EX-10.1






EXHIBIT 10.1




OMNIBUS AMENDMENT




THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of June 27, 2018 (the
“Effective Date”), is entered into among INSIGHT RECEIVABLES, LLC (“Insight
Receivables”), INSIGHT DIRECT USA, INC. (“Insight Direct”), INSIGHT PUBLIC SECTOR, INC.
(“Insight Public”), INSIGHT ENTERPRISES, INC. (“Insight” and the
“Servicer”), GOTHAM FUNDING CORPORATION (a “Conduit” or a “Purchaser”),
MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., individually (“MUFG” or a
“Purchaser”) and as Managing Agent for the Gotham Purchaser Group, and WELLS FARGO BANK,
NATIONAL ASSOCIATION, individually (“WFB” or a “Purchaser”) and as agent for the
Purchasers (in such capacity, the “Agent”). Capitalized terms used herein but not defined
herein shall have the meanings provided in the Receivables Purchase Agreement defined below.



WHEREAS, Insight Receivables, the Servicer, the Purchasers, the Managing Agents and the Agent
are parties to that certain Receivables Purchase Agreement dated as of December 31, 2002 (as
amended, restated, supplemented or otherwise modified from time to time prior to the date hereof,
the “Receivables Purchase Agreement”);



WHEREAS, the parties to the Receivables Purchase Agreement wish to amend the Receivables
Purchase Agreement on the terms and conditions hereinafter set forth;



WHEREAS, Insight Direct, Insight Public, and Insight Receivables are parties to that certain
Amended and Restated Receivables Sale Agreement dated as of September 3, 2003 (as amended,
restated, supplemented or otherwise modified from time to time prior to the date hereof, the
“Receivables Sale Agreement”); and



WHEREAS, the parties to the Receivables Sale Agreement wish to amend the Receivables Sale
Agreement on the terms and conditions hereinafter set forth.



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



Section 1. Amendments to Receivables Purchase Agreement. Subject to the
fulfillment of the conditions precedent set forth in Section 3 below, the Receivables
Purchase Agreement is hereby amended as follows:




1.1. All references in the Receivables Purchase Agreement to “The Bank of
Tokyo-Mitsubishi UFJ, Ltd.” are hereby replaced with “MUFG Bank, Ltd. f/k/a The Bank of
Tokyo-Mitsubishi UFJ, Ltd.”, and all references in the Receivables Purchase Agreement to
“BTMU” are hereby replaced with “MUFG”.




1.2. Section 7.1(a) of the Receivables Purchase Agreement is hereby amended (a) to add
to clause (i) thereof a requirement for internally-prepared unaudited annual financial
statements of the Seller prepared in accordance with GAAP to be delivered simultaneously
with the audited financial statements of the Servicer, (b) to add to clause (ii) thereof a
subheading, “Quarterly Reporting” and (c) to delete from clause (ii) thereof any
requirement for quarterly unaudited financial statements (including any balance sheet or
statement of income) of the Seller.




1.3. The following new Section 14.17 is hereby added to the Receivables Purchase
Agreement:




Section 14.17 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Transaction
Document or in any other agreement, arrangement or understanding among any such
parties, each party hereto acknowledges that any liability of any EEA Financial
Institution arising under any Transaction Document, to the extent such liability is
unsecured, may be subject to the Write-Down and Conversion Powers of an EEA
Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by: (a) the application of any Write-Down and Conversion Powers by an EEA
Resolution Authority to any such liabilities arising hereunder which may be payable
to it by any party hereto that is an EEA Financial Institution; and (b) the effects
of any Bail-in Action on any such liability, including, if applicable: (i) a
reduction in full or in part or cancellation of any such liability; (ii) a
conversion of all, or a portion of, such liability into shares or other instruments
of ownership in such EEA Financial Institution, its parent undertaking, or a bridge
institution that may be issued to it or otherwise conferred on it, and that such
            shares or other instruments of ownership will be accepted by it in lieu of any
rights with respect to any such liability under this Agreement or any other
Transaction Document; or (iii) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of any EEA
Resolution Authority.




