10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2016

or

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from                  to                 .

Commission File Number: 0-25092

INSIGHT ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	86-0766246
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6820 South Harl Avenue, Tempe, Arizona 85283

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (480) 333-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock, par value $0.01	The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

n/a

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing price of the registrant’s common stock as reported on The Nasdaq Global Select Market on June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, was $912,053,610.

The number of shares outstanding of the registrant’s common stock on February 10, 2017 was 35,485,034.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement relating to its 2017 Annual Meeting of Stockholders have been incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.

INSIGHT ENTERPRISES, INC.

ANNUAL REPORT ON FORM 10-K

Year Ended December 31, 2016

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	Business		2
ITEM 1A.	Risk Factors		10
ITEM 1B.	Unresolved Staff Comments		15
ITEM 2.	Properties		16
ITEM 3.	Legal Proceedings		16
ITEM 4.	Mine Safety Disclosures		16
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
ITEM 6.	Selected Financial Data		19
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		38
ITEM 8.	Financial Statements and Supplementary Data		39
ITEM 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		74
ITEM 9A.	Controls and Procedures		74
ITEM 9B.	Other Information		74
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance		74
ITEM 11.	Executive Compensation		74
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		75
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		75
ITEM 14.	Principal Accounting Fees and Services		75
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules		75
ITEM 16.	Form 10-K Summary		75
SIGNATURES			76
EXHIBITS TO FORM 10-K			77

INSIGHT ENTERPRISES, INC.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include: projections of matters that affect net sales, gross profit, gross margin, operating expenses, earnings from operations, non-operating income and expenses, net earnings or cash flows, cash needs and the payment of accrued expenses and liabilities; the expected effects of seasonality on our business; that there will be further consolidation in the Information Technology (“IT”) industry; our business strategy and our strategic initiatives, including our efforts to grow our core business, develop and grow our global Cloud business and build scalable services business; expectations regarding partner incentives; the increasing demand for big data solutions; the availability of competitive sources of products for our purchase and resale; our intentions concerning the payment of dividends; our acquisition strategy; our ability to offset the effects of inflation and manage any increase in interest rates; projections of capital expenditures; our plan to migrate EMEA’s IT system; the sufficiency of our capital resources, the availability of financing and our needs or plans relating thereto; the effects of new accounting principles; the effect of indemnification obligations; projections about the outcome of ongoing tax audits; adequate provisions for and our positions and strategies with respect to ongoing and threatened litigation; our exposure to derivative counterparty concentration and non-performance risks; our ability to expand our client relationships; that pricing pressures in the IT industry will continue; the sufficiency of our facilities; our intention not to repatriate certain foreign undistributed earnings where management considers those earnings to be reinvested indefinitely and plans relating thereto; our plans to use cash flow from operations for working capital, to pay down debt, make capital expenditures, and fund acquisitions; our expectation that we will not incur interest payments under our inventory financing facility; our compliance with leverage ratio requirements; our exposure to off-balance sheet arrangements; statements of belief; and statements of assumptions underlying any of the foregoing. Forward-looking statements are identified by such words as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will,” “may” and variations of such words and similar expressions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurances that results described in forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Some of the important factors that could cause our actual results to differ materially from those projected in any forward-looking statements include, but are not limited to, the following:

• actions of our competitors, including manufacturers and publishers of products we sell;

• our reliance on our partners for product availability, competitive products to sell and related marketing funds and purchasing incentives;

• changes in the IT industry and/or rapid changes in technology;

• risks associated with the integration and operation of acquired businesses;

• possible significant fluctuations in our future operating results;

• the risks associated with our international operations;

• general economic conditions;

• increased debt and interest expense and lower availability under our financing facilities;

• the security of our electronic and other confidential information;

• disruptions in our IT systems and voice and data networks;

• failure to comply with the terms and conditions of our commercial and public sector contracts;

• accounts receivable risks;

• our reliance on independent shipping companies;

• our dependence on certain personnel;

• natural disasters or other adverse occurrences;

• exposure to changes in, interpretations of, or enforcement trends related to tax rules and regulations;

• intellectual property infringement claims and challenges to our registered trademarks and trade names; and

• legal proceedings and audits and failure to comply with laws and regulations.

Additionally, there may be other risks that are otherwise described from time to time in the reports that we file with the Securities and Exchange Commission. Any forward-looking statements in this report, including those identified under “Risk Factors” in Part I, Item 1A of this report, should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. We assume no obligation to update, and, except as may be required by law, do not intend to update, any forward-looking statements. We do not endorse any projections regarding future performance that may be made by third parties.

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PART I

Item 1. Business

Our Company

Insight Enterprises, Inc. (“Insight” or the “Company”) is a Fortune 500-ranked global provider of IT hardware, software, Cloud and service solutions to business, government, healthcare and educational clients. We provide clients the guidance and expertise needed to select, implement and manage complex technology solutions to drive business outcomes. Through our world-class people, partnerships and services and delivery solutions, we empower clients with Intelligent Technology™ solutions to help their businesses run smarter and realize their goals.

The Company is organized in the following three operating segments, which are primarily defined by their related geographies:

Operating Segment*	Geography	% of 2016 Consolidated Net Sales
North America	United States and Canada	73%
EMEA	Europe, Middle East and Africa	24%
APAC	Asia-Pacific	3%

* Additional detailed segment and geographic information can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and in Note 21 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Insight began operations in Arizona in 1988, incorporated in Delaware in 1991 and completed our initial public offering in 1995. Our corporate headquarters are located in Tempe, Arizona. From our original location in the United States, we expanded nationwide and then entered Canada in 1997 and the United Kingdom in 1998. Over the past 10 years through a combination of acquisitions and organic growth, we continued to increase our geographic coverage and expand our capabilities:

• 2006 – Acquired Software Spectrum, Inc., and expanded our footprint in EMEA and APAC and strengthened our software and related services capabilities;

• 2008 – Acquired Calence, LLC in North America and MINX Limited in the United Kingdom, and enhanced our global technical expertise around higher-end networking and communications technologies, as well as managed services and security;

