EX-10.1



 EXHIBIT 10.1 

EXECUTION COPY 
 AMENDMENT
NO. 2 TO 
 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is being executed and delivered as of
September 28, 2015 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 certain of the lenders party to the Credit Agreement.
All capitalized terms used herein without definition shall have the same meanings as set forth in the 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 Third Amended and Restated Credit
Agreement dated as of April 26, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

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

WHEREAS, the Required Lenders and the Administrative Agent have agreed to amend the 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 condition precedent set forth in Section 2 below, the definition of
“Change in Control” set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety as follows: 

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither
(i) (x) nominated by the board of 







 
directors of the Company, (y) appointed by the board of directors of the Company or (z) approved by the board of directors of the Company for consideration by the shareholders for
election, nor (ii) appointed by directors so nominated, appointed or approved; or (c) the Company shall cease to own and control, directly or indirectly, 100% of the Equity Interests of any European Borrower. 

2. Condition of Effectiveness. This Amendment shall be deemed to have become effective as of the date hereof, but such effectiveness
shall be subject to the condition precedent that the Administrative Agent shall have received executed counterparts of this Amendment duly executed and delivered by each Borrower, the Administrative Agent and the Required Lenders. 

3. Representation and Warranties. Each Borrower hereby represents and warrants that (i) this Amendment and the 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 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 as of such earlier date) and (iii) no Default has occurred and is continuing on and as of the date hereof. 

4. 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 shall remain in full force and effect in accordance with its original terms. 

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

 6. 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. 

  
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 7. 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. 
 8. 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. 
 [Signature Pages Follow]


  
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 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, Tax and Treasurer
	
	INSIGHT DIRECT (UK), LTD.,
	as the UK Borrower
		
	By:	 	 /s/ Russell Leighton

	Name:	 	Russell Leighton
	Title:	 	SVP, Finance
	
	INSIGHT ENTERPRISES B.V.,
	as the Dutch Borrower
		
	By:	 	 /s/ Russell Leighton

	Name:	 	Russell Leighton
	Title:	 	SVP, Finance



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Caitlin A. Stewart

	Name:	 	Caitlin Stewart
	Title:	 	Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Ivan Ferraz

	Name:	 	Ivan Ferraz
	Title:	 	Senior Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Alain Pelanne

	Name:	 	Alain Pelanne
	Title:	 	Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	BBVA COMPASS
		
	By:	 	 /s/ Nancy Zezza

	Name:	 	Nancy Zezza
	Title:	 	Senior Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Ilene Hernandez

	Name:	 	Ilene Hernandez, #20514
	Title:	 	Associate Relationship Manager



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Philip K. Liebscher

	Name:	 	Philip K. Liebscher
	Title:	 	Senior Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Matt S. Scullin

	Name:	 	Matt S. Scullin
	Title:	 	Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	BOKF, NA, d/b/a Bank of Arizona
		
	By:	 	 /s/ James Wessel

	Name:	 	James Wessel
	Title:	 	Senior Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	COMERICA BANK
		
	By:	 	 /s/ Liz V. Gonzalez

	Name:	 	Liz V. Gonzalez
	Title:	 	Corporate Banking Officer



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	 /s/ Lillian Kim

	Name:	 	Lillian Kim
	Title:	 	Director



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	THE NORTHERN TRUST COMPANY
		
	By:	 	 /s/ John Lascody

	Name:	 	John Lascody
	Title:	 	Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	BRANCH BANKING AND TRUST COMPANY
		
	By:	 	 /s/ Sarah Bryson

	Name:	 	Sarah Bryson
	Title:	 	Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	BANK OF THE WEST
		
	By:	 	 /s/ Kevin R. Gillette

	Name:	 	Kevin R. Gillette
	Title:	 	Director



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement 








 
			
	NATIONAL BANK OF ARIZONA
		
	By:	 	 /s/ Sabina Anthony

	Name:	 	Sabina Anthony
	Title:	 	Vice President



  
 Signature Page to

 Amendment No. 2 to Insight Third Amended and Restated Credit Agreement