exv10w1



 



EXHIBIT 10.1


EXECUTION COPY


AMENDED AND RESTATED



RECEIVABLES SALE AGREEMENT



Dated as of September 3, 2003



by and among



INSIGHT DIRECT USA, INC.



and



INSIGHT PUBLIC SECTOR, INC.,

as Originators



and



INSIGHT RECEIVABLES, LLC,

as Buyer



 






 





AMENDED AND RESTATED



RECEIVABLES SALE AGREEMENT



          THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of
September 3, 2003, is by and among Insight Direct USA, Inc., an Illinois
corporation, Insight Public Sector, Inc., an Illinois corporation, and Insight
Receivables, LLC, an Illinois limited liability company (“Buyer”). Unless
defined elsewhere herein, capitalized terms used in this Agreement shall have
the meanings assigned to such terms in Exhibit I.



PRELIMINARY STATEMENTS



          Reference is hereby made to that certain Receivables Sale Agreement dated
as of December 31, 2002 (the “Original Receivables Sale Agreement”), by and
among Insight Direct USA, Inc., an Arizona corporation (“Insight Direct
Arizona”), Comark Corporate Sales, Inc., an Illinois corporation (“Comark
Corporate Sales”), Insight Services Corporation, an Arizona corporation
(“ISC”), Comark Government and Education Sales, Inc., an Illinois corporation
(“CGE”), Comark, Inc., an Illinois corporation (“Comark”) (each of Insight
Direct Arizona, Comark Corporate Sales, ISC, CGE and Comark, an “Original
Originator” and collectively, the “Original Originators”), and Buyer.



          On or prior to the date hereof, (i) Insight Public Sector, Inc., an
Arizona corporation, merged with and into CGE with the surviving entity being
CGE, and CGE has changed its name to Insight Public Sector, Inc. (“Insight
Public”), and (ii) Insight Direct Arizona, ISC and Comark merged with and into
Comark Corporate Sales, with the surviving entity being Comark Corporate Sales,
and Comark Corporate Sales has changed its name to Insight Direct USA, Inc.
(“Insight Direct”) (each of Insight Direct and Insight Public, an “Originator”
and collectively, the “Originators”). The Originators and the Buyer have
agreed to amend and restate the Original Receivables Sale Agreement on the
terms and subject to the conditions set forth herein.



          Each Originator now owns, and from time to time hereafter will own,
Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer
wishes to purchase from each Originator, all of such Originator’s right, title
and interest in and to such Receivables (to the extent not already sold and
assigned pursuant to the Original Receivables Sale Agreement), together with
the Related Security and Collections with respect thereto.



          The Originators and Buyer intend the transactions contemplated hereby to
be true sales of the Receivables from the Originators to Buyer, providing Buyer
with the full benefits of ownership of the Receivables, and the Originators and
Buyer do not intend these transactions to be, or for any purpose to be
characterized as, loans from Buyer to the Originators.



          Following the purchase of Receivables from the Originators, Buyer will
sell undivided interests therein and in the associated Related Security and
Collections pursuant to that certain Receivables Purchase Agreement dated as of
December 31, 2002 (as amended as of the date hereof and as the same may from
time to time be amended, supplemented, restated or



 






 





otherwise modified, the “Purchase Agreement”) among Buyer, Insight
Enterprises, Inc., as Servicer, Jupiter Securitization Corporation (“Jupiter”),
the financial institutions from time to time party thereto as “Financial
Institutions” and Bank One, NA (Main Office Chicago) or any successor agent
appointed pursuant to the terms of the Purchase Agreement, as agent for Jupiter
and such Financial Institutions (in such capacity, the “Agent”).


ARTICLE I

AMOUNTS AND TERMS



          Section 1.1 Purchase of Receivables.


          (a)  Pursuant to the Original Receivables Sale Agreement, in consideration
for the Purchase Price and upon the terms and subject to the conditions set
forth therein, the Original Originators sold, assigned, transferred, set-over
and otherwise conveyed to Buyer, without recourse (except to the extent
expressly provided therein), all of their respective right, title and interest
in and to all Receivables existing as of the close of business on the Business
Day immediately prior to the closing date of the Original Receivables Sale
Agreement and all Receivables thereafter arising, together, in each case, with
all Related Security relating thereto and all Collections thereof. Each
Originator (as an Original Originator and as successor to other Original
Originators) hereby reaffirms such purchases and sales, and in consideration
for the Purchase Price and upon the terms and subject to the conditions set
forth herein, each Originator does hereby sell, assign, transfer, set-over and
otherwise convey to Buyer, without recourse (except to the extent expressly
provided herein) and Buyer does hereby purchase from each Originator, all of
such Originator’s right, title and interest in and to all Receivables
originated by such Originator existing as of the close of business on the
Business Day immediately prior to the date hereof and thereafter arising
through and including the Amortization Date, together with all Related Security
relating thereto and all Collections thereof; provided, that, Buyer shall be
obligated to pay the Purchase Price therefor in accordance with Section 1.2.
In connection with the payment of the Purchase Price for any Receivables
purchased hereunder, Buyer may request that each Originator deliver, and each
Originator shall deliver, such approvals, opinions, information, reports or
documents as Buyer may reasonably request.


          (b)  It is the intention of the parties hereto that the Purchase of
Receivables made hereunder shall constitute a “sale of accounts” (as such term
is used in Article 9 of the UCC), which sale is absolute and irrevocable and
provides Buyer with the full benefits of ownership of the Receivables. Except
for the Purchase Price Credits owed to such Originator pursuant to Section 1.3,
the sale of Receivables hereunder is made without recourse to such Originator;
provided, however, that (i) each Originator shall be liable to Buyer for all
representations, warranties and covenants made by such Originator pursuant to
the terms of the Transaction Documents to which such Originator is a party, and
(ii) such sale does not constitute and is not intended to result in an
assumption by Buyer or any assignee thereof of any obligation of such
Originator or any other Person arising in connection with the Receivables
originated by such Originator, the related Contracts and/or other Related
Security or any other obligations of such Originator. In view of the intention
of the parties hereto that the Purchase of Receivables made hereunder shall
constitute a sale of such Receivables rather than loans secured thereby, each
Originator agrees that it will, on or prior to the date hereof and in
accordance with Section


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4.1(e)(ii), mark its master data processing records relating to the
Receivables originated by it with a legend acceptable to Buyer and to the Agent
(as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as
provided in this Agreement and to note in its financial statements that its
Receivables have been sold to Buyer. Upon the request of Buyer or the Agent
(as Buyer’s assignee), each Originator will execute and file such financing or
continuation statements, or amendments thereto or assignments thereof, and such
other instruments or notices, as may be necessary or appropriate to perfect and
maintain the perfection of Buyer’s ownership interest in the Receivables and
the Related Security and Collections with respect thereto, or as Buyer or the
Agent (as Buyer’s assignee) may reasonably request.


          Section 1.2 Payment for the Purchase.



          (a) The Purchase Price for each Receivable coming into existence on or
after the Restatement Date shall be due and owing in full by Buyer to the
Originator of such Receivable or its designee on the date each such Receivable
comes into existence (except that Buyer may, with respect to any such Purchase
Price, offset against such Purchase Price any amounts owed by such Originator
to Buyer hereunder and which have become due but remain unpaid) and shall be
paid to such Originator in the manner provided in the following paragraphs (b),
(c), (d) and (e).



          (b) With respect to any Receivables coming into existence on or after the
Restatement Date, Buyer shall pay the Purchase Price therefor in the following
manner:




		
	 	     (i) first, by delivery of immediately available funds, to the extent
of funds available to Buyer from its subsequent sale of an interest in
the Receivables to the Agent for the benefit of the Purchasers under the
Purchase Agreement or other cash on hand; and
	 
	 	     (ii) second, the balance of such Purchase Price by delivery of the
proceeds of a Subordinated Loan, in an amount not to exceed the least of
(A) the remaining unpaid portion of such Purchase Price and (B) the
maximum Subordinated Loan that could be borrowed without rendering
Buyer’s Net Worth less than the Required Capital Amount. Each Originator
is hereby authorized by Buyer to endorse on the schedule attached to the
Subordinated Note an appropriate notation evidencing the date and amount
of each advance thereunder, as well as the date of each payment with
respect thereto, provided that the failure to make such notation shall
not affect any obligation of Buyer thereunder.



Subject to the limitations set forth in Section 1.2(b)(ii), each Originator
irrevocably agrees to advance each Subordinated Loan requested by Buyer on or
prior to the Amortization Date. The Subordinated Loans shall be evidenced by,
and shall be payable in accordance with the terms and provisions of the
Subordinated Note and shall be payable solely from funds which Buyer is not
required under the Purchase Agreement to set aside for the benefit of, or
otherwise pay over to, the Purchasers.


          (c) From and after the Amortization Date, no Originator shall be obligated
to (but may, at its option) sell Receivables to Buyer unless such Originator
reasonably determines



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that the Purchase Price therefor will be satisfied with funds available to
Buyer from sales of interests in the Receivables pursuant to the Purchase
Agreement, Collections, proceeds of Subordinated Loans or otherwise.


          (d) On each day prior to the Amortization Date (unless Buyer or the Agent
shall otherwise direct), the Collections received in respect of Receivables
theretofore transferred by the Originators to Buyer hereunder (“Applied
Collections”), shall, on and as of the date of receipt thereof, be (i) deemed
applied toward the Purchase Price of any Receivables of the Originators arising
on such date and then being transferred to Buyer pursuant to the terms hereof,
to the extent of any such Purchase Price, (ii) then, in respect of any balance
remaining, deemed applied toward the Purchase Price of any other Receivables of
any of the Originators arising during such Calculation Period and in respect of
which the Purchase Price shall not theretofore have been paid, to the extent of
any such Purchase Price, and (iii) in respect of any balance remaining, held by
or for the benefit of Buyer until the earlier to occur of (A) application
toward the Purchase Price for any Purchase occurring on any later date and (B)
the next following Settlement Date, in which case such amount shall be remitted
to Buyer.