• 2011 – Acquired Ensynch, Inc. (“Ensynch”) and enhanced our professional services capabilities across the complete Microsoft solution set, including Cloud migration and management;

• 2012 – Acquired Inmac GmbH and Micro Warehouse BV (“Inmac”) and expanded our hardware capabilities into key markets in our existing European footprint, specifically in Germany and the Netherlands;

• 2015 – Acquired BlueMetal Architects, Inc. (“BlueMetal”), an interactive design and technology architecture firm, and strengthened our services capabilities in the area of application design, mobility and big data;

• 2016 – On September 1, 2016, we acquired Ignia, Pty Ltd (“Ignia”) and expanded our global footprint in the areas of application design, digital solutions, Cloud, mobility and business analytics, while also building on our ability to bring solutions powered by Intelligent Technology^TM to our clients in APAC; and

• 2017 – On January 6, 2017, we acquired Datalink Corporation (“Datalink”), a leading provider of IT services and enterprise data center solutions based in Eden Prairie, Minnesota, and strengthened our position as a leading IT solutions provider with deep technical talent delivering data center solutions to clients on premise or in the Cloud.

Our Purpose and Values

Our purpose is: “We make meaningful connections to help businesses run smarter.” We live by our core values of Hunger, Heart and Harmony, which set the tone for our business and define who we are. We describe our core values simply:

• Hunger – Our insatiable desire to create new opportunities for our clients and our business is apparent in everything we do.

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• Heart – We seek to impact the lives of the people we serve positively by always putting our clients, partners and teammates first.

• Harmony – We invite perspective, and we consistently celebrate each other’s unique contributions as we work together to bring the best solutions to our clients.

We believe that these values strengthen the overall Insight experience for our clients, partners and teammates (we refer to our customers as “clients,” our suppliers as “partners” and our employees as “teammates”).

Our Market

The worldwide total addressable market for information technology is forecasted to be $3.5 trillion annually according to Gartner, a leading IT research and advisory company. Based on our analysis of Gartner market data, we believe the top 10 most comparable global solution providers represent less than 10% of the worldwide total addressable market. We believe our addressable worldwide market in the indirect sales IT channel represents approximately $578 billion in annual sales and for the year ended December 31, 2016, our net sales of $5.5 billion represented approximately 1% of that highly diverse market. We believe that we are well positioned in this highly fragmented global market with locations in 22 countries and the capabilities to provide clients with hardware, software provisioning and related services and solutions across the globe.

Our Differentiation/Value Proposition

We consult with clients regarding their IT hardware and software product needs and design, implement and manage integrated IT solutions for our clients. These solutions include services and products designed to support networking, collaboration, storage, security, Cloud, mobility, converged infrastructure and other advanced technologies. The increased complexity across the technology ecosystem, combined with the continual emergence of new trends and offerings, has made it difficult for most clients to effectively design and manage their technology systems. Clients increasingly are looking for technology providers to supply value-added expertise to help them identify, deploy and implement complex IT solutions. We believe that Insight has a unique position in the market to gain profitable market share by offering Intelligent Technology™ solutions that deliver integrated products and services, on premise or leveraging the Cloud, to drive business outcomes.

We believe that what differentiates Insight from our competitors is:

• Our global reach – we have the capabilities to serve clients across the globe with hardware, software provisioning and related services and with integrated technology solutions in multiple countries directly or through our partner network.

• Our scalable services and solutions offerings – we can scale to help organizations of all sizes and have well-developed services capabilities focused on managed, technical and professional services that integrate products and services to provide solutions to meet individualized client needs.

• Our software expertise – we understand complex licensing requirements and have the know-how to optimize our clients’ usage and compliance management through a portfolio of license consulting and optimization services.

• Our financial strength – our strong cash flow generating capabilities allow us to fund acquisitions. In addition, we have been able to devote the financial resources necessary to invest in sales, technology and engineering resources required to deliver leading edge technology solutions.

• Our website – our website is designed to enhance the user experience, with clearly defined sections to allow users to Learn about trending topics, Solve their challenges, Buy new products and services, and Manage their customized purchasing, hardware warranties, software licensing and Cloud consumption.

• Our e-Commerce capability – we have customizable client portals, primarily in North America, which allow clients to streamline procurement and processes through a self-service online tool, drive standardization and optimize reconciliation.

• Our one-stop shopping value proposition – we have a multi-partner approach and have partnerships with leading product manufacturers, software publishers and distribution partners, as well as emerging Cloud and other technology partners, to service our global portfolio of commercial and public sector clients with the integrated IT solutions that make the most sense for their IT environments.

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• Our operational expertise and effectiveness – we offer a broad selection of hardware and software products with access to billions of dollars in virtual inventory and efficient supply chain execution, as well as product fulfillment and logistics capabilities, management tools and technical expertise.

Our Business Strategy

Our long-term strategy remains consistent and includes three components:

• Grow our core business;

• Grow services sales; and

• Accelerate with Cloud.

Grow our core business. We believe that there is significant opportunity for profitable growth in our core business as a global provider of integrated technology solutions to business and government clients. Our balanced portfolio of manufacturer and publisher brands, extensive e-Commerce and logistics capabilities and differentiated services capabilities allow us to tailor our offerings based on the size and complexity of our clients. In addition, our go-to-market model leverages both centralized and local market sales and technical and support resources to efficiently serve and advise our clients.

In each of our geographic operating segments, we are focused on driving our growth objectives by acquiring new clients and expanding our relationships with existing clients by increasing the types of products and services they buy from us. In North America, we have a local market presence in select cities where we have invested in sales, technical and service delivery resources to drive growth with existing and new clients, particularly in the large account client space, as well as to drive expansion in specific service/solution areas with key partners. We are also concentrating our efforts on growing our business with mid-sized and large clients in select vertical markets, including Federal government, state and local, K-12 education, healthcare and service providers, and have invested in both local market and centralized sales resources to drive these efforts. In EMEA, we are focused on increasing our share in the mid-market and public sector by increasing sales of software and select hardware categories across the business. We continue to expand our services capabilities in the region and to leverage strategic relationships with partners and service delivery vendors to bring software, Cloud and collaboration solutions to our clients. Our APAC operating segment, which is largely comprised of software sales, is engaged in growing sales in the mid-market and enterprise space and on the development of specialized software services, particularly in the areas of software license optimization and Cloud.

