insight in favor of the Agent for the benefit of the Purchasers, as
amended, restated, supplemented or otherwise modified from time to
time.



          1.10 The definition of “Receivable” set forth in Exhibit I to the
Receivables Purchase Agreement is hereby amended and restated as follows:




		
	 	     “Receivable” means all indebtedness and other obligations
(other than indebtedness or obligations constituting Excluded
Receivables) owed to Seller or any Originator (at the time it
arises, and before giving effect to any transfer or conveyance
under the Receivables Sale Agreement or hereunder) or in which
Seller or such Originator has a security interest or other
interest, including, without limitation, any indebtedness,
obligation or interest constituting an account, chattel paper,
instrument or general intangible, arising in connection with the
sale of goods or the rendering of services by the applicable
Originator, and further includes, without limitation, the
obligation to pay any Finance Charges with respect thereto.
Indebtedness and other rights and obligations arising from any one
transaction, including, without limitation, indebtedness and other
rights and obligations represented by an individual invoice, shall
constitute a Receivable separate from a Receivable consisting of
the indebtedness and other rights and obligations arising from any
other transaction; provided, that any indebtedness, rights or
obligations referred to in the immediately preceding sentence shall
be a Receivable regardless of whether the account debtor or Seller
treats such indebtedness, rights or obligations as a separate
payment obligation.



          1.11 The definition of “Receivables Sale Agreement” set forth in Exhibit I
to the Receivables Purchase Agreement is amended and restated as follows:




		
	 	     “Receivables Sale Agreement” means that certain Amended and
Restated Receivables Sale Agreement dated as of September 3, 2003,
among Insight Direct



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	 	USA, Inc., Insight Public Sector, Inc. and Seller, as the same
may be amended , restated or otherwise modified from time to time.



          1.12 The following new definition of “Excluded Receivables” is hereby
added to Exhibit I in the appropriate alphabetical location:




		
	 	     “Excluded Receivables” means any indebtedness or obligations
owed to the Insight Global Finance division of Insight Direct USA,
Inc. (formerly Insight Global Finance, Inc., an Arizona
corporation), whether constituting an account, chattel paper,
instrument or general intangible, arising in connection with the
sale of goods and the rendering of services thereby.



          1.13 Exhibit IV to the Receivables Purchase Agreement is deleted in its
entirety and replaced by the “Exhibit IV” attached hereto as Annex A.



          1.14 Exhibit VIII to the Receivables Purchase Agreement is deleted in its
entirety and replaced by the “Exhibit VIII” attached hereto as Annex B.



          SECTION 2. Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of the conditions precedent that (i) the Agent
shall have received counterparts of this Amendment, executed by each of the
parties hereto and (ii) all conditions precedent to the effectiveness of the
Amended and Restated Receivables Sale Agreement, dated as of the date hereof,
among Insight Public Sector, Inc., Insight Direct USA, Inc. and the Seller,
shall have been satisfied and/or waived.



          SECTION 3. Representations and Warranties. Each of the Seller and the
Servicer hereby represents and warrants that (i) this Amendment constitutes its
legal, valid and binding obligation, enforceable against such party in
accordance with its terms, (ii) before and after giving effect to this
Amendment, the representations and warranties of each such party, respectively,
set forth in Article 5 of the Receivables Purchase Agreement are true and
correct in all material respects with the same effect as if made on the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date. The Seller further represents and warrants that
before and after giving effect to this Amendment, no event has occurred and is
continuing that constitutes an Amortization Event or a Potential Amortization
Event.



          SECTION 4. Reference to and Effect on the Receivables Purchase Agreement.



          4.1 Upon the effectiveness of this Amendment, (i) each reference in the
Receivables Purchase Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the
Receivables Purchase Agreement, as amended hereby, and (ii) each reference to
the Receivables Purchase Agreement in any other Transaction Document or any
other document, instrument or agreement executed and/or delivered in connection
therewith, shall mean and be a reference to the Receivables Purchase Agreement
as amended hereby.