          (e) Although the Purchase Price for each Receivable originated by an
Originator shall be due and payable in full by Buyer to such Originator on the
date hereof (in the case of each Receivable purchased on the date hereof) or on
the date such Receivable came into existence (in the case of each subsequent
purchase), and payment of such Purchase Price shall be made from Applied
Collections, to the extent available, as provided in Section 1.2(d), final
settlement of the Purchase Price between Buyer and such Originator shall be
effected on a monthly basis on Settlement Dates with respect to all Receivables
coming into existence during the same Calculation Period and based on the
information contained in the Monthly Report delivered by the Servicer pursuant
to Article VIII of the Purchase Agreement for the Calculation Period then most
recently ended. On each Settlement Date, Buyer and each Originator shall cause
a reconciliation to be made in respect of all Purchases that shall have been
made during the Calculation Period then most recently ended. To the extent
that the aggregate amount of Applied Collections during such Calculation Period
shall have been less than the aggregate Purchase Price in respect of all
Purchases made by Buyer from such Originator during such month, Buyer shall pay
the balance due in respect of such aggregate Purchase Price in the manner
described in Section 1.2(b). To the extent that the aggregate amount of
Applied Collections with respect to such Originator during such Calculation
Period shall have been greater than the aggregate Purchase Price in respect of
all Purchases made by Buyer from such Originator during such Calculation
Period, such excess shall be applied to a reduction in the outstanding balance
of the Subordinated Loan owing by Buyer to such Originator in an amount equal
to such excess, and any remaining portion of such excess shall be retained by
or paid over to Buyer. Although settlement shall be effected on Settlement
Dates, increases or decreases in the amount owing under the Subordinated Loans
made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be
effective as of the last Business Day of the Calculation Period to which such
settlement relates.



          (f) At all times prior to the Amortization Date, notwithstanding any delay
in the making of any payment of the Purchase Price in respect of any Purchase,
all right, title and interest of each Originator in and to each Receivable
originated by it shall be sold, assigned and otherwise transferred to Buyer
effective immediately and automatically upon the creation of such



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Receivable, without any further action of any type or kind being required
on the part of any Person. The monthly settlement and reconciliation
contemplated in this Section 1.2 has been devised solely for the administrative
convenience of the parties hereto. Buyer and each Originator may at any time,
as may agreed between themselves, elect to effect settlement and reconciliation
on a more (but not less) frequent basis.


          Section 1.3 Purchase Price Credit Adjustments. If on any day:



          (a) the Outstanding Balance of a Receivable is:




		
	 	     (i) reduced as a result of any defective or rejected goods or
services, any discount or any adjustment or otherwise by the applicable
Originator (other than cash Collections on account of such Receivable),




		
	 	     (ii) reduced or canceled as a result of a setoff in respect of any
claim by any Person (whether such claim arises out of the same or a
related transaction or an unrelated transaction), or



          (b) any of the representations and warranties set forth in Article II were
not true with respect to any Receivable at the time of its sale hereunder,



then, in such event, Buyer shall be entitled to a credit (each, a “Purchase
Price Credit”) against the Purchase Price otherwise payable to the applicable
Originator hereunder equal to (A) in the case of any reduction, discount or
adjustment pursuant to Section 1.3(a)(i) or any reduction (but not
cancellation) pursuant to Section 1.3(a)(ii), the amount of such reduction,
discount or adjustment, and (B) in all other circumstances set forth in
Sections 1.3(a) or (b), the Outstanding Balance of such Receivable. If such
Purchase Price Credit exceeds the Original Balance of the Receivables
originated by the applicable Originator coming into existence on any day, then
such Originator shall pay the remaining amount of such Purchase Price Credit in
cash not later than the next Settlement Date, provided that if the Amortization
Date has not occurred, such Originator shall be allowed to deduct the remaining
amount of such Purchase Price Credit from any indebtedness owed to it under its
Subordinated Note.


          Section 1.4 Payments and Computations, Etc. All amounts to be paid or
deposited by Buyer hereunder shall be paid or deposited in accordance with the
terms hereof on the day when due in immediately available funds to the account
of each Originator designated from time to time by such Originator or as
otherwise directed by such Originator. In the event that any payment owed by
any Person hereunder becomes due on a day that is not a Business Day, then such
payment shall be made on the next succeeding Business Day. If any Person fails
to pay any amount hereunder when due, such Person agrees to pay, on demand, the
Default Fee in respect thereof until paid in full; provided, however, that such
Default Fee shall not at any time exceed the maximum rate permitted by
applicable law. All computations of interest payable hereunder shall be made
on the basis of a year of 360 days for the actual number of days (including the
first but excluding the last day) elapsed.



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          Section 1.5 Transfer of Records.



          (a) In connection with the Purchase of Receivables hereunder, each
Originator hereby sells, transfers, assigns and otherwise conveys to Buyer all
of such Originator’s right and title to and interest in the Records relating to
all Receivables sold hereunder, without the need for any further documentation
in connection with the Purchase. In connection with such transfer, each
Originator hereby grants to each of Buyer, the Agent and the Servicer an
irrevocable, non-exclusive license to use, without royalty or payment of any
kind, all software used by such Originator to account for the Receivables, to
the extent necessary to administer the Receivables, whether such software is
owned by such Originator or is owned by others and used by such Originator
under license agreements with respect thereto, provided that should the consent
of any licensor of such software to such grant of the license described herein
be required, such Originator hereby agrees that upon the request of Buyer (or
the Agent as Buyer’s assignee), such Originator will use its reasonable efforts
to obtain the consent of such third-party licensor. The license granted hereby
shall be irrevocable, and shall terminate on the date that the Aggregate
Unpaids have been repaid in full and this Agreement terminates in accordance
with its terms.



          (b) Each Originator (i) shall take such action requested by Buyer and/or
the Agent (as Buyer’s assignee), from time to time hereafter, that may be
necessary or appropriate to ensure that Buyer and its assigns under the
Purchase Agreement have an enforceable ownership interest in the Records
relating to the Receivables purchased from such Originator hereunder, and (ii)
shall use its reasonable efforts to ensure that Buyer, the Agent and the
Servicer each has an enforceable right (whether by license or sublicense or
otherwise) to use all of the computer software used to account for the
Receivables and/or to recreate such Records.



          Section 1.6 Characterization. If, notwithstanding the intention of the
parties expressed in Section 1.1(b), any sale by an Originator to Buyer of
Receivables hereunder shall be characterized as a secured loan and not a sale
or such sale shall for any reason be ineffective or unenforceable, then this
Agreement shall be deemed to constitute a security agreement under the UCC and
other applicable law. For this purpose and without being in derogation of the
parties’ intention that the sale of Receivables hereunder shall constitute a
true sale thereof, each Originator hereby grants to Buyer a duly perfected
security interest in all of such Originator’s right, title and interest in, to
and under all Receivables now existing and hereafter arising, all Collections,
Related Security and Records with respect thereto, all other rights and
payments relating to the Receivables, each Lock-Box and Collection Account, all
proceeds of the foregoing and all other assets in which the Buyer has acquired,
may hereafter acquire and/or purports to have acquired an interest under this
Agreement, to secure the prompt and complete payment of a loan deemed to have
been made in an amount equal to the Purchase Price of the Receivables generated
by such Originator together with all of the other obligations of such
Originator hereunder, which security interest shall be prior to all other
Adverse Claims thereto. After the occurrence and during the continuance of an
Amortization Event, Buyer and its assigns shall have, in addition to the rights
and remedies which they may have under this Agreement, all other rights and
remedies provided to a secured creditor after default under the UCC and other
applicable law, which rights and remedies shall be cumulative.



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ARTICLE II

REPRESENTATIONS AND WARRANTIES



          Section 2.1 Representations and Warranties of Originators. On the date of
the initial Purchase and on each subsequent date that any Receivable is
originated by such Originator, each Originator hereby represents and warrants
to Buyer as to such Originator and the Receivables then being transferred by
such Originator to Buyer hereunder that:



          (a) Corporate Existence and Power. Such Originator is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation, and is duly qualified to do business and is in good standing as
a foreign corporation in each jurisdiction in its which its business is
conducted except where the failure to so qualify could not reasonably be
expected to have a Material Adverse Effect, and has and holds all corporate
power and all governmental licenses, authorizations, consents and approvals
required to carry on its business in each jurisdiction in which its business is
conducted (collectively, “Approvals”) other than such Approvals the failure of
which to obtain could not reasonably be expected to have a Material Adverse
Effect.



          (b) Power and Authority; Due Authorization Execution and Delivery. The
execution and delivery by such Originator of this Agreement and each other
Transaction Document to which it is a party, and the performance of its
obligations hereunder and thereunder and, such Originator’s use of the proceeds
of the Purchase made hereunder, are within its corporate powers and authority
and have been duly authorized by all necessary corporate action on its part.
This Agreement and each other Transaction Document to which such Originator is
a party has been duly executed and delivered by such Originator.



          (c) No Conflict. The execution and delivery by such Originator of this
Agreement and each other Transaction Document to which it is a party, and the
performance of its obligations hereunder and thereunder do not contravene or
violate (i) its certificate or articles of incorporation or by-laws (or
equivalent organizational documents), (ii) any law, rule or regulation
applicable to it, (iii) any restrictions under any agreement, contract or
instrument to which it is a party or by which it or any of its property is
bound that is material to the operation of its business, or (iv) any order,
writ, judgment, award, injunction or decree binding on or affecting it or its
property, and do not result in the creation or imposition of any Adverse Claim
on assets of such Originator or its Subsidiaries (except as created hereunder);
and no transaction contemplated hereby requires compliance with any bulk sales
act or similar law.



          (d) Governmental Authorization. Other than the filing of the financing
statements required hereunder and as set forth on Schedule 2.1(d), no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due execution
and delivery by such Originator of this Agreement and each other Transaction
Document to which it is a party and the performance of its obligations
hereunder and thereunder.



          (e) Actions, Suits. There are no actions, suits or proceedings pending,
or to the best of such Originator’s knowledge, threatened, against or affecting
such Originator, or any of its properties, in or before any court, arbitrator
or other body, that could reasonably be



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expected to have a Material Adverse Effect. Such Originator is not in
default with respect to any order of any court, arbitrator or governmental
body.


          (f) Binding Effect. This Agreement and each other Transaction Document to
which such Originator is a party constitute the legal, valid and binding
obligations of such Originator enforceable against such Originator in
accordance with their respective terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).



          (g) Accuracy of Information. All information heretofore furnished by such
Originator or any of its Affiliates to Buyer (or its assigns) for purposes of
or in connection with this Agreement, any of the other Transaction Documents or
any transaction contemplated hereby or thereby is, and all such information
hereafter furnished by such Originator or any of its Affiliates to Buyer (or
its assigns) will be, true and accurate in every material respect on the date
such information is stated or certified and does not and will not, at the time
the same is so furnished, be otherwise misleading in light of the circumstances
under which such information was furnished; provided, that any such information
constituting projections or pro forma financial information contained in such
materials are based upon good faith estimates and assumptions believed by the
party providing the same to be reasonable at the time made, it being recognized
by the Buyer that such projections as to future events are not to be viewed as
facts and that actual results during the period or periods covered by any such
projections may differ from the projected results.



          (h) Use of Proceeds. No proceeds of any Purchase Price payment to such
Originator hereunder will be used (i) for a purpose that violates, or would be
inconsistent with, Regulation T, U or X promulgated by the Board of Governors
of the Federal Reserve System from time to time or (ii) to acquire any security
in any transaction which is subject to Section 13 or 14 of the Securities
Exchange Act of 1934, as amended.