Grow services sales. We design, procure, deploy, implement and manage solutions that combine hardware, software and services to help businesses run smarter. Our services capabilities provide significant value add to our clients, driving stronger client relationships and higher margins. Our solutions can be provided through a variety of delivery mechanisms, including at the client location, remotely, or through a private, public or hybrid Cloud. The key areas of focus are:

• Customer Engagement – When interacting with their customers, our clients face growing digital engagement and a rapid shift toward social media. We help our clients leverage technology to better engage their customers to build loyalty and increase profitability.

• Workforce Enablement – The consumerization of IT, increase in the millennial population and proliferation of alternate work models is transforming the workplace. We provide our clients’ workforce with tools to enable employee productivity and retention.

• Infrastructure Optimization – Consumption-based models and technology convergence are reinventing decades-old infrastructure business models. We optimize our clients’ core or branch infrastructure to enable customer and workforce objectives.

• Operational Excellence – Growing pressure on IT budgets and increasing trends in outsourcing of non-core functions are changing what clients choose to build versus buy. We provide outsourcing services our clients desire, including management of client infrastructure and end-user operations to drive IT return on investment.

Accelerate with Cloud. Private, public and hybrid Cloud solutions provide flexible, reliable and affordable solutions for delivering critical IT functions, such as email, data security, Infrastructure as a Service (“IaaS”) and more. Cloud has become more mainstream, and adoption continues to increase across markets and verticals. Key market imperatives in the adoption of Cloud solutions are speed to market, flexibility, scalability and availability. We have invested in, and will continue to invest in, technical tools and resources to provide clients with the assessment, migration, integration and managed services required to simplify the Cloud adoption decision, whether that decision results in a private, public or hybrid Cloud environment.

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We are also continuing to invest in our global Cloud management platform. Our Cloud management platform serves as a marketplace for our clients to buy and manage their Cloud subscriptions with options that enhance their Software as a Service (“SaaS”) and IaaS management capabilities.

Components of our Cloud management platform include:

• A focus on small to medium-sized clients, providing them with the ability to learn, solve, buy, and manage Cloud products and services via our online experience.

• A similar online experience and capabilities for our larger enterprise clients with added IT as a Service Broker (ITaaSB) capabilities allowing larger IT organizations to centrally provide Cloud offerings while maintaining the manageability and visibility they require.

Additionally, we have a strong global position in the service provider and independent software vendor (ISV) market. Building on our existing capabilities in this market, we have developed a Cloud portfolio for our service provider clients to resell to their customers, offering them revenue diversification with minimal investment. We also plan to expand our Cloud management platform capabilities and deliver Cloud portal platforms that provide e-commerce and subscription management capabilities to our service provider clients.

Our Strategic Acquisition

In support of our long-term strategy, on January 6, 2017, we completed the acquisition of Datalink, a leading provider of IT services and enterprise data center solutions based in Eden Prairie, Minnesota. Datalink’s deep technical talent and complementary services offerings around high-growth technology areas made the acquisition attractive when combined with Insight’s strategy, global scale and focus on operational excellence.

Highlights of the acquisition include:

• Increases addressable market opportunity in hybrid Cloud and other high-growth data center categories.

• Enhances go-to-market engagement with a solutions-led approach.

• Drives scale and growth by adding complementary capabilities, partner relationships and clients in key U.S. markets.

• Leverages Insight’s best-in-class digital marketing engine to bring scalable solutions to the mid-market.

• Benefits from consistency of culture, values and vision across the organizations.

• Achieves higher gross margins with increased services sales and higher growth, higher margin product categories.

Our Offerings

Our offerings in North America and select countries in EMEA and APAC include a suite of IT hardware, software and services solutions. Our offerings in the remainder of our EMEA and APAC segments are largely software and select software-related services. On a consolidated basis, hardware, software and services represented approximately 54%, 40% and 6%, respectively, of our net sales in 2016 compared to 54%, 41% and 5%, respectively, in 2015.

Services Offerings

We have developed solutions that integrate hardware, software and services to help businesses run smarter within our focus areas. Our core solutions include:

Customer Engagement

• Intelligent Endpoints: Digital signage, kiosk, tablet and smartphone endpoints integrated with off-the-shelf software applications.

• Intelligent Applications: Custom-developed applications to enable client-to-customer engagement. These applications are increasingly Cloud-based and mobile-centric.

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Workforce Enablement

• Modern Workplace: Desktop, notebook, tablet and smartphone devices coupled with calendar, email, messaging and collaboration software. Cloud-based deployment of this software is now mainstream. In addition, we see growing demand for “Device-as-a-Service.”

• Modern Applications: Custom-developed mobile, Cloud and Internet-of-Things applications. Typically, these applications are specific to the client vertical market, e.g., healthcare, financial services or retail.

Infrastructure Optimization

• Hybrid Cloud: On-premise converged infrastructure (private Cloud) augmented by off-premise public Cloud IaaS integrated and managed via orchestration software.

• Branch Infrastructure: Cloud or premise-based branch infrastructure comprising connectivity, computing, voice and wireless.

• Intelligent Network: Core WAN, LAN, wireless and security solutions to seamlessly connect Hybrid Cloud, Branch Infrastructure and end users.

Operational Excellence

• Product Life Cycle: Source, procure, stage, configure, integrate, test, deploy and maintain IT products spanning endpoints to infrastructure.

• Workplace Services: Service level agreement-based outsourcing of end user support. This comprises dedicated, onsite desktop support technicians coupled with 24x7 Level 1 Service Desk.

• Infrastructure Management: 24x7 remote management of clients’ server/storage/network infrastructure through our ISO-certified Remote Network Operating Center (RNOC).