          4.2 Except as specifically amended above, the terms and conditions of the
Receivables Purchase Agreement, of all other Transaction Documents and any
other documents,




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instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect and are hereby ratified and
confirmed.


          4.3 The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Agent or Jupiter under
the Receivables Purchase Agreement or any other Transaction Document or any
other document, instrument or agreement executed in connection therewith, nor
constitute a waiver of any provision contained therein, in each case except as
specifically set forth herein.



          SECTION 5. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument.



          SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, BUT NOT LIMITED TO,
735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS) OF THE STATE OF ILLINOIS.



          SECTION 7. Section Titles. The section titles contained in this Amendment
are and shall be without substance, meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.



THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK





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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.




	 	 	 	 	 
	 	 	INSIGHT RECEIVABLES, LLC
	 	 	 	 	 
	 	 	
By:
	 	Insight Receivables Holding, LLC, its sole member
	 	 	 	 	 
	 	 	
By:	 	/s/ P. Robert Moya


	 	 	 	 	

	 	 	 	 	Name: P. Robert Moya
	 	 	 	 	Title:
  Executive Vice President and Secretary
	 	 	 	 	 
	 	 	INSIGHT ENTERPRISES, INC.
	 	 	 	 	 
	 	 	
By:	 	/s/ P. Robert Moya
	 	 	 	 	

	 	 	 	 	Name: P. Robert Moya
	 	 	 	 	Title:   Executive Vice President and Secretary




Signature Page to

Amendment No. 1 to Receivables Purchase Agreement





 






 




	 	 	 	 	 
	 	 	JUPITER SECURITIZATION CORPORATION
	 	 	
By:	 	/s/ George S. Wilkins III
	 	 	 	 	

	 	 	 	 	George S. Wilkins III          
	 	 	 	 	Authorized Signatory          
	 	 	 	 	 
	 	 	BANK ONE, NA (MAIN
OFFICE CHICAGO), as a
 Financial Institution
and as Agent
	 	 	 	 	 
	 	 	
By:	 	/s/ George S. Wilkins III
	 	 	 	 	

	 	 	 	 	Name: George S. Wilkins III
	 	 	 	 	Title:   Director, Capital Markets



Signature Page to

Amendment No. 1 to Receivables Purchase Agreement





 






 





Annex A to



     Amendment No. 1 to Receivables Purchase Agreement


EXHIBIT IV



NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS




	 	 	 	 	 	 	 
	Lock-Box	 	Related Collection Account	 	 	 	 
	
	 	
	 	 	 	 
	P.O. Box 78825, Phoenix, AZ
85062-8825* (Insight Direct USA,
Inc.) maintained at Bank One, 201
North Central Avenue, 21st Floor,
Phoenix, AZ 85004.	 	
Account numbers 2457-0446 and
634950091(Insight Direct USA, Inc.).
	 	 	 
	P.O. Box 29661, Dept. 2015,
Phoenix, AZ 85038-9661 (Insight
Global Finance, a division of
Insight Direct USA, Inc.)
maintained at Bank One, 201 North
Central Avenue, 21st Floor,
Phoenix, AZ 85004.	 	
Account number 634955561 (Insight Global
Finance, a division of Insight Direct
USA, Inc.)
	 	 	 
	P.O. Box 713096, Columbus, OH
43271-3096* (Insight Direct USA,
Inc.) maintained at Bank One,
Bank One, 1 Bank One Plaza,
Chicago, IL 60670.	 	
Account number 6418-40319 (Insight
Direct USA, Inc.).
	 	 	 
	*Customers will be directed not
to remit payments to these
locations for these entities
beginning September 3, 2003.	 	 
	 	 	 
	P.O. Box 713096, Columbus, OH
(Insight Public Sector, Inc.)
maintained at Bank One, 1 Bank
One Plaza, Chicago, IL 60670.	 	
Account number 6418-40319 (Insight
Public Sector, Inc.).



 






 



Annex B to



Amendment No. 1 to Receivables Purchase Agreement



EXHIBIT VIII



CREDIT AND COLLECTION POLICY



Attached.