          (i) Good Title. Immediately prior to each purchase of a Receivable
hereunder from such Originator, such Originator shall be the legal and
beneficial owner of each such Receivable and Related Security with respect
thereto, free and clear of any Adverse Claim, except as created by the
Transaction Documents. There have been duly filed all financing statements or
other similar instruments or documents necessary under the UCC (or any
comparable law) of all appropriate jurisdictions to perfect such Originator’s
ownership interest in each Receivable, its Collections and the Related
Security.



          (j) Perfection. This Agreement, together with the filing of the financing
statements contemplated hereby, is effective to transfer to Buyer (and Buyer
shall acquire from such Originator) legal and equitable title to, with the
right to sell and encumber each Receivable existing and hereafter arising,
together with the Related Security and Collections with respect thereto, free
and clear of any Adverse Claim, except as created by the Transactions
Documents. There have been duly filed all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable
law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in
the Receivables, the Related Security and the Collections.



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          (k) Places of Business. The principal places of business and chief
executive office of such Originator and the offices where it keeps all of its
Records are located at the address(es) listed on Exhibit II or such other
locations of which Buyer has been notified in accordance with Section 4.2(a) in
jurisdictions where all action required by Section 4.2(a) has been taken and
completed. Insight Direct is an Illinois corporation. Insight Public is an
Illinois corporation. The Federal Employer Identification Number and
organizational identification number of each Originator is correctly set forth
on Exhibit II.



          (l) Collections. The conditions and requirements set forth in Section
4.1(j) have at all times been satisfied and duly performed. The names and
addresses of all Collection Banks, together with the account numbers of the
Collection Accounts of such Originator at each Collection Bank and the post
office box number of each Lock-Box, are listed on Exhibit III.



          (m) Material Adverse Effect. Since June 30, 2002, no event has occurred
that could reasonably be expected to have a Material Adverse Effect.



          (n) Names. In the past five (5) years, such Originator has not used any
corporate names, trade names or assumed names other than the name in which it
has executed this Agreement, other than as listed on Exhibit II.



          (o) Ownership of Buyer. Insight Receivables Holding, LLC, an Illinois
limited liability company owns, directly or indirectly, 100% of the issued and
outstanding membership interests of Buyer, free and clear of any Adverse Claim.
Such membership interests are validly issued, fully paid and nonassessable,
and there are no options, warrants or other rights to acquire equity securities
of Buyer.



          (p) Not a Holding Company or an Investment Company. Such Originator is
not a “holding company” or a “subsidiary holding company” of a “holding
company” within the meaning of the Public Utility Holding Company Act of 1935,
as amended, or any successor statute. Such Originator is not an “investment
company” within the meaning of the Investment Company Act of 1940, as amended,
or any successor statute.



          (q) Compliance with Law. Except where the failure of such Originator to
comply with any applicable laws, rules or regulations could not reasonably be
expected to have a Material Adverse Effect, such Originator has complied in all
respects with all applicable laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject. Each
Receivable, together with the Contract related thereto, does not contravene any
laws, rules or regulations applicable thereto (including, without limitation,
laws, rules and regulations relating to truth in lending, fair credit billing,
fair credit reporting, equal credit opportunity, fair debt collection practices
and privacy), and no part of such Contract is in violation of any such law,
rule or regulation.



          (r) Compliance with Credit and Collection Policy. Such Originator has
complied in all material respects with the Credit and Collection Policy with
regard to each Receivable and the related Contract, and has not made any change
to such Credit and Collection Policy except such material change as to which
Buyer (or its assigns) has been notified in accordance with Section
4.1(a)(vii).



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          (s) Payments to Originator. With respect to each Receivable transferred
to Buyer hereunder, the Purchase Price received by such Originator constitutes
reasonably equivalent value in consideration therefor and such transfer was not
made for or on account of an antecedent debt. No transfer by such Originator
of any Receivable hereunder is or may be voidable under any section of the
Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.



          (t) Enforceability of Contracts. Each Contract with respect to each
Receivable is effective to create, and has created, a legal, valid and binding
obligation of the related Obligor to pay the Outstanding Balance of the
Receivable created thereunder and any accrued interest thereon, enforceable
against the Obligor in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws relating to or limiting creditors’ rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).



          (u) Eligible Receivables. Each Receivable included in the Net Receivables
Balance as an Eligible Receivable on the date of its purchase hereunder was an
Eligible Receivable on such date.



          (v) Accounting. The manner in which such Originator accounts for the
transactions contemplated by this Agreement does not jeopardize the
characterization of the transactions contemplated herein as being true sales.



ARTICLE III

CONDITIONS OF PURCHASE



          Section 3.1 Conditions Precedent to Initial Purchase. The initial
Purchase under this Agreement on the Restatement Date is subject to the
conditions precedent that (a) Buyer shall have received on or before the date
of such purchase those documents listed on Schedule A and (b) all of the
conditions to Amendment No. 1 to the Purchase Agreement shall have been
satisfied or waived in accordance with the terms thereof.



          Section 3.2 Conditions Precedent to Subsequent Payments. Buyer’s
obligation to pay for Receivables coming into existence after the Restatement
Date shall be subject to the further conditions precedent that (a) the Facility
Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall
have received such other approvals, opinions or documents as it may reasonably
request. Each Originator represents and warrants that the representations and
warranties set forth in Article II are true and correct on and as of the date
each Receivable came into existence as though made on and as of such date (or
to the extent such representations and warranties specifically relate to an
earlier date, then such representations and warranties were true, correct and
complete in all material respects as of such earlier date); provided, however,
that notwithstanding the foregoing conditions precedent, upon payment of the
Purchase Price for any Receivable (whether by payment of cash, through an
increase in the amounts outstanding under the Subordinated Note, by offset of
amounts owed to Buyer and/or by capital contributions), title to such
Receivable and the Related Security and Collections with respect thereto shall
vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to
pay



10






 





for such Receivable were in fact satisfied. The failure of any Originator
to satisfy any of the foregoing conditions precedent, however, shall give rise
to a right of Buyer to rescind the related purchase and direct such Originator
to pay to Buyer an amount equal to the Purchase Price payment that shall have
been made with respect to any Receivables related thereto.


ARTICLE IV

COVENANTS



          Section 4.1 Affirmative Covenants of Originators. Until the date on which
this Agreement terminates in accordance with its terms, each Originator hereby
covenants as set forth below:



          (a) Financial Reporting. Such Originator will maintain, for itself and
each of its Subsidiaries, a system of accounting established and administered
in accordance with generally accepted accounting principles, and furnish to
Buyer (or its assigns):




		
	 	     (i) Annual Reporting. Within 90 days after the close of each of its
respective fiscal years, audited, consolidated financial statements
(which shall include balance sheets, statements of income and retained
earnings and a statement of cash flows) for such Originator and its
consolidated subsidiaries for such fiscal year certified by KPMG or other
independent public accountants of nationally recognized standing.




		
	 	     (ii) Quarterly Reporting. Within 45 days after the close of the
first three (3) quarterly periods of each of its respective fiscal years,
consolidated balance sheets of such Originator and its consolidated
subsidiaries as at the close of each such period and consolidated
statements of income and retained earnings and a statement of cash flows
for such Persons for the period from the beginning of such fiscal year to
the end of such quarter, all certified by its chief financial officer.




		
	 	     (iii) Compliance Certificate. Together with the financial
statements required hereunder, a compliance certificate in substantially
the form of Exhibit IV signed by such Originator’s Authorized Officer and
dated the date of such annual financial statement or such quarterly
financial statement, as the case may be.




		
	 	     (iv) Shareholders Statements and Reports. Promptly upon the
furnishing thereof to the shareholders of such Originator copies of all
financial statements, reports and proxy statements so furnished.




		
	 	     (v) S.E.C. Filings. Promptly upon the filing thereof, copies of all
registration statements and annual, quarterly, monthly or other regular
reports which such Originator or any of its Subsidiaries files with the
Securities and Exchange Commission.




		
	 	     (vi) Copies of Notices. Promptly upon its receipt of any notice,
request for consent, financial statements, certification, report or other
communication under or in connection with any Transaction Document from
any Person other than Buyer, the Agent or Jupiter, copies of the same.



11






 







		
	 	     (vii) Change in Credit and Collection Policy. At least thirty (30)
days prior to the effectiveness of any material change in or material
amendment to the Credit and Collection Policy, a copy of the Credit and
Collection Policy then in effect and a notice indicating such change or
amendment.




		
	 	     (viii) Other Information. Promptly, from time to time, such other
information, documents, records or reports relating to the Receivables or
the condition or operations, financial or otherwise, of such Originator
as Buyer (or its assigns) may from time to time reasonably request in
order to protect the interests of Buyer (and its assigns) under or as
contemplated by this Agreement.



          (b) Notices. Such Originator will notify the Buyer (or its assigns) in
writing of any of the following promptly upon learning of the occurrence
thereof, describing the same and, if applicable, the steps being taken with
respect thereto:




		
	 	     (i) Amortization Events or Potential Amortization Events. The
occurrence of each Amortization Event and each Potential Amortization
Event, by a statement of an Authorized Officer of such Originator.




		
	 	     (ii) Judgment and Proceedings. (1) The entry of any judgment or
decree against such Originator or any of its Subsidiaries if the
aggregate amount of all judgments and decrees then outstanding against
such Originator and its Subsidiaries exceeds $5,000,000, or (2) the
institution of any litigation, arbitration proceeding or governmental
proceeding against such Originator which, if determined adversely to such
Originator, could reasonably be expected to have a Material Adverse
Effect.




		
	 	     (iii) Material Adverse Effect. The occurrence of any event or
condition that has, or could reasonably be expected to have, a Material
Adverse Effect.




		
	 	     (iv) Defaults Under Other Agreements. The occurrence of a default
or an event of default under any other financing arrangement pursuant to
which such Originator is a debtor or an obligor.



          (c) Compliance with Laws and Preservation of Corporate Existence. Such
Originator will comply in all respects with (i) all applicable laws, rules and
regulations to which it may be subject except (A) where the necessity of
compliance therewith is contested in good faith by appropriate proceedings and
(B) where the failure to comply could not reasonably be expected to have a
Material Adverse Effect, and (ii) all applicable orders, writs, judgments,
injunctions, decrees or awards to which it may be subject which have not been
stayed by appropriate proceedings. Such Originator will preserve and maintain
its corporate existence, rights, franchises and privileges in the jurisdiction
of its incorporation, and qualify and remain qualified in good standing as a
foreign corporation in each jurisdiction where its business is conducted,
except where the failure to be so qualified could not reasonably be expected to
have a Material Adverse Effect.