We have invested in Cloud, mobility, big data and security capabilities and expertise to enable our core solutions and continuously seek to identify client-relevant technology solutions.

Cloud. Cloud computing represents an evolution in the IT world. Cloud-based SaaS is prevalent in the Customer Engagement and Workforce Enablement solutions highlighted above. In addition, public IaaS and converged infrastructure private Cloud represent growing portions of Hybrid Cloud and Branch Infrastructure solutions. We help clients assess readiness, architect appropriate solutions and migrate to both public and private Cloud.

Mobility. Our clients must engage with their customers and enable their workforce whether they are at work, at home or on-the-go. We help clients do so through solutions such as in-store mobile Point of Sale (mPOS) and customer mobile commerce applications in the retail industry or mobile trading applications for brokerage customers in the financial services industry.

Big Data. Our clients are deluged with data that they struggle to interpret. We help turn this data into actionable insights with solutions such as weather-based predictive analytics to drive weekly marketing campaigns for consumer products and patient-based intake and health outcomes analysis to optimize nurse staffing. We expect the proliferation of sensors for Internet-of-Things will fuel this data overload and drive further demand for these solutions.

Security. All of these solutions must be delivered without compromising customer, company or employee private information. We offer services for identity and access management, single-sign-on (SSO) and mobile-device-management (MDM) to protect end users. In addition, we provide network security and Security Incident Event Management (SIEM) solutions to secure our clients’ infrastructure.

Hardware Offerings

We offer products from hundreds of manufacturers, including such industry leaders as Cisco, HP Inc., Lenovo, Dell, Hewlett Packard Enterprise Company (“HPE”), EMC, NetApp, Apple and IBM. Our scale and purchasing power, combined with our efficient, high-volume and cost effective direct sales and marketing model, allow us to offer competitive prices. We believe that offering choices from multiple partners enables us to better serve our clients by providing a variety of product solutions to address their specific business needs.

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The four hardware technology categories we have identified as key to our clients’ Intelligent Technology™ solutions are:

• Desktop, notebook and tablet

• Networking and communications

• Server and power

• Storage

In addition to our distribution facilities, we have “direct-ship” programs with many of our partners, including manufacturers and distributors, allowing us to expand our product offerings without increasing inventory, handling costs or inventory risk exposure. As a result, we are able to offer billions of dollars of products in virtual inventory in fulfilling our performance obligations to our clients. Convenience and product options among multiple brands are key competitive advantages compared to manufacturers’ direct selling programs, which are generally limited to their own brands and may not offer clients a complete or best-in-class solution across all product categories.

Software Offerings

Our clients acquire software applications from us in the form of licensing agreements with software publishers, boxed products, or through SaaS, whereby clients subscribe to software that is hosted either by the software publisher or a dedicated third-party hosting company. We offer products from hundreds of publishers, including such industry leaders as Microsoft, Adobe, VMware, Symantec, McAfee, Citrix, IBM Software and Red Hat, as well as newer entrants, such as Box and 8x8.

As software publishers choose different models for implementing licensing agreements, businesses must evaluate the alternatives to ensure that they select the appropriate agreements and comply with the publishers’ licensing terms when purchasing and managing their software licenses. In addition to software provisioning, we offer holistic software solutions, including software licensing optimization and implementation consulting, to help our clients better understand their software needs, evaluate their existing software and provide options to optimize their assets.

The four software and licensing technology categories we have identified as key to our clients’ Intelligent Technology™ solutions are:

• Office productivity

• Virtualization

• Creativity

• Data protection

Our Information Technology Systems

We have committed significant resources to the IT systems that we own and use to manage our business and believe that our success is dependent upon our ability to provide prompt and efficient service to our clients based on the accuracy, quality and utilization of the information generated by our IT systems. Because these systems affect our ability to manage our sales, client service, partner relationships and programs, distribution, inventories and accounting systems and our voice and data networks, we have built redundancy into certain systems, maintain system outage policies and procedures and have comprehensive data backup. We are focused on driving improvements in sales productivity through upgraded IT systems to support higher levels of client satisfaction and new client acquisition, as well as garnering efficiencies in our business.

We operate under a single, standardized IT system across North America and APAC and a separate, single IT system platform in all countries in our EMEA operations. We plan to migrate our EMEA operations to the same IT system used in North America and APAC by the end of 2018.

For a discussion of risks associated with our IT systems, see “Risk Factors – Disruptions in our IT systems and voice and data networks could affect our ability to service our clients and cause us to incur additional expenses,” in Part I, Item 1A of this report.

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Our Competition

The IT hardware, software and services industry is very fragmented and highly competitive. Our competition includes:

• Direct marketers and resellers, such as CDW (North America and United Kingdom), Systemax (Europe), Softchoice, Comparex, Connection, PCM, World Wide Technology, SHI, SoftwareONE, Computacenter, SCC, Bechtle, Cancom and Crayon;

• National and regional resellers, including value-added resellers, specialty retailers, aggregators, distributors, and to a lesser extent, national computer retailers, computer superstores, Internet-only computer providers, consumer electronics and office supply superstores and mass merchandisers;

• Product manufacturers, such as Dell, HP Inc., IBM, Lenovo and HPE;

• Software publishers, such as IBM, Microsoft and Symantec;

• Systems integrators, such as Compucom Systems, Inc.;

• National and global service providers, such as IBM Global Services and HP Enterprise Services; and

• E-tailers, such as Amazon Web Services (AWS), Newegg, Buy.com and e-Buyer (United Kingdom).

The competitive landscape in the industry is continually changing as various competitors expand their product and services offerings. In addition, emerging models such as Cloud computing are creating new competitors and opportunities in messaging, infrastructure, security, collaboration and other services offerings, and, as with other areas, we both resell and compete directly with many of these offerings.

For a discussion of risks associated with the actions of our competitors, see “Risk Factors – The IT hardware, software and services industry is intensely competitive, and actions of our competitors, including manufacturers and publishers of products we sell, can negatively affect our business,” in Part I, Item 1A of this report.

