EX-10.1






Exhibit 10.1




THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS

AND REAFFIRMATION AGREEMENT




This THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS AND REAFFIRMATION AGREEMENT, dated as of March
23, 2018 (this “Amendment and Reaffirmation”), is entered into by and among CALENCE, LLC, a
Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation, INSIGHT
PUBLIC SECTOR, INC., an Illinois corporation (each a “Reseller” and collectively, the
“Resellers”), INSIGHT ENTERPRISES, INC., a Delaware corporation (“Parent
Guarantor”), INSIGHT CANADA HOLDINGS, INC., f/k/a Insight Canada, Inc., INSIGHT NORTH AMERICA,
INC., INSIGHT DIRECT WORLDWIDE, INC., INSIGHT RECEIVABLES HOLDING, LLC and INSIGHT TECHNOLOGY
SOLUTIONS, INC. (collectively, the “Subsidiary Guarantors” and, together with the Resellers
and the Parent Guarantor, the “Reaffirming Parties”), WELLS FARGO CAPITAL FINANCE, LLC,
successor by merger to Castle Pines Capital LLC, a Delaware limited liability company as
Administrative Agent, Collateral Agent, Syndication Agent, and Administrative Agent
(“WFCF”, or the “Agent” as the context may require). Capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Existing Credit Agreement
(as defined below).



WHEREAS, the Resellers, the Lenders and the Agent have entered into the Second Amended and
Restated Credit Agreement dated as of June 23, 2016 (as the same may have been amended,
supplemented or otherwise modified prior to the date hereof, the “Existing Credit
Agreement”);



WHEREAS, Parent Guarantor and WFCF have entered into the Amended and Restated Parent Guaranty
dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior
to the date hereof, the “Parent Guaranty”);



WHEREAS, the Subsidiary Guarantors and WFCF have entered into the Amended and Restated
Subsidiary Guaranty dated as of April 26, 2012 (as the same has been amended, supplemented or
otherwise modified prior to the date hereof, the “Subsidiary Guaranty”, and together with
the Parent Guaranty, the “Reaffirmed Guaranties”);



WHEREAS, this Amendment and Reaffirmation is being executed and delivered pursuant to Section
17.2 of the Existing Credit Agreement; and



WHEREAS, the Parent Guarantor and Subsidiary Guarantors wish to reaffirm the terms and
conditions of the Reaffirmed Guaranties to which they are a party.



NOW, THEREFORE, in consideration of the premises set forth above, the parties hereto hereby
agree as follows:




	 	1.	 	Amendment to Exhibit A. Subject to the satisfaction of the
conditions set forth in Section 5 below, Exhibit A of the Existing Credit Agreement
is deleted in its entirety and replaced with the Exhibit A attached to this
Amendment and Reaffirmation.






	 	2.	 	Amendments to Exhibit B. Subject to the satisfaction of the
conditions set forth in Section 5 below, the parties hereby agree to the following
amendments to Exhibit B and the preamble, as applicable, to the Existing Credit
Agreement:






A. The definition of “Administrative Agents” is amended by replacing the current
definition with the following new definition:




“Administrative Agent – means Wells Fargo Capital Finance, LLC, a Delaware
limited liability company, in its capacity as an Administrative Agent under this
Agreement, and its successors and assigns in such capacity.”




B. The definition of “Aggregate Channel Finance Loan Facility Limit” is amended by
replacing (1) the words “Three Hundred Twenty-Five Million Dollars” with “Four
Hundred Million Dollars”, and (2) the parenthetical dollar amount “($325,000,000)”,
with “($400,000,000)”.




C. The definition, “Commitment” is amended by replacing the last sentence thereof
with the following: “The aggregate amount of the Commitments on the Third Amendment
Effective Date is $400,000,000”




D. The defined term “CPC” is amended by replacing “CPC” with “WFCF”.




E. The definition “Reseller(s)” in Exhibit B to the Existing Credit Agreement is
amended by replacing the existing definition with the following new definition:




“Reseller(s) – means Calence, LLC, a Delaware limited liability company,
Insight Direct USA, Inc., an Illinois corporation, Insight Public Sector, Inc., an
Illinois corporation.”