          (d) Audits. Such Originator will furnish to Buyer (or its assigns) from
time to time such information with respect to it and the Receivables as Buyer
(or its assigns) may reasonably request. Such Originator will, from time to
time during regular business hours as



12






 





requested by Buyer (or its assigns), upon reasonable notice and at the
sole cost of such Originator, permit Buyer (or its assigns) or their respective
agents or representatives (and shall cause each Originator to permit Buyer (or
its assigns) or their respective agents or representatives), (i) to examine and
make copies of and abstracts from all Records in the possession or under the
control of such Person relating to the Receivables and the Related Security,
including, without limitation, the related Contracts, and (ii) to visit the
offices and properties of such Person for the purpose of examining such
materials described in clause (i) above, and to discuss matters relating to
such Person’s financial condition or the Receivables and the Related Security
or such Person’s performance under any of the Transaction Documents or such
Person’s performance under the Contracts and, in each case, with any of the
officers or employees of such Person having knowledge of such matters.


          (e) Keeping and Marking of Records and Books.




		
	 	     (i) Such Originator will maintain and implement administrative and
operating procedures as such Originator shall deem appropriate in its
good faith business judgment (including, without limitation, an ability
to recreate records evidencing Receivables in the event of the
destruction of the originals thereof), and keep and maintain all
documents, books, records and other information reasonably necessary or
advisable for the collection of all Receivables (including, without
limitation, records adequate to permit the immediate identification of
each new Receivable and all Collections of and adjustments to each
existing Receivable).




		
	 	     (ii) Such Originator will (A) on or prior to the date hereof, mark
its master data processing records and other books and records relating
to the Receivables with a legend, acceptable to Buyer (or its assigns),
describing Buyer’s ownership interests in the Receivables and further
describing the Purchaser Interests of the Agent (on behalf of the
Purchasers) under the Purchase Agreement and (B) upon the request of
Buyer (or its assigns), (x) mark each Contract with a legend describing
Buyer’s ownership interests in the Receivables and further describing the
Purchaser Interests of the Agent (on behalf of the Purchasers) and (y)
deliver to Buyer (or its assigns) all Contracts (including, without
limitation, all multiple originals of any such Contract) relating to the
Receivables.



          (f) Compliance with Contracts and Credit and Collection Policy. Such
Originator will timely and fully (i) perform and comply with all provisions,
covenants and other promises required to be observed by it under the Contracts
related to the Receivables, and (ii) comply in all material respects with the
Credit and Collection Policy in regard to each Receivable and the related
Contract.



          (g) Ownership. Such Originator will take all necessary action to
establish and maintain, irrevocably in Buyer, legal and equitable title to the
Receivables, the Related Security and the Collections, free and clear of any
Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns)
(including, without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable
law) of all appropriate jurisdictions to perfect Buyer’s interest in such
Receivables, Related Security and



13






 





Collections and such other action to perfect, protect or more fully
evidence the interest of Buyer as Buyer (or its assigns) may reasonably
request).


          (h) Purchasers’ Reliance. Such Originator acknowledges that the Agent and
the Purchasers are entering into the transactions contemplated by the Purchase
Agreement in reliance upon Buyer’s identity as a legal entity that is separate
from Insight Enterprises, Inc. and any Affiliates thereof, including each of
the Originators (each an “Insight Entity”). Therefore, from and after the date
of execution and delivery of this Agreement, such Originator will take all
reasonable steps including, without limitation, all steps that Buyer or any
assignee of Buyer may from time to time reasonably request to maintain Buyer’s
identity as a separate legal entity and to make it manifest to third parties
that Buyer is an entity with assets and liabilities distinct from those of such
Insight Entity and not just a division of an Insight Entity. Without limiting
the generality of the foregoing and in addition to the other covenants set
forth herein, such Originator (i) will not hold itself out to third parties as
liable for the debts of Buyer nor purport to own the Receivables and other
assets acquired by Buyer, (ii) will take all other actions necessary on its
part to ensure that Buyer is at all times in compliance with the covenants set
forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax
liabilities arising in connection with the transactions contemplated herein or
otherwise to be allocated between such Originator and Buyer on an arm’s-length
basis and in a manner consistent with the procedures set forth in U.S. Treasury
Regulations §§1.1502-33(d) and 1.1552-1.



          (i) Collections. Except as may be required under Section 8.2(b) of the
Purchase Agreement, such Originator will cause (1) all proceeds from all
Lock-Boxes (other than collections with respect to Excluded Receivables, which
Insight Direct will cause to be directly deposited into a separate account of
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 such
Originator or any Affiliate of such Originator, such Originator will remit (or
will cause all such payments to be remitted) directly to a Collection Bank for
deposit into a Collection Account within two (2) Business Days following
receipt thereof and, at all times prior to such remittance, such Originator
will itself hold or, if applicable, will cause such payments to be held in
trust for the exclusive benefit of Buyer and its assigns. Such Originator will
transfer exclusive ownership, dominion and control of each Lock-Box and
Collection Account to Buyer, and will 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 Buyer (or its assigns) as
contemplated by this Agreement and the Purchase Agreement.



          (j) Taxes. Such Originator will file all tax returns and reports required
by law to be filed by it and promptly pay all taxes and governmental charges at
any time owing except for taxes being diligently contested in good faith and
for which adequate reserves have been established. Such Originator will pay
when due any taxes payable in connection with the Receivables, exclusive of
taxes on or measured by income or gross receipts of Buyer and its assigns.



          Section 4.2 Negative Covenants of Originators. Until the date on which
this Agreement terminates in accordance with its terms, each Originator hereby
covenants that:



14






 





          (a) Name Change, Offices and Records. Such Originator will not change its
name, identity or corporate structure (within the meaning of Section 9-507 of
the UCC) or jurisdiction of organization or relocate its chief executive office
or any office where Records are kept unless it shall have: (i) given Buyer (or
its assigns) at least thirty (30) days’ prior written notice thereof and (ii)
delivered to Buyer (or its assigns) all financing statements, instruments and
other documents requested by Buyer (or its assigns) in connection with such
change or relocation.



          (b) Change in Payment Instructions to Obligors. Such Originator will not
add or terminate any bank as a Collection Bank, or make any change in the
instructions to Obligors regarding payments to be made to any Lock-Box or
Collection Account, unless Buyer (or its assigns) shall have received, at least
ten (10) days before the proposed effective date therefor, (i) written notice
of such addition, termination or change and (ii) with respect to the addition
of a Collection Bank or a Collection Account or Lock-Box, an executed
Collection Account Agreement with respect to the new Collection Account or
Lock-Box; provided, however, that such Originator may make changes in
instructions to Obligors regarding payments if such new instructions require
such Obligor to make payments to another existing Collection Account.



          (c) Modifications to Contracts and Credit and Collection Policy. Such
Originator will not make any change to the Credit and Collection Policy that
could adversely affect the collectibility of the Receivables or decrease the
credit quality of any newly created Receivables without the Buyer’s prior
written consent. Such Originator will not, and will not permit any Originator
to, extend, amend or otherwise modify the terms of any Receivable or any
Contract related thereto other than in accordance with the Credit and
Collection Policy except for such modifications such Originator shall deem
appropriate in its good faith business judgment and which could not reasonably
be expected to have a Material Adverse Effect.



          (d) Sales, Liens. Such Originator will not sell, assign (by operation of
law or otherwise) or otherwise dispose of, or grant any option with respect to,
or create or suffer to exist any Adverse Claim upon (including, without
limitation, the filing of any financing statement) or with respect to, any
Receivable, Related Security or Collections, or upon or with respect to any
Contract under which any Receivable arises, or any Lock-Box or Collection
Account, or assign any right to receive income with respect thereto (other
than, in each case, the creation of the interests therein in favor of Buyer
provided for herein), and such Originator will defend the right, title and
interest of Buyer in, to and under any of the foregoing property, against all
claims of third parties claiming through or under such Originator. Such
Originator shall not create or suffer to exist any mortgage, pledge, security
interest, encumbrance, lien, charge or other similar arrangement on any of its
inventory, unless agreed to in advance in writing by Buyer (and its assigns).



          (e) Accounting for Purchase. Such Originator will not, and will not
permit any Affiliate to, account for or treat (whether in financial statements
or otherwise) the transactions contemplated hereby in any manner other than the
sale of the Receivables and the Related Security by such Originator to Buyer or
in any other respect account for or treat the transactions contemplated hereby
in any manner other than as a sale of the Receivables and the Related Security
by such Originator to Buyer except to the extent that such transactions are not



15






 





recognized on account of consolidated financial reporting in accordance
with generally accepted accounting principles.


ARTICLE V

AMORTIZATION EVENTS



          Section 5.1 Amortization Events. The occurrence of any one or more of the
following events shall constitute an Amortization Event:



          (a) Any Originator shall fail (i) to make any payment or deposit required
hereunder when due, or (ii) to perform or observe any term, covenant or
agreement hereunder (other than as referred to in clause (i) of this paragraph
(a)) or any other Transaction Document to which it is a party and such failure
shall continue for three (3) consecutive Business Days after such Originator
has notice thereof.



          (b) Any representation, warranty, certification or statement made by any
Originator in this Agreement, any other Transaction Document or in any other
document delivered pursuant hereto or thereto shall prove to have been
incorrect in any material respect when made or deemed made.



          (c) Failure of any Originator to pay any “Specified Indebtedness” when
due; or the default by any Originator in the performance of any term, provision
or condition contained in any agreement under which any Specified Indebtedness
was created or is governed, the effect of which is to cause, or to permit the
holder or holders of such Specified Indebtedness to cause, such Specified
Indebtedness to become due prior to its stated maturity; or any Specified
Indebtedness of any Originator shall be declared to be due and payable or
required to be prepaid (other than by a regularly scheduled payment) prior to
the date of maturity thereof. “Specified Indebtedness” means Indebtedness
which, individually or in the aggregate with other Indebtedness, has an
aggregate principal amount or face value in excess of $5,000,000.



          (d) (i) Any Originator or any of its Subsidiaries shall generally not pay
its debts as such debts become due or shall admit in writing its inability to
pay its debts generally or shall make a general assignment for the benefit of
creditors; or (ii) any proceeding shall be instituted by or against any
Originator or any of its Subsidiaries seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its
property and, in the case of any such proceeding instituted against such
Originator, either such proceeding shall remain undismissed or unstayed for a
period of sixty (60) days or any of the relief sought in such proceedings shall
be granted or (iii) any Originator or any of its Subsidiaries shall take any
corporate action to authorize any of the actions set forth in the foregoing
clauses (i) or (ii) of this subsection (d).



          (e) A Change of Control shall occur.



16






 





          (f) One or more final judgments for the payment of money in an amount in
excess of $10,000,000, individually or in the aggregate, shall be entered
against any Originator on claims not covered by insurance or as to which the
insurance carrier has denied its responsibility, and such judgment shall
continue unsatisfied and in effect for fifteen (15) consecutive days without a
stay of execution.