Our Partners

We partner with the top technology brands as well as emerging entrants in the marketplace. During 2016, we purchased products and software from approximately 5,100 partners. Approximately 67% (based on dollar volume) of these purchases were directly from manufacturers or software publishers, with the balance purchased through distributors. Purchases from Microsoft accounted for approximately 27% of our aggregate purchases in 2016. No other partner accounted for more than 10% of purchases in 2016. Our top five partners as a group for 2016 were Microsoft, Ingram Micro (a distributor), HP Inc., Cisco and Tech Data (a distributor), and approximately 59% of our total purchases during 2016 came from this group of partners. Although brand names and individual products are important to our business, we believe that competitive sources of supply are available in substantially all of our product categories such that, with the exception of Microsoft, we are not dependent on any single partner for sourcing products.

During 2016, sales of Microsoft, Cisco and HP Inc. products accounted for approximately 24%, 11% and 10%, respectively, of our consolidated net sales. No other manufacturer’s products accounted for more than 10% of our consolidated net sales in 2016. Sales of product from our top five manufacturers/publishers as a group (Microsoft, Cisco, HP Inc., Dell and Lenovo) accounted for approximately 60% of Insight’s consolidated net sales during 2016.

We obtain incentives from certain product manufacturers, software publishers and distribution partners based typically upon the volume of sales or purchases of their products and services. In other cases, such incentives may be in the form of participation in our partner programs, which may require specific services or activities with our clients, discounts, marketing funds, price protection or rebates. Manufacturers and publishers may also provide mailing lists, contacts or leads to us. We believe that these incentives (or partner funding) and other marketing assistance allow us to increase our marketing reach and strengthen our relationships with leading manufacturers and publishers.

We are focused on understanding our partners’ objectives and developing plans and programs to grow our mutual businesses. We have invested in our digital marketing capabilities over the past two years. These digital marketing investments increase the effectiveness of our marketing campaigns and client interactions. Our partners are taking notice, and we are quickly emerging as a leader in our industry as we consistently outpace our competition in digital marketing. We implemented business intelligence tools that enable us to track performance in this area and demonstrate the return on our partners’ investments with us. We measure partner satisfaction regularly and hold quarterly business reviews with our largest partners to review business results from the prior quarter, discuss plans for the future and obtain feedback. Additionally, we host annual partner forums in North America, EMEA and APAC to articulate our plans for the upcoming year.

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As we move into new service areas, we may become even more reliant on certain partner relationships. For a discussion of risks associated with our reliance on partners, see “Risk Factors – We rely on our partners for product availability, competitive products to sell and related marketing funds and purchasing incentives,” in Part I, Item 1A of this report.

Our Teammates

As of December 31, 2016, we employed 5,930 teammates, of whom 2,412 were engaged in sales related activities, 1,806 were engaged in management, support services and administration activities, 1,582 were skilled, certified consulting and service delivery professionals and 130 were engaged in distribution activities. Our teammates in the United States are not represented by a labor union, and our workforces in certain foreign countries, such as Germany, have worker representative committees or work councils with which we maintain strong relationships. We believe our relations with our teammates are good, and we have never experienced a labor related work stoppage.

For a discussion of risks associated with our dependence on certain personnel, including sales personnel, see “Risk Factors – We depend on certain personnel,” in Part I, Item 1A of this report.

Our Seasonality

We experience some seasonal trends in our sales of IT hardware, software and services. For example:

• software sales are typically higher in our second and fourth quarters, particularly the second quarter;

• business clients, particularly larger enterprise businesses in the United States, tend to spend more in our fourth quarter and less in the first quarter;

• sales to the federal government in the United States are often stronger in our third quarter, while sales in the state and local government and education markets are stronger in our second quarter; and

• sales to public sector clients in the United Kingdom are often stronger in our first quarter.

These trends create overall seasonality in our consolidated results such that sales and profitability are expected to be higher in the second and fourth quarters of the year.

Our Backlog

The majority of our backlog historically has been and continues to be open cancelable purchase orders. We do not believe that backlog as of any particular date is predictive of future results.

Our Intellectual Property

We do not maintain a traditional research and development group, but we do develop and seek to protect a range of intellectual property, including trademarks, service marks, copyrights, domain name rights, trade dress, trade secrets and similar intellectual property, relying for such protection on applicable statutes and common law rights, trade-secret protection and confidentiality and license agreements, as applicable, with teammates, clients, partners and others to protect our intellectual property rights. Our principal trademark is a registered mark, and we also license certain of our proprietary intellectual property rights to third parties. We have registered a number of domain names, applied for registration of other marks in the United States and in select international jurisdictions, and, from time to time, filed patent applications. We believe our trademarks and service marks, in particular, have significant value, and we continue to invest in the promotion of our trademarks and service marks and in our protection of them.

For a discussion of risks associated with our intellectual property, see “Risk Factors – We may not be able to protect our intellectual property adequately, and we may be subject to intellectual property infringement claims,” in Part I, Item 1A of this report.

Available Information

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the reports filed pursuant to Section 16(a) of the Exchange Act are available free of charge on our web site at www.insight.com, as soon as reasonably practicable after we electronically file them with, or furnish them to, the Securities and Exchange Commission. The information contained on our web site is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K.

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Item 1A. Risk Factors

The IT hardware, software and services industry is intensely competitive, and actions of our competitors, including manufacturers and publishers of products we sell, can negatively affect our business. Competition in the industry is based on price, product availability, speed of delivery, credit availability, quality and breadth of product lines, and, increasingly, on the ability to provide services and tailor specific solutions to client needs. Many of our manufacturer and publisher partners are also our competitors, as many sell directly to business customers, particularly larger corporate customers. In addition to the manufacturers and publishers of products we sell, we compete with a large number and wide variety of providers and resellers of IT hardware, software and services. We believe our industry will see further consolidation as product resellers and direct marketers combine operations or acquire or merge with other resellers, service providers and direct marketers to increase efficiency, service capabilities and market share. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their product and service offerings. Accordingly, it is possible that new competitors or alliances among competitors may emerge and acquire significant market share.