1.4. The definition of “Receivable” in Exhibit I to the Receivables Purchase Agreement
is hereby amended and restated in its entirety to read as follows:




“Receivable” means all indebtedness and other obligations (other than
(i) indebtedness or obligations constituting Excluded Receivables and (ii)
indebtedness or obligations owing from a Specified Obligor listed on a tab to a
Monthly Report setting forth invoices outstanding from Specified Obligors or a
separate written notice delivered to the Managing Agents containing such
information) owed to Seller or any Originator (at the time it arises, and before
giving effect to any transfer or conveyance under this Agreement) or in which Seller
or such Originator has a security interest or other interest, including, without
limitation, any indebtedness, obligation or interest constituting an account,
chattel paper, instrument or general intangible, arising in connection with the sale
or licensing of goods or general intangibles (such as software), or the rendering of
services by the applicable Originator, and further includes, without limitation, the
obligation to pay any Finance Charges with respect thereto. Indebtedness and other
rights and obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations represented by an
individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from any
other transaction; provided, that any indebtedness, rights or obligations
referred to in the immediately preceding sentence shall be a Receivable regardless
of whether the account debtor or Seller treats such indebtedness, rights or
obligations as a separate payment obligation.




1.5. The definition of “Stated Termination Date” in Exhibit I to the Receivables
Purchase Agreement is hereby amended and restated in its entirety to read as follows:




“Stated Termination Date” means June 23, 2021 or such later date to
which the Stated Termination Date may be extended in accordance with Section 12.3.




1.6. Exhibit I to the Receivables Purchase Agreement is hereby amended to add the
following definitions in their appropriate alphabetical order:




“Bail-In Action” means the exercise of any Write-Down and Conversion
Powers by the applicable EEA Resolution Authority in respect of any liability of an
EEA Financial Institution.




“Bail-In Legislation” means, with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule.




“EEA Financial Institution” means (a) any credit institution or
investment firm established in any EEA Member Country which is subject to the
supervision of an EEA Resolution Authority, (b) any entity established in an EEA
Member Country which is a parent of an institution described in clause (a) of this
definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this
definition and is subject to consolidated supervision with its parent.




“EEA Member Country” means any of the member states of the European
Union, Iceland, Liechtenstein, and Norway.




“EEA Resolution Authority” means any public administrative authority or
any person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA
Financial Institution.




“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation
Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.




“Specified Obligor” means an Obligor or one of its Affiliates specified
as a “Specified Obligor” in a tab to a Monthly Report or otherwise specified to the
Managing Agents by a Seller Party from time to time in writing; provided,
however, that, without the Managing Agents’ prior consent, Seller may not
designate additional Specified Obligors if, as of the last day of the month ending
prior to the date of such proposed designation, the aggregate outstanding principal
balance of receivables owing from all existing Specified Obligors exceeds the lesser
of 5% of the aggregate Outstanding Balance of all Receivables or $50 million.




“Write-Down and Conversion Powers” means, with respect to any EEA
Resolution Authority, the Write-Down and Conversion Powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA
Member Country, which Write-Down and Conversion Powers are described in the EU
Bail-In Legislation Schedule.




1.7. Exhibit X to the Receivables Purchase Agreement is hereby amended to add to the
form of Monthly Report a separate tab containing a listing of outstanding invoice amounts
owing from Specified Obligors named therein.




1.8. Schedule A to the Receivables Purchase Agreement is hereby amended and restated in
its entirety to read as set forth in Schedule A hereto.



Section 2. Amendment to Receivables Sale Agreement. Subject to the
fulfillment of the conditions precedent set forth in Section 3 below, the Receivables Sale
Agreement is hereby amended as follows:




2.1. The definition of “Receivable” in Exhibit I to the Receivables Sale Agreement is
hereby amended and restated in its entirety to read as follows:




“Receivable” means all indebtedness and other obligations (other than
(i) indebtedness or obligations constituting Excluded Receivables and (ii)
indebtedness or obligations owing from a Specified Obligor listed on a tab to a
Monthly Report setting forth invoices outstanding from Specified Obligors or a
separate written notice delivered to the Managing Agents containing such
information) owed to Seller or any Originator (at the time it arises, and before
giving effect to any transfer or conveyance under this Agreement) or in which Seller
or such Originator has a security interest or other interest, including, without
limitation, any indebtedness, obligation or interest constituting an account,
chattel paper, instrument or general intangible, arising in connection with the sale
or licensing of goods or general intangibles (such as software), or the rendering of
services by the applicable Originator, and further includes, without limitation, the
obligation to pay any Finance Charges with respect thereto. Indebtedness and other
rights and obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations represented by an
individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from any
other transaction; provided, that any indebtedness, rights or obligations
referred to in the immediately preceding sentence shall be a Receivable regardless
of whether the account debtor or Seller treats such indebtedness, rights or
obligations as a separate payment obligation.



Section 3. Conditions Precedent. This Amendment shall become effective as of
the close of business on the date first above written, subject to the satisfaction of the
conditions precedent that (a) the Agent shall have received payment of its annual Agent’s fee
referenced in the Agent’s Fee Letter and (b) the Managing Agents shall have received (i)
counterparts of this Amendment executed by each of the parties hereto, and (ii) counterparts of a
ninth amended and restated Purchasers’ Fee Letter executed by each of the parties thereto, and
payment of the amendment fee described in numbered paragraph 1(a) of such Purchasers’ Fee Letter.