          Section 5.2 Remedies. Upon the occurrence and during the continuation of
an Amortization Event, Buyer may take any of the following actions: (i)
declare the Amortization Date to have occurred, whereupon the Amortization Date
shall forthwith occur, without demand, protest or further notice of any kind,
all of which are hereby expressly waived by each Originator; provided, however,
that upon the occurrence of Amortization Event described in Section 5.1(d), or
of an actual or deemed entry of an order for relief with respect to any
Originator under the Federal Bankruptcy Code, the Amortization Date shall
automatically occur, without demand, protest or any notice of any kind, all of
which are hereby expressly waived by each Originator and (ii) to the fullest
extent permitted by applicable law, declare that the Default Fee shall accrue
with respect to any amounts then due and owing to Buyer by any Originator. The
aforementioned rights and remedies shall be in addition to all other rights and
remedies of Buyer and its assigns available under this Agreement, by operation
of law, at equity or otherwise, all of which are hereby expressly preserved,
including, without limitation, all rights and remedies provided under the UCC,
all of which rights shall be cumulative.



ARTICLE VI

INDEMNIFICATION



          Section 6.1 Indemnities by Originators. Without limiting any other rights
that Buyer may have hereunder or under applicable law, each Originator hereby
agrees to indemnify Buyer and its assigns, officers, directors, agents and
employees (each an “Indemnified Party”) from and against any and all damages,
losses, claims, taxes, liabilities, costs, expenses and for all other amounts
payable, including reasonable attorneys’ fees (which attorneys may be employees
of Buyer) and disbursements (all of the foregoing being collectively referred
to as “Indemnified Amounts”) awarded against or incurred by any of them arising
out of or as a result of this Agreement or the acquisition, either directly or
indirectly, by Buyer of an interest in the Receivables, excluding, however:




		
	 	     (i) Indemnified Amounts to the extent a final judgment of a court of
competent jurisdiction holds that such Indemnified Amounts resulted from
bad faith, gross negligence or willful misconduct on the part of the
Indemnified Party seeking indemnification;




		
	 	     (ii) Indemnified Amounts to the extent the same includes losses in
respect of Receivables that are uncollectible on account of the
insolvency, bankruptcy or lack of creditworthiness of the related
Obligor; or




		
	 	     (iii) taxes imposed by the United States or the jurisdiction in
which such Indemnified Party’s principal executive office is located, on
or measured by the



17






 







		
	 	overall net income of such Indemnified Party to the extent that the
computation of such taxes is consistent with the Intended
Characterization;



provided, however, that nothing contained in this sentence shall limit the
liability of such Originator or limit the recourse of Buyer to such Originator
for amounts otherwise specifically provided to be paid by such Originator under
the terms of this Agreement. Without limiting the generality of the foregoing
indemnification, such Originator shall indemnify Buyer for Indemnified Amounts
(including, without limitation, losses in respect of uncollectible receivables,
regardless of whether reimbursement therefor would constitute recourse to such
Originator) relating to or resulting from:



		
	 	     (A) any representation or warranty made by such Originator (or
any officers of any such Originator) under or in connection with
this Agreement, any other Transaction Document or any other
information or report delivered by any such Person pursuant hereto
or thereto, which shall have been false or incorrect when made or
deemed made;
	 
	 	     (B) the failure by such Originator to comply with any
applicable law, rule or regulation with respect to any Receivable
or Contract related thereto, or the nonconformity of any Receivable
or Contract included therein with any such applicable law, rule or
regulation or any failure of such Originator to keep or perform any
of its obligations, express or implied, with respect to any
Contract;
	 
	 	     (C) any failure of such Originator to perform its duties,
covenants or other obligations in accordance with the provisions of
this Agreement or any other Transaction Document;
	 
	 	     (D) any products liability, personal liability or damage suit,
or similar claim arising out of or in connection with merchandise,
insurance or services that are the subject of any Contract or any
Receivable;
	 
	 	     (E) any dispute, claim, offset or defense (other than
discharge in bankruptcy of an Obligor) of an Obligor to the payment
of any Receivable (including, without limitation, a defense based
on such Receivable or the related Contract not being a legal, valid
and binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim resulting from the
sale of the merchandise or service related to such Receivable or
the furnishing or failure to furnish such merchandise or services;
	 
	 	     (F) the commingling of Collections of Receivables at any time
with other funds;
	 
	 	     (G) any investigation, litigation or proceeding related to or
arising from this Agreement or any other Transaction Document, the
transactions contemplated hereby, the use of the proceeds of the
Purchase, the ownership of the Receivables or any other
investigation, litigation or proceeding relating to



18






 







		
	 	such Originator in which any Indemnified Party becomes
involved as a result of any of the transactions contemplated
hereby;
	 
	 	     (H) any inability to litigate any claim against any Obligor in
respect of any Receivable as a result of such Obligor being immune
from civil and commercial law and suit on the grounds of
sovereignty or otherwise from any legal action, suit or proceeding;
	 
	 	     (I) any Amortization Event described in Section 5.1(d);
	 
	 	     (J) any failure to vest and maintain vested in Buyer, or to
transfer to Buyer, legal and equitable title to, and ownership of,
the Receivables, the Related Security and the Collections, free and
clear of any Adverse Claim;
	 
	 	     (K) the failure to have filed, or any delay in filing,
financing statements or other similar instruments or documents
under the UCC of any applicable jurisdiction or other applicable
laws with respect to any Receivable, the Related Security and
Collections with respect thereto, and the proceeds of any thereof,
whether at the time of the Purchase or at any subsequent time;
	 
	 	     (L) any action or omission by such Originator which reduces or
impairs the rights of Buyer with respect to any Receivable or the
value of any such Receivable; and
	 
	 	     (M) any attempt by any Person to void any Purchase hereunder
under statutory provisions or common law or equitable action.



          Section 6.2 Other Costs and Expenses. The Originators, jointly and
severally, shall pay to Buyer all reasonable costs and out-of-pocket expenses
in connection with the preparation, execution, delivery and administration of
this Agreement, the transactions contemplated hereby and the other documents to
be delivered hereunder. The Originators, jointly and severally, shall pay to
Buyer any and all reasonable costs and expenses of Buyer, if any, including
reasonable counsel fees and expenses in connection with the enforcement of this
Agreement and the other documents delivered hereunder and in connection with
any restructuring or workout of this Agreement or such documents, or the
administration of this Agreement following an Amortization Event.



ARTICLE VII

MISCELLANEOUS



          Section 7.1 Waivers and Amendments.



          (a) No failure or delay on the part of Buyer (or its assigns) in
exercising any power, right or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other further exercise thereof or the exercise of
any other power, right or remedy. The rights and remedies herein provided
shall be cumulative and nonexclusive of any rights or remedies provided by law.
Any




19










 



waiver of this Agreement shall be effective only in the specific instance
and for the specific purpose for which given.


          (b) No provision of this Agreement may be amended, supplemented, modified
or waived except in writing signed by each Originator and Buyer and, to the
extent required under the Purchase Agreement, the Agent and the Financial
Institutions or the Required Financial Institutions.



          Section 7.2 Notices. All communications and notices provided for
hereunder shall be in writing (including bank wire, telecopy or electronic
facsimile transmission or similar writing) and shall be given to the other
parties hereto at their respective addresses or telecopy numbers set forth on
the signature pages hereof or at such other address or telecopy number as such
Person may hereafter specify for the purpose of notice to each of the other
parties hereto. Each such notice or other communication shall be effective (i)
if given by telecopy, upon the receipt thereof, (ii) if given by mail, three
(3) Business Days after the time such communication is deposited in the mail
with first class postage prepaid or (iii) if given by any other means, when
received at the address specified in this Section 7.2.



          Section 7.3 Protection of Ownership Interests of Buyer.



          (a) Each Originator agrees that from time to time, at its expense, it will
promptly execute and deliver all instruments and documents, and take all
actions, that may be necessary or desirable, or that Buyer (or its assigns) may
request, to perfect, protect or more fully evidence the interests of the Buyer
hereunder and the Purchaser Interests under the Purchase Agreement, or to
enable Buyer (or its assigns) to exercise and enforce their rights and remedies
hereunder. Upon the occurrence and during the continuation of an Amortization
Event, Buyer (or its assigns) may, at such Originator’s sole cost and expense,
direct such Originator to notify the Obligors of Receivables of the ownership
interests of Buyer under this Agreement and may also direct that payments of
all amounts due or that become due under any or all Receivables be made
directly to Buyer or its designee.



          (b) If any Originator fails to perform any of its obligations hereunder,
Buyer (or its assigns) may (but shall not be required to) perform, or cause
performance of, such obligation, and Buyer’s (or such assigns’) costs and
expenses incurred in connection therewith shall be payable by such Originator
as provided in Section 6.2. Each Originator irrevocably authorizes Buyer (and
its assigns) at any time and from time to time in the sole discretion of Buyer
(or its assigns), and appoints Buyer (and its assigns) as its
attorney(ies)-in-fact, to act on behalf of such Originator (i) to file
financing statements identifying such Originator as debtor or seller necessary
or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to
maintain the perfection and priority of the interest of Buyer in the
Receivables and (ii) to file a carbon, photographic or other reproduction of
this Agreement or any financing statement with respect to the Receivables as a
financing statement in such offices as Buyer (or its assigns) in their sole
discretion deem necessary or desirable to perfect and to maintain the
perfection and priority of Buyer’s interests in the Receivables. This
appointment is coupled with an interest and is irrevocable.



20






 


          Section 7.4 Confidentiality.



          (a) Each Originator shall maintain and shall cause each of its employees
and officers to maintain the confidentiality of this Agreement and the other
confidential proprietary information with respect to the Agent and Jupiter and
their respective businesses obtained by it or them in connection with the
structuring, negotiating and execution of the transactions contemplated herein,
except that such Originator and its officers and employees may disclose such
information to such Originator’s external accountants and attorneys and as
required by any applicable law or order of any judicial or administrative
proceeding (including, without limitation, filings required to be made with the
Securities and Exchange Commission and disclosures required to be made to
regulators and investors). Anything herein to the contrary notwithstanding,
each Originator, 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.



          (b) Anything herein to the contrary notwithstanding, each Originator
hereby consents to the disclosure of any nonpublic information with respect to
it (i) to Buyer, the Agent, the Financial Institutions or Jupiter by each
other, (ii) by Buyer, the Agent or the Purchasers to any prospective or actual
assignee or participant of any of them or (iii) by the Agent to any rating
agency, Commercial Paper dealer or provider of a surety, guaranty or credit or
liquidity enhancement to Jupiter or any entity organized for the purpose of
purchasing, or making loans secured by, financial assets for which Bank One, NA
acts as the administrative agent and to any officers, directors, employees,
outside accountants and attorneys of any of the foregoing. In addition, the
Purchasers and the Agent may disclose any such nonpublic information pursuant
to any law, rule, regulation, direction, request or order of any judicial,
administrative or regulatory authority or proceedings (whether or not having
the force or effect of law).