F. The following definition is added to Exhibit B of the Existing Credit Agreement
in the appropriate alphabetical order therein:




“Third Amendment Effective Date’ means March 23, 2018.”




	 	3.	 	Amendment to clause (a) of Section 3.3. Subject to the
satisfaction of the conditions set forth in Section 5 below, the parties hereby
agree to amend clause (a) of Section 3.3 of the Existing Credit Agreement by
replacing the dollar amount “$25,000,000”in the third sentence, with “$0”.






	 	4.	 	Reaffirmation of Reaffirmed Guaranties. Without in any way
establishing a course of dealing by the Agent or any Lender, the Parent Guarantor
and Subsidiary Guarantors reaffirm the terms and conditions of the Reaffirmed
Guaranties to which they are a party and acknowledge and agree that the Reaffirmed
Guaranties remain in full force and effect and are hereby reaffirmed, ratified and
confirmed. Each Reaffirming Party represents and warrants that each representation
and warranty made by such Reaffirming Party in each Reaffirmed Guaranty to which it
is a party is true and correct on and as of the date hereof in all material
respects (except to the extent such representation and warranty expressly relates
to an earlier date, in which case such representation and warranty was true and
correct in all material respects as of such earlier date).






	 	5.	 	Conditions of Effectiveness. The effectiveness of this
Amendment and Reaffirmation is subject to the following conditions precedent:






(a) the Agent shall have received counterparts of this Amendment and Reaffirmation
duly executed by the Resellers, the Parent Guarantor, the Subsidiary Guarantors and
the Lenders required to execute and deliver this Amendment and Reaffirmation in
order to give effect hereto;




(b) the Agent shall have received such Secretary Certificates and Resolutions of
the Loan Parties as are customary for transactions of this type;




(c) the Agent shall have received current UCC searches for each Loan Party in such
Loan Party’s state of organization, as follows (a) Insight Canada Holdings, Inc.,
Insight Direct Worldwide, Inc., and Insight North America, Inc., Arizona; (b)
Calence, LLC, Insight Enterprises, Inc., and Insight Technology Solutions, Inc.,
Delaware; and (c) Insight Public Sector, Inc., Insight Direct USA, Inc., and Insight
Receivables Holding, LLC, Illinois; and




(d) Resellers shall have paid all documented out-of-pocket expenses and reasonable
attorney fees incurred by the Agent in connection with the transactions evidenced by
this Amendment and Reaffirmation to the extent invoiced prior to the Third Amendment
Effective Date.




	 	6.	 	Effect on the Existing Credit Agreement.






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




(b) Except as expressly set forth herein, (i) the execution, delivery and
effectiveness of this Amendment and Reaffirmation shall neither operate as a waiver
of any rights, power or remedy of the Agents or the Lenders under the Existing
Credit Agreement or any other documents executed in connection with the Existing
Credit Agreement, nor constitute a waiver of any provision of the Existing Credit
Agreement nor any other document executed in connection therewith and (ii) the
Existing Credit Agreement and all other documents, instruments and agreements
executed and/or delivered in connection therewith and are hereby ratified and
confirmed.




	 	7.	 	Governing Law. This Amendment and Reaffirmation shall be
construed in accordance with and governed by the law of the State of New York.






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






	 	9.	 	Counterparts. This Amendment and Reaffirmation may be executed
in any number of counterparts and by one or more of the parties hereto on any
number of separate counterparts and all of said counterparts taken together shall
be deemed to constitute one and the same agreement. This Amendment and
Reaffirmation shall become effective upon the execution of a counterpart hereof by
each of the parties hereto. Delivery of an executed counterpart of a signature
page of this Amendment and Reaffirmation by telecopy, e-mailed .pdf or any other
electronic means that reproduces an image of the actual executed signature page
shall be effective as delivery of a manually executed counterpart of this Amendment
and Reaffirmation.






	 	10.	 	Consent to Amendment of Intercreditor Agreement. By its
signature below, each Lender party hereto hereby consents to the amendment of the
JPMorgan Bank Intercreditor Agreement to permit the increase in the Aggregate
Channel Finance Loan Facility Limit as contemplated herein.





Remainder of page intentionally left blank.




IN WITNESS WHEREOF, this Amendment and Reaffirmation has been duly executed and
delivered on the date first above written.