Section 4. Representations and Warranties. Each of Insight Receivables,
Insight Direct, Insight Public, and the Servicer hereby represents and warrants that (i) this
Amendment constitutes its legal, valid and binding obligation, enforceable against such party in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings
in equity or at law) and the implied covenants of good faith and fair dealing; and (ii) after
giving effect to this Amendment, the representations and warranties of each such party,
respectively, set forth in Article V of the Receivables Purchase Agreement, as applicable,
are true and correct in all material respects with the same effect as if made on the date hereof,
except to the extent such representations and warranties expressly relate to an earlier date. Each
of Insight Receivables, Insight Direct, and Insight Public further represents and warrants that
after giving effect to this Amendment, no event has occurred and is continuing that constitutes an
Amortization Event or a Potential Amortization Event.



Section 5. Reference to and Effect on the Transaction Documents.




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




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




5.3. Except as specifically amended hereby, the terms and conditions of the Receivables
Purchase Agreement, of the Receivables Sale Agreement, of all other Transaction Documents
and of any other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect and are hereby ratified and
confirmed.




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



Section 6. Costs and Expenses. Each of Insight Receivables, Insight Direct,
and Insight Public agrees to pay on demand all reasonable costs and expenses of the Agent, the
Managing Agents and the Purchasers party hereto in connection with the preparation, execution and
delivery of this Amendment and the other instruments and documents to be delivered in connection
herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Agent, the Managing Agents and the Purchasers party hereto with respect thereto and with
respect to advising the Agent, the Managing Agents and the Purchasers party hereto as to their
respective rights and responsibilities hereunder and thereunder.



Section 7. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment
by facsimile or other electronic transmission (i.e., “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart hereof and deemed an original.



Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, BUT NOT LIMITED TO, 735 ILCS SECTION 105/5-1
ET SEQ., BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS.



Section 9. Section Titles. The section titles contained in this Amendment are
and shall be without substance, meaning or content of any kind whatsoever and are not a part of the
agreement between the parties hereto.



[Remainder of page left intentionally blank]




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



INSIGHT RECEIVABLES, LLC



By: Insight Receivables Holding, LLC, its Sole Member




By: /s/ Lynn Willden

Name: Lynn Willden

Title: SVP Tax and Treasurer




INSIGHT DIRECT USA, INC.




By: /s/ Lynn Willden

Name: Lynn Willden

Title: SVP Tax and Treasurer




INSIGHT PUBLIC SECTOR, INC.




By: /s/ Lynn Willden

Name: Lynn Willden

Title: SVP Tax and Treasurer




INSIGHT ENTERPRISES, INC.




By: /s/ Lynn Willden

Name: Lynn Willden

Title: SVP Tax and Treasurer





GOTHAM FUNDING CORPORATION,






as a Conduit




By: /s/ Kevin J. Corrigan

Name: Kevin J. Corrigan

Title: Vice President





MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ




LTD., as a Financial Institution and as a Managing Agent




By: /s/ Richard Gregory Hurst

Name: Managing Director

Title:





WELLS FARGO BANK, NATIONAL ASSOCIATION,






as a Purchaser and as Agent




By: /s/ Dale Abernathy

Name: Dale Abernathy

Title: Vice President




Schedule A to Omnibus Amendment




SCHEDULE A

SAME-DAY AND STANDARD COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Financial	 	 	 	 	 	 	 	 	 	 	 	Group Total
	Purchaser Group	 	Conduit(s)	 	Institution(s)	 	Managing Agent	 	Same-Day Commitment	 	Standard Commitment	 	Commitment Limit
	Gotham Purchaser

Group
	 	Gotham Funding

Corporation
	 	MUFG Bank, Ltd.

f/k/a The Bank of

Tokyo-Mitsubishi

UFJ, Ltd.
	 	MUFG Bank, Ltd.

f/k/a The Bank of

Tokyo-Mitsubishi

UFJ, Ltd.

	 	n/a







	 	$100,000,000







	 	$100,000,000








	 
	 	 
	 	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo

Purchaser Group
	 	N/A
	 	Wells Fargo Bank,

National

Association
	 	Wells Fargo Bank,

National

Association

	 	$50,000,000





	 	$100,000,000





	 	$150,000,000






	 
	 	 
	 	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	$	50,000,000	 	 	$	200,000,000	 	 	$	250,000,000