          Section 7.5 Bankruptcy Petition. The Originators and Buyer each hereby
covenants and agrees that, prior to the date that is one year and one day after
the payment in full of all outstanding senior Indebtedness of Jupiter, it will
not institute against, or join any other Person in instituting against, Jupiter
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.



          Section 7.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS (INCLUDING, BUT
NOT LIMITED TO, 735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD
TO CONFLICT OF LAW PROVISIONS) EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE
PURCHASERS’ SECURITY INTEREST IN THE PURCHASER INTERESTS IS GOVERNED



21






 


BY THE LAW OF ANOTHER STATE, AS REQUIRED BY THE LAWS OF THE STATE OF
ILLINOIS.


          Section 7.7 CONSENT TO JURISDICTION. EACH ORIGINATOR HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH
PERSON PURSUANT TO THIS AGREEMENT AND EACH ORIGINATOR HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN
SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST
ANY ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
PROCEEDING BY ANY ORIGINATOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE OF
ANY SUCH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT
EXECUTED BY SUCH ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN
A UNITED STATES FEDERAL COURT OR AN ILLINOIS STATE COURT SETTING IN CHICAGO,
ILLINOIS.



          Section 7.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY

ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER
OR THEREUNDER.



          Section 7.9 Integration; Binding Effect; Survival of Terms.



          (a) This Agreement, the Subordinated Notes and each Collection Account
Agreement contain the final and complete integration of all prior expressions
by the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.



          (b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns (including
any trustee in bankruptcy). This Agreement shall create and constitute the
continuing obligations of the parties hereto in accordance with its terms and
shall remain in full force and effect until terminated in accordance with its
terms; provided, however, that the rights and remedies with respect to (i) any
breach of any representation and warranty made by an Originator pursuant to
Article II, (ii) the indemnification and payment provisions of Article VI, and
Section 7.5 shall be continuing and shall survive any termination of this
Agreement.



22






 


          Section 7.10 Counterparts; Severability; Section References. This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall
constitute one and the same Agreement. Any provisions of this Agreement which
are prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. Unless
otherwise expressly indicated, all references herein to “Article,” “Section,”
“Schedule” or “Exhibit” shall mean articles and sections of, and schedules and
exhibits to, this Agreement.



          Section 7.11 Amendment and Restatement. Upon the satisfaction of the
conditions precedent set forth in Section 3.1, (a) this Agreement shall amend
and restate in its entirety the Original Receivables Sale Agreement but shall
not constitute a novation thereof, and (b) each reference to the Original
Receivables Sale Agreement in the Transaction Documents, the Purchase Agreement
and any other document, instrument or agreement delivered in connection
therewith shall mean and be a reference to this Agreement.



23






 


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.



	 	 	 	 	 
	 	 	INSIGHT DIRECT USA, INC., as an
Originator
	 	 	 	 	 
	 	 	
By:
	/s/ P. Robert Moya
	 	 	
 
	

	 	 	
Name:		P. Robert Moya
	 	 	
Title:	 	Executive Vice
President and Secretary
	 	 	 	 	 
	 	 	
Address:
	c/o Insight Enterprises, Inc.
	 	 	 	 	1305 W. Auto Drive
	 	 	 	 	Tempe, Arizona 85284
	 	 	
Attention:
	General Counsel and Chief
Financial Officer
	 	 	
Fax:
	 	(480) 760-7162 and (480) 760-7003
	 	 	 	 	 
	 	 	INSIGHT PUBLIC SECTOR, INC., as an
Originator
	 	 	 	 	 
	 	 	
By:
	 	/s/ P. Robert Moya
	 	 	
 
	

	 	 	
Name:	 	P. Robert Moya
	 	 	
Title:	 	Executive Vice
President and Secretary
	 	 	 	 	 
	 	 	
Address:
	c/o Insight Enterprises, Inc.
	 	 	 	 	1305 W. Auto Drive
	 	 	 	 	Tempe, Arizona 85284
	 	 	
Attention:
	General Counsel and Chief
Financial Officer
	 	 	
Fax:
	 	(480) 760-7162 and (480) 760-7003



Signature Page to

Amended and Restated Receivables Sale Agreement



 






 






	 	 	 	 	 
	 	 	INSIGHT RECEIVABLES, LLC, as Buyer
	 	 	 	 	 
	 	 	
By:
	 	Insight Receivables Holding, LLC,

its sole member
	 	 	 	 	 
	 	 	
By:
	 	/s/ P. Robert Moya


	 	 	
Name:	 	P. Robert Moya
	 	 	
Title:	 	Executive Vice
President and Secretary
	 	 	 	 	 
	 	 	
Address:
	 	444 Scott Drive
	 	 	 	 	Bloomingdale, IL 60108
	 	 	
Copy to:
	 	Insight Receivables, LLC
	 	 	 	 	6820 South Harl Avenue
	 	 	 	 	Tempe, AZ 85283
	 	 	
Fax:
	 	(480) 760-7287



Signature Page to

Amended and Restated Receivables Sale Agreement




 






 





CONSENTED TO:



BANK ONE, NA (MAIN OFFICE CHICAGO),

as Agent



	 	 	 
	By:	 	/s/ George S. Wilkins
III


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




Signature Page to

Amended and Restated Receivables Sale Agreement




 






 





Exhibit I



Definitions



          This is Exhibit I to the Agreement (as hereinafter defined). As used in
the Agreement and the Exhibits, Schedules and Annexes thereto, capitalized
terms have the meanings set forth in this Exhibit I (such meanings to be
equally applicable to the singular and plural forms thereof). If a capitalized
term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and
not otherwise defined therein or in this Exhibit I, such term shall have the
meaning assigned thereto in Exhibit I to the Purchase Agreement.



          “Agent” has the meaning set forth in the Preliminary Statements to the
Agreement.



          “Agreement” means the Amended and Restated Receivables Sale Agreement,
dated as of September 3, 2003, among the Originators and Buyer, as the same may
be amended, restated or otherwise modified.



          “Amortization Date” means the earliest to occur of (i) the Facility
Termination Date, (ii) the Business Day immediately prior to the occurrence of
an Amortization Event set forth in Section 5.1(d), (iii) the Business Day
specified in a written notice from Buyer to the Originators following the
occurrence of any other Amortization Event, and (iv) the date which is 30 days
after Buyer’s receipt of written notice from an Originator that it wishes to
terminate the facility evidenced by this Agreement.



          “Amortization Event” has the meaning set forth in Section 5.1 of the
Agreement.



          “Approvals” has the meaning set forth in Section 2.1(a) of the Agreement.



          “Authorized Officer” means, with respect to an Originator, each of its
Treasurer, the Senior Vice President of Insight Direct Worldwide, Inc. or the
Senior Vice President of Finance of Insight Enterprises, Inc.



          “Base Rate” means a rate per annum equal to the prime rate of interest
announced by Bank One, NA (Main Office Chicago) or its parent from time to time
(which is not necessarily the lowest rate charged to any customer), changing
when and as such rate changes.



          “Business Day” means any day on which banks are not authorized or required
to close in New York, New York, Phoenix, Arizona or Chicago, Illinois and The
Depository Trust Company of New York is open for business.



          “Buyer” has the meaning set forth in the preamble to the Agreement.



          “Calculation Period” means, with respect to each Originator, each “Fiscal
Month” (as defined in the Purchase Agreement) or portion thereof of such
Originator which elapses during the term of the Original Receivables Sale
Agreement or the Agreement. The final Calculation Period shall terminate on
the Amortization Date.



Exh. I-1 






 


          “Change of Control” means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 50% or more of the outstanding shares of voting stock of any
Originator.



          “Credit and Collection Policy” means the Originators’ credit and
collection policies and practices relating to Contracts and Receivables
existing on the date hereof and summarized in Exhibit V, as modified from time
to time in accordance with the Agreement.



          “Default Fee” means a per annum rate of interest equal to the sum of (i)
the Base Rate, plus (ii) 2% per annum.



          “Dilutions” means, at any time, the aggregate amount of reductions or
cancellations described in Section 1.3(a) of the Agreement.



          “Discount Factor” means a percentage calculated to provide Buyer with a
reasonable return on its investment in the Receivables after taking account of
(i) the time value of money based upon the anticipated dates of collection of
the Receivables and the cost to Buyer of financing its investment in the
Receivables during such period and (ii) the risk of nonpayment by the Obligors.
The Originators and Buyer may agree from time to time to change the Discount
Factor based on changes in one or more of the items affecting the calculation
thereof, provided that any change to the Discount Factor shall take effect as
of the commencement of a Calculation Period, shall apply only prospectively and
shall not affect the Purchase Price payment in respect of Purchase which
occurred during any Calculation Period ending prior to the Calculation Period
during which the Originators and Buyer agree to make such change.



          “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.



          “Federal Bankruptcy Code” means Title 11 of the United States Code
entitled “Bankruptcy”, as amended and any successor statute thereto.



          “Insight Entity” has the meaning set forth in Section 4.1(h) of the
Agreement.



          “Intended Characterization” means, for income tax purposes, the
characterization of the acquisition by the Purchasers of Purchaser Interests
under the Purchase Agreement as a loan or loans by the Purchasers to Buyer
secured by the Receivables, the Related Security and the Collections.



          “Jupiter” has the meaning set forth in the Preliminary Statements to the
Agreement.



          “Material Adverse Effect” means a material adverse effect on (i) the
financial condition or operations of any Originator and its Subsidiaries taken
as a whole, (ii) the ability of any Originator to perform its obligations under
the Agreement or any other Transaction



Exh. I-2 






 


Document, (iii) the legality, validity or enforceability of the Agreement
or any other Transaction Document, (iv) any Originator’s, Buyer’s, the Agent’s
or any Purchaser’s interest in the Receivables generally or in any significant
portion of the Receivables, the Related Security or Collections with respect
thereto, or (v) the collectibility of the Receivables generally or of any
material portion of the Receivables.


          “Net Worth” means as of the last Business Day of each Calculation Period
preceding any date of determination, the excess, if any, of (a) the aggregate
Outstanding Balance of the Receivables at such time, over (b) the sum of (i)
the Aggregate Capital outstanding at such time, plus (ii) the aggregate
outstanding principal balance of the Subordinated Loans (including any
Subordinated Loan proposed to be made on the date of determination).



          “Original Balance” means, with respect to any Receivable, the Outstanding
Balance of such Receivable on the date it was purchased by Buyer.