The competitive landscape in which we compete continues to change as new technologies are developed. While innovation can help our business as it creates new offerings for us to sell, it can also disrupt our business model and create new and stronger competitors. For instance, while Cloud-based solutions present an opportunity for us, Cloud-based solutions and technologies that deliver technology solutions as-a-service could increase the amount of sales directly to customers rather than through solutions providers like us, or could reduce the amount of hardware or software we sell, leading to a reduction in our sales and/or profitability. Accordingly, we are dependent on continued innovations by our current vendor partners and our ability to partner with new and emerging technology providers.

Generally, pricing is very aggressive in the industry, and we expect pricing pressures to continue. There can be no assurance that we will be able to negotiate prices as favorable as those negotiated by our competitors or that we will be able to offset the effects of price reductions with an increase in the number of clients, higher net sales, cost reductions, greater sales of services, which are typically at higher gross margins, or otherwise. Price reductions by our competitors that we either cannot or choose not to match could result in an erosion of our market share and/or reduced sales or, to the extent we match such reductions, could result in reduced operating margins or inventory impairment charges, any of which could have a material adverse effect on our business, financial condition and results of operations.

Some of our competitors in each of our operating segments may have greater technical, marketing and other resources than we do. In addition, some of these competitors may be able to respond more quickly to new or changing opportunities, technologies and client requirements. Many current and potential competitors also may have greater name recognition and engage in more extensive promotional activities, offer more attractive terms to their customers and adopt more aggressive pricing policies than we do. Additionally, some of our competitors have higher margins and/or lower operating cost structures, allowing them to price more aggressively. There can be no assurance that we will be able to compete effectively with current or future competitors or that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.

We rely on our partners for product availability, competitive products to sell and related marketing funds and purchasing incentives. We acquire products for resale both directly from manufacturers and publishers and indirectly through distributors, and the loss of a significant partner relationship could cause a disruption in the availability of products to us. There can be no assurance that manufacturers and publishers will continue to sell or will not limit or curtail the availability of their product to resellers like us. The loss of, or change in business relationship with, any of our key vendor partners could negatively impact our business.

In addition, certain manufacturers, publishers and distributors provide us with substantial incentives in the form of rebates, marketing funds, purchasing incentives, early payment discounts, referral fees and price protections (collectively, “partner funding”). Partner funding is used to offset, among other things, inventory costs, costs of goods sold, marketing costs and other operating expenses. Certain of these funds are based on our volume of sales or purchases, growth rate of net sales or purchases and marketing programs. If we do not meet the goals of these programs or if we are not in compliance with the terms of these programs, there could be a material negative effect on the amount of incentives offered or paid to us by manufacturers and publishers. We continue to experience adverse program changes, and we anticipate that in the future the incentives that many partners make available to us may either be reduced or that the requirements for earning the available amounts will change. If we are unable to react timely to any fundamental changes in the partner funding programs of publishers or manufacturers, including the elimination of, or significant reductions in, funding for some of the activities for which we have been compensated in the past, particularly related to incentive programs with our largest partners, Microsoft, Cisco and HP Inc., the changes could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will continue to receive such incentives.

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Changes in the IT industry and/or rapid changes in technology may reduce demand for the IT hardware, software and services we sell or change who makes purchasing decisions for IT hardware, software and services. Our results of operations are influenced by a variety of factors, including the condition of the IT industry, shifts in demand for, or availability of, IT hardware, software, peripherals and services, and industry innovation and the introduction of new products. The IT industry is characterized by rapid technological change and the frequent introduction of new products and changing delivery channels and models, which can decrease demand for current products and services and can disrupt purchasing patterns. If we fail to react in a timely manner to such changes, we may experience lower sales and, with respect to hardware, we may have to record write-downs of obsolete inventory. In addition, in order to satisfy client demand, protect ourselves against product shortages, obtain greater purchasing discounts and react to changes in original equipment manufacturers’ terms and conditions, we may decide to carry inventory of products that may have limited or no return privileges. There can be no assurance that we will be able to avoid losses related to inventory obsolescence on these products. Additionally, if purchasing power within our clients shifts from centralized procurement functions to business units or individual end users and we are unable to react timely to any such changes, these shifts in purchasing power could have a material adverse effect on our business, financial conditions and results of operations.

The Cloud and “as-a-service” models are transforming the IT market and introducing new products, services and competitors to the market. In many cases, these new distribution models allow enterprises to obtain the benefits of commercially licensed, internally operated software with less complexity and lower initial set-up, operational and licensing costs, increasing competition for us. There can be no assurance that we will be able to adapt to, or compete effectively with, current or future distribution channels or competitors or that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.

The integration and operation of acquired businesses, including Datalink and Ignia, may disrupt our business and create additional expenses, and we may not achieve the anticipated benefits of the acquisitions. Integration of an acquired business involves numerous risks, including assimilation of operations of the acquired business, such as Datalink and Ignia, and difficulties in the convergence of IT systems, the diversion of management’s attention from other business concerns, risks of entering markets in which we have had no or only limited direct experience, assumption of unknown or unquantifiable liabilities, the potential loss of key teammates and/or clients, difficulties in completing strategic initiatives already underway in the acquired company, and unfamiliarity with partners of the acquired company, each of which could have a material adverse effect on our business, results of operations and financial condition. The integration of a company the size of Datalink into our business may be more difficult and time consuming than anticipated, and we may be unable to achieve the expected synergies and operating efficiencies within the expected time frames or at all. We cannot assure that these risks or other unforeseen factors will not offset the intended benefits of the acquisitions, in whole or in part.