CALENCE, LLC, as a Reseller




By: /s/ Lynn Willden—

Name: Lynn Willden

Title: Treasurer





INSIGHT DIRECT USA, INC., as a Reseller




By: /s/ Lynn Willden—

Name: Lynn Willden

Title: Treasurer





INSIGHT PUBLIC SECTOR, INC., as a Reseller




By: /s/ Lynn Willden—

Name: Lynn Willden

Title:





INSIGHT ENTERPRISES, INC., as Parent Guarantor




By: /s/ Lynn Willden—

Name: Lynn Willden

Title: Treasurer





INSIGHT CANADA HOLDINGS, INC., as Subsidiary
Guarantor




By: /s/ Lynn Willden—

Name: Lynn Willden

Title: Treasurer





INSIGHT NORTH AMERICA, INC., as Subsidiary Guarantor




By: /s/ Lynn Willden—

Name: Lynn Willden

Title: Treasurer




Signatures continue on next page.




INSIGHT DIRECT WORLDWIDE, INC., as Subsidiary
Guarantor




By: /s/ Lynn Willden—

Name: Lynn Willden

Title: Treasurer





INSIGHT RECEIVABLES HOLDING, LLC, as Subsidiary




Guarantor




By: /s/ Lynn Willden—

Name: Lynn Willden

Title: Treasurer





INSIGHT TECHNOLOGY SOLUTIONS, INC., as Subsidiary
Guarantor




By: /s/ Lynn Willden—

Name: Lynn Willden

Title: Treasurer




Signatures continue on next page.



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ACKNOWLEDGED AND AGREED:



WELLS FARGO CAPITAL FINANCE, LLC





as Administrative Agent, Collateral Agent and as a Lender



By: /s/ John Hanley—

Name: John Hanley

Title: Senior Vice President







































































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BRANCH BANKING AND TRUST COMPANY,





as a Lender,



By: /s/ Vicount Cornwall

Name: Vicount Cornwall

Title: Senior Vice President



















































































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BANK OF AMERICA, N.A.,





as a Lender,



By: /s/ Alain Pelanne

Name: Alain Pelanne

Title: Vice President



















































































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ZB, N.A. dba NATIONAL BANK OF ARIZONA,





as a Lender,



By: /s/ Sabina Aaronson

Name: Sabina Aaronson

Title: Vice President





















































































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BANK OF THE WEST,





as a Lender,



By: /s/ Scott Bruni

Name: Scott Bruni

Title: Vice President



















































































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BOKF, NA d/b/a BANK OF ARIZONA,





as a Lender,



By: /s/ James Wessel

Name: James Wessel

Title: Senior Vice President





















































































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COMERICA BANK,





as a Lender,



By: /s/ Joel Makolin

Name: Joel Makolin

Title: Vice President




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EXHIBIT A

LENDERS’ FACILITIES AND PRO-RATA SHARES




	 	 	 	 	 	 	 	 	 
	 	 	Channel Finance Loan	 	 
	Lender	 	Facility	 	Pro-Rata Shares
	Wells Fargo Capital Finance LLC

	 	$	238,153,846.15	 	 	 	59.54	%
	 

	 	 	 	 	 	 	 	 
	Bank of America, N.A.

	 	$	43,076,923.08	 	 	 	10.77	%
	 

	 	 	 	 	 	 	 	 
	National Bank of Arizona

	 	$	30,769,230.77	 	 	 	7.69	%
	 

	 	 	 	 	 	 	 	 
	Bank of the West

	 	$	27,692,307.70	 	 	 	6.92	%
	 

	 	 	 	 	 	 	 	 
	BOKF, NA d/b/a Bank of Arizona

	 	$	20,923,076.92	 	 	 	5.23	%
	 

	 	 	 	 	 	 	 	 
	Branch Bank & Trust

	 	$	20,923,076.92	 	 	 	5.23	%
	 

	 	 	 	 	 	 	 	 
	Comerica Bank

	 	$	18,461,538.46	 	 	 	4.62	%
	 

	 	 	 	 	 	 	 	 
	All Lenders

	 	$	400,000,000	 	 	 	100.000	%
	 

	 	 	 	 	 	 	 	 







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