          “Original Originators” has the meaning set forth in the Preliminary
Statements to the Agreement.



          “Original Receivables Sale Agreement” has the meaning set forth in the
Preliminary Statements to the Agreement.



          “Originators” has the meaning set forth in the Preliminary Statements to
the Agreement.



          “Potential Amortization Event” means an event which, with the passage of
time or the giving of notice, or both, would constitute an Amortization Event.



          “Purchase” means the purchase under the Agreement by Buyer from each
Originator of the Receivables, the Related Security and the Collections related
thereto, together with all related rights in connection therewith.



          “Purchase Agreement” has the meaning set forth in the Preliminary
Statements to the Agreement.



          “Purchase Price” means, with respect to any Purchase from any Originator
on any date, the aggregate price to be paid by Buyer to such Originator for the
Receivables of such Originator that are the subject of such Purchase in
accordance with Section 1.2 of the Agreement for the Receivables, Collections
and Related Security being sold to Buyer by such Originator on such date, which
price shall equal (i) the product of (x) the Original Balance of such
Receivables, multiplied by (y) one minus the Discount Factor then in effect,
minus (ii) any Purchase Price Credits to be credited against the Purchase Price
otherwise payable to such Originator in accordance with Section 1.3 of the
Agreement.



          “Purchase Price Credit” has the meaning set forth in Section 1.3 of the
Agreement.



          “Purchaser” means Jupiter or a Financial Institution, as applicable.



Exh. I-3 






 


          “Receivable” means the indebtedness and other obligations (other than
indebtedness or obligations constituting Excluded Receivables) owed to each
Originator (at the time it arises, and before giving effect to any transfer or
conveyance under the Agreement) or Buyer (after giving effect to the transfers
under the Agreement) or in which the Buyer or an Originator has a security
interest or other interest, including, without limitation, any such
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 such Originator and 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 such
Originator treats such indebtedness, rights or obligations as a separate
payment obligation.



          “Related Security” means, with respect to any Receivable:




		
	 	     (i) all of the applicable Originator’s interest in the inventory and
goods (including returned or repossessed inventory or goods), if any, the
sale, financing or lease of which by such Originator gave rise to such
Receivable, and all insurance contracts with respect thereto,
	 
	 	     (ii) all other security interests or liens and property subject
thereto from time to time, if any, purporting to secure payment of such
Receivable, whether pursuant to the Contract related to such Receivable
or otherwise, together with all financing statements and security
agreements describing any collateral securing such Receivable,
	 
	 	     (iii) all guaranties, letters of credit, insurance and other
agreements or arrangements of whatever character from time to time
supporting or securing payment of such Receivable whether pursuant to the
Contract related to such Receivable or otherwise,
	 
	 	     (iv) all service contracts and other contracts and agreements
associated with such Receivable,
	 
	 	     (v) all Records related to such Receivable, and
	 
	 	     (vi) all proceeds of any of the foregoing.



          “Required Capital Amount” means, as of any date of determination, an
amount equal to twenty-five million dollars ($25,000,000).



          “Restatement Date” means September 3, 2003, the date of the initial
Purchase under the Agreement.



Exh. I-4 






 


          “Settlement Date” means the 15th day of each month (or if such day is not
a Business Day, the next succeeding Business Day).



          “Subordinated Loan” means each Subordinated Loan made by each Originator
(and by each Original Originator to which it is a successor) to the Buyer
pursuant to the Original Receivables Sale Agreement and made by each Originator
to the Buyer under the Agreement.



          “Subordinated Note” means a promissory note in substantially the form of
Exhibit VI hereto as more fully described in Section 1.2 of the Agreement, as
the same may be amended, restated, supplemented or otherwise modified from time
to time.



          “Subsidiary” of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
or (ii) any partnership, association, limited liability company, joint venture
or similar business organization more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.



          “Transaction Documents” means, collectively, this Agreement, each
Collection Account Agreement, the Subordinated Note and all other instruments,
documents and agreements executed and delivered in connection herewith.



          All accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles. All terms used in
Article 9 of the UCC in any applicable jurisdiction, and not specifically
defined herein, are used herein as defined in such Article 9.



Exh. I-5 






 


Exhibit II



Places of Business; Locations of Records;

Federal Employer Identification Number(s); Other Names




	1.	 	Insight Direct USA, Inc.
	 
	 	 	Chief executive office: 6820 South Harl, Tempe, AZ 85283.
	 
	 	 	Location of records: Corporate records are located at 1305 West Auto
Drive, Tempe, AZ 85284 and 444 Scott Drive, Bloomingdale, IL 60108.
	 
	 	 	Business locations: 10027 S 51st Street, Phoenix, AZ 85044; 375 Front
Street, Suite 225, Columbus, OH 43215 (Franklin County); 20935 Swenson
Drive, Suite 360, Brookfield, WI 53186 (Waukesha County); 3240 University Avenue, Madison, WI 53705 (Dane County); 200 E. Big Beaver
Road, Suite 149, Troy, MI 48083 (Oakland County); 7551 Main Street, Suite
260, Ralston, NE 68127 (Douglas County); 8201 Peters Road, Suite 56,
Plantation, FL 33324; 302 Perimeter Center North, Suite 100, Atlanta, GA
(DeKalb County); 345 Mt. Lebanon Blvd, Pittsburgh, PA 15234 (Allegheny
County); 15301 Dallas Parkway, Addison, TX 75001(Dallas County); 12570
SW 69th Ave. Ste 102, Tigard, OR 97223; 890 Willow Tree Circle, Suite 7,
Cordova, TN 38018 (Shelby County); 2915 Commers Drive, Suite 1500 Egan,
MN (Dakota County); 6 E. Clementon Road, Suite F3, Gibbsboro, NJ (Camden
County); 1419 Northwest 84th Avenue, Miami, FL 33125 (Dade County); 34
Mulberry Street, East Elijay, GA 30539 (Gilmer County); 1600 Hunter
Court, Hanover Park, IL 60103 (DuPage County); 1560 Hunter Road, Hanover
Park, IL 60103 (DuPage County).
	 
	 	 	Prior to 1997, Insight Direct USA, Inc. was located at 2415 S. Roosevelt,
Tempe, AZ 85281; 1817 West 4th Street, Tempe, AZ 85282; 1826 West 4th
Street, Tempe, AZ 85282; and 1912 West 4th Street, Tempe, AZ 85282.
	 
	 	 	Federal Employer Identification Number: 36-3948996
	 
	 	 	Illinois Organizational Number: 57773863
	 
	 	 	Corporate, Partnership Trade and Assumed Names: (i) Insight Direct USA,
Inc. d/b/a Insight, Insight Global Finance and PC Wholesale, (ii)
www.insight.com, (iii) insight.com, (iv) 800-INSIGHT, (v) f/k/a Insight
Distribution Network, Inc., (vi) f/k/a Insight Direct, Inc., (vii) merged
with Comark Corporate Sales, Inc. d/b/a Comark Technology Services,
(viii) merged with Insight Services Corporation d/b/a InsightCo IT
Services, (ix) merged with Comark, Inc. d/b/a PC Wholesale



Exh. II-1 






 



	2.	 	Insight Public Sector, Inc.
	 
	 	 	Chief executive office: 4433 Brookfield Corporate Drive, Suite A,
Chantilly, VA 20151 (Fairfax County).
	 
	 	 	Location of records: Some records are also kept at 444 Scott Dr.,
Bloomingdale, IL 60108.
	 
	 	 	Business locations: 19B Crosby Drive, Ste.230, Bedford, MA 01730;
4433-A Brookfield Corp. Dr., Chantilly, VA 20151; 4545 Fuller Drive, Ste
226, Irving, TX 75038; 218 E. Orange Ave., Lake Wales, FL 33853; Atrium
Office Building 1295 Bandana Blvd. N, Ste 310, St. Paul, MN 55108;
105 W. 5th Avenue Tallahassee, FL 32303; 2502 N. Rocky Point Dr., Suite 200, Tampa, FL
33607; and 12570 SW 69th Ave. Ste 102, Tigard, OR 97223; 100 State
Street, Albany, NY 12207 (Albany County); 244 Knollwood Dr.,
Bloomingdale, IL 60108; 19 Crosby Dr., Ste. 230
Bedford, MA 01730; 16 N. Carroll St., Ste. 310, Madison, WI 53703.
	 
	 	 	Federal Employer Identification Number: 36-3949000
	 
	 	 	Illinois Organizational Number: 57773871
	 
	 	 	Corporate, Partnership Trade and Assumed Names: Merged with Comark
Government and Education Sales, Inc.



Ex. II-2 






 



Exhibit III



Lock-boxes; Collection Accounts; Collection Banks




	 	 	 
	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.).



Exh. III-1 






 




Exhibit IV



Form of Compliance Certificate



          This Compliance Certificate is furnished pursuant to that certain Amended
and Restated Receivables Sale Agreement dated as of September 3, 2003, among
Insight Direct USA, Inc., an Illinois corporation, Insight Public Sector, Inc.,
an Illinois corporation (each an “Originator”) and Insight Receivables, LLC, an
Illinois limited liability company (the “Buyer”) (the “Agreement”).
Capitalized terms used and not otherwise defined herein are used with the
meanings attributed thereto in the Agreement.



          THE UNDERSIGNED HEREBY CERTIFIES THAT:



          1. I am the duly elected      of [Name of Originator].



          2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of [Name of Originator] and its Subsidiaries during the
accounting period covered by the attached financial statements.



          3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes an
Amortization Event or a Potential Amortization Event, as each such term is
defined under the Agreement, during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below.



          4. Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which [Name of Originator] has taken, is taking, or
proposes to take with respect to each such condition or event:



          The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this      day of      , 20     .




	 
	[NAME OF APPLICABLE ORIGINATOR]





	 	 	 
	By:	 	


	Name	 	 




Exh. IV-1 






 



Exhibit V



Credit and Collection Policies



Attached.