Our future operating results may fluctuate significantly. Our operating results are highly dependent upon our level of gross profit as a percentage of net sales, which fluctuates due to numerous factors, including changes in prices from partners, changes in the amount and timing of partner funding, volumes of purchases, changes in client mix, management of our cash conversion cycle, the relative mix of products and services sold during the period, general competitive conditions, and strategic product and services pricing and purchasing actions. As a result of significant price competition and our higher concentration of large enterprise clients, our gross margins are low, and we expect them to continue to be low in the future. Increased competition arising from industry consolidation and low demand for certain IT products and services may hinder our ability to maintain or improve our gross margins. These low gross margins magnify the impact of variations in revenue and operating costs on our operating results. In addition, our expense levels are based, in part, on anticipated net sales and the anticipated amount and timing of partner funding, and a portion of our operating expenses is relatively fixed. Therefore, we may not be able to reduce spending quickly enough to compensate for any unexpected net sales shortfall, and we may not be able to reduce our operating expenses as a percentage of revenue to mitigate any further reductions in gross margins in the future. If we cannot proportionately decrease our cost structure, our business, financial condition and results of operations could suffer. In addition, a reduction in the amount of credit granted to us by our partners could increase our need for and cost of working capital and have a material adverse effect on our business, financial condition and results of operations.

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There are risks associated with our international operations that are different than the risks associated with our operations in the United States, and our exposure to the risks of a global market could hinder our ability to maintain and expand international operations. Outside of the United States, we have operation centers in Australia, Canada, France, Germany and the United Kingdom, as well as sales offices throughout EMEA and APAC. In the regions in which we do not currently have a physical presence, we serve our clients through strategic relationships. In implementing our international strategy, we may face barriers to entry and competition from local companies and other companies that already have established global businesses, as well as the risks generally associated with conducting business internationally. The success and profitability of international operations are subject to numerous risks and uncertainties, many of which are outside of our control, such as:

• political or economic instability;

• changes in governmental regulation or taxation (foreign and domestic);

• currency exchange fluctuations;

• changes in import/export laws, regulations and customs and duties (foreign and domestic);

• trade restrictions (foreign and domestic);

• difficulties of conducting business, managing operations, and costs of staffing in certain foreign countries;

• work stoppages or other changes in labor conditions;

• taxes and other restrictions on repatriating foreign profits back to the United States;

• extended payment terms;

• seasonal reductions in business activity in some parts of the world; and

• natural disasters, terrorism, civil unrest and other geopolitical uncertainties.

In addition, changes in policies and/or laws of the United States or foreign governments, including data privacy restrictions, resulting in, among other changes, higher taxation, tariffs or similar protectionist laws, currency conversion limitations, limitations on business operations, or the nationalization of private enterprises could reduce the anticipated benefits of international operations and could have a material adverse effect on our business, financial condition and results of operations.

We have currency exposure arising from both sales and purchases denominated in foreign currencies, including intercompany transactions outside the United States, and we currently conduct limited hedging activities. In addition, some currencies may be subject to limitations on conversion into other currencies, which can limit the ability to otherwise react to rapid foreign currency devaluations. We cannot predict with precision the effect of future exchange-rate fluctuations, and significant rate fluctuations could have a material adverse effect on our business, financial condition and results of operations.

International operations also expose us to currency fluctuations as we translate the financial statements of our foreign operations to U.S. dollars.

General economic conditions, including unfavorable economic conditions in a particular region, business or industry sector, may lead our clients to delay or forgo investments in IT hardware, software and services. Weak economic conditions generally or any broad-based reduction in IT spending adversely affects our business, operating results and financial condition. A prolonged slowdown in the global economy or similar crisis, or in a particular region or business or industry sector, or tightening of credit markets, could cause our clients to have difficulty accessing capital and credit sources, delay contractual payments, or delay or forgo decisions to upgrade or add to their existing IT environments, license new software or purchase products or services (particularly with respect to discretionary spending for hardware, software and services). Such events could have a material adverse effect on our business, financial condition and results of operations. Economic or industry downturns could result in longer payment cycles, increased collection costs and defaults in excess of our expectations. A significant deterioration in our ability to collect on accounts receivable could also impact the cost or availability of financing under our accounts receivable securitization program.

In addition, there continues to be substantial uncertainty regarding the impact of the Referendum on the United Kingdom’s Membership in the European Union (“EU”) (referred to as “Brexit”), advising for the exit of the United Kingdom from the EU. Potential adverse consequences of Brexit such as global market uncertainty, volatility in currency exchange rates, greater restrictions on imports and exports between the United Kingdom and EU countries and increased regulatory complexities could have a negative impact on our business, financial condition and results of operations.

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The acquisition of Datalink will increase our outstanding debt and interest expense and lowered the availability on our financing facilities, all of which could have a material adverse effect on our results of operations and financial condition. We borrowed approximately $196.0 million to partially fund our acquisition of Datalink on January 6, 2017. We anticipate that these additional borrowings will increase our 2017 interest expense by approximately $6 million compared to interest expense incurred in 2016. Additionally, our financing facilities have variable interest rates, which increase our exposure to interest rate fluctuations and may result in greater interest expense than we have forecasted.

Our financing facilities contain various covenants that we must comply with in order to avoid an occurrence of an event of default. The covenants include limitations on the payment of dividends and the requirement that we comply with maximum leverage and minimum fixed charge ratio requirements, comply with a minimum receivables requirement and meet monthly, quarterly and annual reporting requirements. Our ability to maintain compliance with our financial covenants and to make scheduled payments on our financing facilities depends on our financial and operating performance. If we were unable to maintain compliance or to repay the borrowed amounts, the lenders under our financing facilities could declare an event of default and demand payment within a specified period of time.

Breaches in the security of our electronic and other confidential information could materially adversely affect our financial condition and results of operations. We are dependent upon automated information technology processes. Privacy, security, and compliance concerns have continued to increase as technology has evolved to facilitate commerce and as cross-border commerce increases. As part of our normal business activities, we collect and store certain confidential information, including information about teammates and information about partners and clients which may be entitled to protection under a number of regulatory regimes. In the course of normal and customary business practice, we may share some of this information with vendors who assist us with certain aspects of our business. Moreover, the success of our operations depends upon the secure transmission of confidential and personal data over public networks, including the use of cashless payments. Any failure on the part of us or our vendors to maintain the security of data we are required to protect, including via the penetration of our network security and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also result in deterioration in our teammates’, partners’ and clients’ confidence in us and other competitive disadvantages, and thus could have a material adverse effect on our business, financial condition and results of operations. In the past, we have been subject to information security attacks. Although we do not believe the attacks resulted in the misappropriation of sensitive data, we have been, and expect to continue to be, subject to electronic data attacks and threats.

