EX-10.2






Exhibit 10.2




AMENDMENT NO. 2 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




THIS AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is being executed and delivered as of March 13, 2018 by and among Insight
Enterprises, Inc., a Delaware corporation (the “Company”), Insight Direct (UK) Ltd., a
company organized under the laws of England (the “UK Borrower”), Insight Enterprises B.V.,
a besloten vennootschap met beperkte aansprakelijkheid, incorporated under the laws of The
Netherlands (the “Dutch Borrower” and, collectively with the Company and the UK Borrower,
the “Borrowers”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) under the Credit Agreement described below, and the Lenders party
hereto. All capitalized terms used herein without definition shall have the same meanings as set
forth in the below-defined Credit Agreement.



W I T N E S S E T H:




WHEREAS, the Borrowers, the Lenders, and the Administrative Agent are party to that certain
Fourth Amended and Restated Credit Agreement, dated as of June 23, 2016 (as amended, restated,
supplemented or otherwise modified from time to time prior to the date hereof, the “Existing
Credit Agreement”, and as amended hereby, the “Credit Agreement”);



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



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



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



1. Amendment. Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, Section 6.01(s) of the Existing Credit Agreement is hereby amended in its
entirety as follows:



(s) Indebtedness outstanding under the Channel Finance Credit
Agreement, so long as the aggregate outstanding principal amount
thereof at no time exceeds $400,000,000;



2. Condition of Effectiveness. The effectiveness of this Amendment is subject to the
following conditions precedent:



(a) the Administrative Agent shall have received counterparts of this Amendment duly executed
by the Borrowers and the Required Lenders;



(b) the Administrative Agent shall have received the executed counterpart of the below-defined
Intercreditor Amendment duly executed by the Channel Finance Collateral Agent; and



(c) all of the Administrative Agent’s reasonable and documented accrued costs, fees and
out-of-pocket expenses through the date hereof, in each case owing by the Borrowers to the
Administrative Agent and invoiced prior to the date hereof shall have been fully paid.



3. Consent to Enter Into Amendment No. 3 to Channel Finance Intercreditor Agreement.
Each Lender party hereto hereby authorizes the Administrative Agent on the date hereof to enter
into Amendment No. 3 to Amended and Restated Intercreditor Agreement (the “Intercreditor
Amendment”), dated as of the date hereof, between the Administrative Agent and the Channel
Finance Collateral Agent in the form attached hereto as Exhibit A and to take all actions
with respect to the Channel Finance Intercreditor Agreement (as amended), as contemplated under the
Loan Documents or thereunder.



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



5. Effect on the Credit Agreement.



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



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



(c) Each Borrower affirms its duties and obligations under each Loan Document to which it is a
party



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



7. Costs and Expenses. The Company agrees to pay all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with the preparation,
negotiation and execution of this Amendment to the extent provided in Section 11.03 of the Credit
Agreement.



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



9. Counterparts. This Amendment may be executed by one or more of the parties on any
number of separate counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A facsimile copy or other electronic image (e.g., “PDF” or
“TIF” via electronic mail) of any signature hereto shall have the same effect as the original
thereof.



10. No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Amendment. In the event an ambiguity or question of intent or
interpretation arises, this Amendment shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Amendment.



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




INSIGHT ENTERPRISES, INC.,


as the Company




By:/s/ Lynn Willden      

Name: Lynn Willden

Title: SVP, Treasury & Tax





INSIGHT DIRECT (UK), LTD.,


as the UK Borrower




By:/s/ Glynis Bryan      

Name: Glynis Bryan

Title: Global CFO and Director





INSIGHT ENTERPRISES B.V.,


as the Dutch Borrower




By:/s/ Russell
Leighton      




	 	 	Name: Russell Leighton






Title: SVP Finance and Operations



1




JPMORGAN CHASE BANK, N.A., as a Lender, as the Issuing Bank




and as Administrative Agent




By:/s/ Caitlin A. Stewart      

Name: Caitlin Stewart

Title: Executive Director




	 	 	 
	DTTP number:

	 	13/M/268710/DTTP
	Jurisdiction of

tax residence:

	 	

USA






2





WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender




By:/s/ Corey Saba Basha      

Name: Corey Saba Basha

Title: Senior Vice President




	 	 	 
	DTTP number:

	 	13/W/61173/DTTP
	Jurisdiction of

tax residence:

	 	

USA






3





PNC BANK, NATIONAL ASSOCIATION,


as a Lender




By:/s/ Philip K. Liebscher      

Name: Philip K. Liebscher

Title: Senior Vice President




	 	 	 
	DTTP number:

	 	13/P/63904/DTTP
	Jurisdiction of

tax residence:

	 	

USA






4





HSBC BANK USA, NATIONAL ASSOCIATION,


as a Lender




By:/s/ Matthew J. Simpson      

Name: Matthew J. Simpson

Title: Associate Relationship Manager




	 	 	 
	DTTP number:

	 	13/H/314375/DTTP
	Jurisdiction of

tax residence:

	 	

USA






5





THE BANK OF TOKYO MITSUBISHI UFJ, LTD.,


as a Lender




By:/s/ Matthew Antioco      

Name: Matthew Antioco

Title: Director




	 	 	 
	DTTP number:

	 	43/B/322072/DTTP
	Jurisdiction of

tax residence:

	 	

Japan






6





U.S. BANK NATIONAL ASSOCIATION, as a Lender




By:/s/ Matt S. Scullin      

Name: Matt S. Scullin

Title: Vice President




	 	 	 
	DTTP number:

	 	13/U/62184/DTTP
	Jurisdiction of

tax residence:

	 	

USA






7





BOKF, NA, d/b/a Bank of Arizona,


as a Lender




By:/s/ James Wessel      

Name: James Wessel

Title: Senior Vice President




	 	 	 
	DTTP number:

	 	13/A/356518/DTTP
	Jurisdiction of

tax residence:

	 	

USA






8





EXHIBIT A



AMENDMENT NO. 3 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT




This Amendment No. 3 to Amended and Restated Intercreditor Agreement (this
“Amendment”) is made as of [      ], 2018, by and between JPMorgan Chase Bank, National
Association, as Bank Agent (in such capacity, the “Bank Agent”), and Wells Fargo Capital
Finance, LLC (formerly known as Wells Fargo Foothill, LLC) as Floorplan Collateral Agent (in such
capacity, the “Floorplan Collateral Agent”). Capitalized terms used herein but not
otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor
Agreement (defined below).



RECITALS




A. The Bank Agent and the Floorplan Collateral Agent are parties to that certain Amended and
Restated Intercreditor Agreement, dated as of April 26, 2012 (as amended, restated, supplemented or
otherwise modified from time to time, the “Intercreditor Agreement”), between the Bank
Agent and the Floorplan Collateral Agent and acknowledged by Insight Enterprises, Inc.



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



AGREEMENT




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



1. Amendment. Subject to satisfaction of the condition precedent set forth in
Section 2 below, Section 5.3(c) of the Intercreditor Agreement is hereby amended to
delete therefrom the amount “$350,000,000” and to substitute therefor the following amount:
“$400,000,000”.



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



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



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



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



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



[Signature Pages Follow]IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to Amended and Restated Intercreditor Agreement to be executed as of the date first
written above.




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
Bank Agent




By:

Name:

Title:




9




WELLS FARGO CAPITAL FINANCE, LLC (formerly known




as WELLS FARGO FOOTHILL, LLC), as Floorplan
Collateral Agent




By:

Name:

Title:





10