Exh. V-1 






 





Exhibit VI



Form of Subordinated Note



SUBORDINATED NOTE



September 3, 2003


          1. Note. FOR VALUE RECEIVED, the undersigned, INSIGHT RECEIVABLES, LLC,
an Illinois limited liability company (“SPV”), hereby unconditionally promises
to pay to the order of [NAME OF APPLICABLE ORIGINATOR], an Illinois corporation
(“Originator”), in lawful money of the United States of America and in
immediately available funds, on the date following the Amortization Date which
is one year and one day after the date on which (i) the Outstanding Balance of
all Receivables sold under the “Sale Agreement” referred to below has been
reduced to zero and (ii) Originator has paid to the Buyer all indemnities,
adjustments and other amounts which may be owed thereunder in connection with
the Purchases (the “Collection Date”), the aggregate unpaid principal sum
outstanding of all “Subordinated Loans” made from time to time by Originator to
SPV pursuant to and in accordance with the terms of that certain Receivables
Sale Agreement dated as of December 31, 2002, as amended and restated by that
certain Amended and Restated Receivables Sale Agreement dated as of September
3, 2003 among Originator, [Names of other Originators] and SPV (as amended,
restated, supplemented or otherwise modified from time to time, the “Sale
Agreement”). Reference to Section 1.2 of the Sale Agreement is hereby made for
a statement of the terms and conditions under which the loans evidenced hereby
have been and will be made. All terms which are capitalized and used herein
and which are not otherwise specifically defined herein shall have the meanings
ascribed to such terms in the Sale Agreement. [This Subordinated Note amends,
restates and consolidates the Subordinated Notes, each dated December 31, 2002,
made by the SPV in favor of each of Insight Direct USA, Inc., Comark Corporate
Sales, Inc., Insight Services Corporation and Comark, Inc., but shall not
constitute a repayment, refinancing or novation thereof.]* [This Subordinated
Note amends and restates the Subordinated Note dated December 31, 2002, made by
the SPV in favor of Comark Government and Education Sales, Inc., but shall not
constitute a repayment, refinancing or novation thereof.]**



          2. Interest. SPV further promises to pay interest on the outstanding
unpaid principal amount hereof from the date hereof until payment in full
hereof at a rate equal to the Base Rate; provided, however, that if SPV shall
default in the payment of any principal hereof, SPV promises to pay, on demand,
interest at the rate of the Base Rate plus 2.00% per annum on any such unpaid
amounts, from the date such payment is due to the date of actual payment.
Interest shall be payable on the first Business Day of each month in arrears;
provided, however, that SPV may elect on the date any interest payment is due
hereunder to defer such payment and



          


* For Subordinated Note payable to Insight Direct USA, Inc.


** For Subordinated Note payable to Insight Public Sector, Inc.


Exh. VI-1 






 





upon such election the amount of interest due but unpaid on such date
shall constitute principal under this Subordinated Note. The outstanding
principal of any loan made under this Subordinated Note shall be due and
payable on the Collection Date and may be repaid or prepaid at any time without
premium or penalty.


          3. Principal Payments. Originator is authorized and directed by SPV to
enter on the grid attached hereto, or, at its option, in its books and records,
the date and amount of each loan made by it which is evidenced by this
Subordinated Note and the amount of each payment of principal made by SPV, and
absent manifest error, such entries shall constitute prima facie evidence of
the accuracy of the information so entered; provided that neither the failure
of Originator to make any such entry or any error therein shall expand, limit
or affect the obligations of SPV hereunder.



          4. Subordination. The indebtedness evidenced by this Subordinated Note is
subordinated to the prior payment in full of all of SPV’s recourse obligations
under that certain Receivables Purchase Agreement dated as of December 31, 2002
by and among SPV, Insight Enterprises, Inc., as Servicer, various “Purchasers”
from time to time party thereto, and Bank One, NA (Main Office Chicago), as the
“Agent” (as amended, restated, supplemented or otherwise modified from time to
time, the “Purchase Agreement”). The subordination provisions contained herein
are for the direct benefit of, and may be enforced by, the Agent and the
Purchasers and/or any of their respective assignees (collectively, the “Senior
Claimants”) under the Purchase Agreement. Until the date on which all
“Capital” outstanding under the Purchase Agreement has been repaid in full and
all other obligations of SPV and/or the Servicer thereunder and under the “Fee
Letter” referenced therein (all such obligations, collectively, the “Senior
Claim”) have been indefeasibly paid and satisfied in full, Originator shall not
demand, accelerate, sue for, take, receive or accept from SPV, directly or
indirectly, in cash or other property or by set-off or any other manner
(including, without limitation, from or by way of collateral) any payment or
security of all or any of the indebtedness under this Subordinated Note or
exercise any remedies or take any action or proceeding to enforce the same;
provided, however, that (i) Originator hereby agrees that it will not institute
against SPV any proceeding of the type described in Section 5.1(d) of the Sale
Agreement unless and until the Collection Date has occurred and (ii) nothing in
this paragraph shall restrict SPV from paying, or Originator from requesting,
any payments under this Subordinated Note so long as SPV is not required under
the Purchase Agreement to set aside for the benefit of, or otherwise pay over
to, the funds used for such payments to any of the Senior Claimants and further
provided that the making of such payment would not otherwise violate the terms
and provisions of the Purchase Agreement. Should any payment, distribution or
security or proceeds thereof be received by Originator in violation of the
immediately preceding sentence, Originator agrees that such payment shall be
segregated, received and held in trust for the benefit of, and deemed to be the
property of, and shall be immediately paid over and delivered to the Agent for
the benefit of the Senior Claimants.



          5. Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the
type described in Section 5.1(d) of the Sale Agreement involving SPV as debtor,
then and in any such event the Senior Claimants shall receive payment in full
of all amounts due or to become due on or in respect of Capital and the Senior
Claim (including “CP Costs” and “Yield” as defined and as accruing under the
Purchase Agreement after the commencement of any such



Exh. VI-2 






 


proceeding, whether or not any or all of such CP Costs or Yield is an
allowable claim in any such proceeding) before Originator is entitled to
receive payment on account of this Subordinated Note, and to that end, any
payment or distribution of assets of SPV of any kind or character, whether in
cash, securities or other property, in any applicable insolvency proceeding,
which would otherwise be payable to or deliverable upon or with respect to any
or all indebtedness under this Subordinated Note, is hereby assigned to and
shall be paid or delivered by the Person making such payment or delivery
(whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee
or otherwise) directly to the Agent for application to, or as collateral for
the payment of, the Senior Claim until such Senior Claim shall have been paid
in full and satisfied.


          6. Amendments. This Subordinated Note shall not be amended or modified
except in accordance with Section 7.1 of the Sale Agreement. The terms of this
Subordinated Note may not be amended or otherwise modified without the prior
written consent of the Agent for the benefit of the Purchasers.



          7. GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT
CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE
STATE OF ILLINOIS. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE
PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS SUBORDINATED NOTE.



          8. Waivers. All parties hereto, whether as makers, endorsers, or
otherwise, severally waive presentment for payment, demand, protest and notice
of dishonor. Originator additionally expressly waives all notice of the
acceptance by any Senior Claimant of the subordination and other provisions of
this Subordinated Note and expressly waives reliance by any Senior Claimant
upon the subordination and other provisions herein provided.



          9. Assignment. This Subordinated Note may not be assigned, pledged or
otherwise transferred to any party without the prior written consent of the
Agent, and any such attempted transfer shall be void.




	 	 	 	 	 
	 	 	INSIGHT RECEIVABLES, LLC
	 	 	 	 	 
	 	 	
By:
	 	Insight Receivables Holding, LLC,
its sole member
	 	 	 	 	 
	 	 	
By:
	 	

	 	 	 	 	Title:




Exh. VI-3 






 


Schedule

to

SUBORDINATED NOTE



SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Unpaid	 	 
	 	 	Subordinated	 	Principal	 	Principal	 	Notation made
	Date	 	Loan	 	Paid	 	Balance	 	by
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	
	 	


	 	

	 	

	 	




Exh. VI-4 






 



Schedule A



List of Documents to be Delivered to Buyer Prior to the Initial Purchase



Attached.



Sch. A-1 






 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I	 	 	 	 
	AMOUNTS AND TERMS	 	 	
2	 
	Section 1.1 Purchase of Receivables
	 	 	
2	 
	Section 1.2 Payment for the Purchase
	 	 	
3	 
	Section 1.3 Purchase Price Credit Adjustments
	 	 	
5	 
	Section 1.4 Payments and Computations, Etc
	 	 	
5	 
	Section 1.5 Transfer of Records
	 	 	
6	 
	Section 1.6 Characterization
	 	 	
6	 
	ARTICLE II	 	 	 	 
	REPRESENTATIONS AND WARRANTIES	 	 	
7	 
	Section 2.1 Representations and Warranties of Originators
	 	 	
7	 
	ARTICLE III	 	 	 	 
	CONDITIONS OF PURCHASE	 	 	10	 
	Section 3.1 Conditions Precedent to Initial Purchase
	 	 	
10	 
	Section 3.2 Conditions Precedent to Subsequent Payments
	 	 	
10	 
	ARTICLE IV	 	 	 	 
	COVENANTS	 	 	
11	 
	Section 4.1 Affirmative Covenants of Originators
	 	 	
11	 
	Section 4.2 Negative Covenants of Originators
	 	 	
14	 
	ARTICLE V	 	 	 	 
	AMORTIZATION EVENTS	 	 	
16	 
	Section 5.1 Amortization Events
	 	 	
16	 
	Section 5.2 Remedies
	 	 	
17	 
	ARTICLE VII	 	 	 	 
	INDEMNIFICATION	 	 	
17	 
	Section 6.1 Indemnities by Originators
	 	 	
17	 
	Section 6.2 Other Costs and Expenses
	 	 	
19	 
	ARTICLE VII	 	 	 	 
	MISCELLANEOUS	 	 	
19	 
	Section 7.1 Waivers and Amendments
	 	 	
19	 
	Section 7.2 Notices
	 	 	
20	 
	Section 7.3 Protection of Ownership Interests of Buyer
	 	 	
20	 
	Section 7.4 Confidentiality
	 	 	
21	 
	Section 7.5 Bankruptcy Petition
	 	 	
21	 



i 






 




	 	 	 	 	 
	 	 	Page
	Section 7.6 CHOICE OF LAW
	 	 	
21	 
	Section 7.7 CONSENT TO JURISDICTION
	 	 	
22	 
	Section 7.8 WAIVER OF JURY TRIAL
	 	 	
22	 
	Section 7.9 Integration; Binding Effect; Survival of Terms
	 	 	
22	 
	Section 7.10 Counterparts; Severability; Section References
	 	 	
23	 
	Section 7.11 Amendment and Restatement
	 	 	
23	 



Exhibits and Schedules




	 	 	 	 	 
	          EXHIBIT I	 	
—
	 	Definitions
	 	 	 	 	 
	          EXHIBIT II	 	
—
	 	Principal Place of Business; Location(s) of Records;
Federal Employer Identification Number; Other Names
	 	 	 	 	 
	          EXHIBIT III	 	
—
	 	Lock-Boxes; Collection Accounts; Collection Banks
	 	 	 	 	 
	          EXHIBIT IV	 	
—
	 	Form of Compliance Certificate
	 	 	 	 	 
	          EXHIBIT V	 	
—
	 	Credit and Collection Policy
	 	 	 	 	 
	          EXHIBIT VI	 	
—
	 	Form of Subordinated Note
	 	 	 	 	 
	          SCHEDULE A	 	
—
	 	List of Documents to Be Delivered to Buyer Prior to
the Initial Purchase





ii