Disruptions in our IT systems and voice and data networks could affect our ability to service our clients and cause us to incur additional expenses. We believe that our success to date has been, and future results of operations will be, dependent in large part upon our ability to provide prompt and efficient service to our clients. Our ability to provide that level of service is largely dependent on the ease of use, accuracy, quality and utilization of our IT systems, which affects our ability to manage our sales, client service, distribution, inventories and accounting systems, and the reliability of our voice and data networks and managed services offerings. If our current technology is determined to have a shorter useful life or the value of our current system is impaired, we could incur additional depreciation expense and/or impairment charges. The continuing development of our IT systems is crucial for our success. Accordingly, some of our IT systems are subject to ongoing IT projects designed to streamline or optimize the information systems. There is no guarantee that we will be successful in these efforts at all times or that there will not be implementation or integration difficulties. In addition, a substantial interruption in our IT systems or in our voice and data networks, however caused, could occur and could have a material adverse effect on our business, financial condition and results of operations.

The failure to comply with the terms and conditions of our commercial and public sector contracts could result in, among other things, damages, fines or other liabilities. Sales to commercial clients are based on stated contractual terms, the terms and conditions on our website or terms contained in purchase orders on a transaction by transaction basis. Sales to public sector clients are derived from sales to federal, state and local governmental departments and agencies, as well as to educational institutions, through open market sales and various contracts and programs. Noncompliance with contract terms, particularly to highly regulated public sector clients, or with government procurement regulations could result in fines or penalties against us or termination of contracts, and, in the public sector, could also result in civil, criminal, and administrative liability. With respect to our public sector clients, the government’s remedies may include suspension or debarment. In addition, almost all of our contracts have default provisions, and substantially all of our contracts in the public sector are terminable at any time for convenience of the contracting agency. Our sales to our public sector customers are also impacted by government spending policies, budget priorities and revenue levels. An adverse change in government spending policies (including budget cuts at the federal, state and local level), budget priorities or revenue levels could cause our public sector customers to reduce their purchases or to terminate or not renew their contracts with us. These possible actions or the adoption of new or modified procurement regulations or practices could have a material adverse effect our business, financial position and results of operations.

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We are exposed to accounts receivable risks. We extend credit to our customers for a significant portion of our net sales, typically on 30-day payment terms. We are subject to the risk that our customers may not pay for the products they have purchased, or may pay at a slower rate than we have historically experienced, the risk of which is heightened during periods of economic downturn or uncertainty or, in the case of public sector customers, during periods of budget constraints.

We rely on independent shipping companies for delivery of products and are subject to price increases or service interruptions from these carriers. We generally ship hardware products to our customers by FedEx, United Parcel Service and other commercial delivery services and invoice customers for delivery charges. If we are unable to pass on to our clients future increases in the cost of commercial delivery services, our profitability could be adversely affected. Additionally, strikes, inclement weather, natural disasters or other service interruptions by such shippers could adversely affect our ability to deliver products on a timely basis. Such events could have a material adverse effect on our business, financial condition and results of operations.

We depend on certain personnel. We rely on key management teammates to execute our strategy to grow profitable market share. The loss of one or more of these leaders, or a failure to attract and retain new executives, could have a material adverse effect on our business, financial condition and results of operations. We also believe that our future success will be largely dependent on our ability to attract and retain highly qualified management, sales, service and technical teammates, and we make significant investments in the training of our sales account executives and services engineers. If we are not able to retain such personnel or to train them quickly enough to meet changing market conditions, we could experience a drop in the overall quality and efficiency of our sales and services teammates, and that could have a material adverse effect on our business, financial condition and results of operations.

A natural disaster or other adverse occurrence at one of our primary facilities or customer data centers could damage our business. We have warehouse and distribution facilities in the United States and Canada and in the United Kingdom and Germany. If the warehouse and distribution equipment at one of our distribution centers were to be seriously damaged by a natural disaster or other adverse occurrence, we could utilize another distribution center or third-party distributors to ship products to our customers. However, this may not be sufficient to avoid interruptions in our service and may not enable us to meet all of the needs of our customers and would cause us to incur incremental operating costs. In addition, we operate customer data centers and numerous sales offices which may contain both business-critical data and confidential information of our customers. A natural disaster or other adverse occurrence at any of the customer data centers or at any of our major sales offices could negatively impact our business, results of operations or cash flows.

Changes in, interpretations of, or enforcement trends related to tax rules and regulations may adversely affect our effective income tax rates or operating margins and we may be required to pay additional tax assessments. We conduct business globally and file income tax returns in various U.S. and foreign tax jurisdictions. Our effective tax rate could be adversely affected by various factors, many of which are outside of our control, including:

• changes in pre-tax income in various jurisdictions in which we operate that have differing statutory tax rates;

• higher corporate tax rates and the availability of deductions or credits in the United States and elsewhere;

• changes in tax laws, regulations, and/or interpretations of such tax laws in multiple jurisdictions;

• tax effects related to purchase accounting for acquisitions; and

• resolutions of issues arising from tax examinations and any related interest or penalties.

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The determination of our worldwide provision for income taxes and other tax liabilities requires estimation, judgment and complex calculations in situations where the ultimate tax determination may not be certain. Our determination of tax liabilities is always subject to review or examination by tax authorities in various jurisdictions. Any adverse outcome of such review or examination could have a material adverse effect on our financial condition and results of operations.

We may not be able to protect our intellectual property adequately, and we may be subject to intellectual property infringement claims. To protect our intellectual property, we rely on copyright, trademark and trade secret laws, unpatented proprietary know-how, and patents, as well as confidentiality, invention assignment, non-solicitation and non-competition agreements. There can be no assurance that these measures will afford us sufficient protection of our intellectual property, and it is possible that third parties may copy or otherwise obtain and use our proprietary information without authorization or otherwise infringe on our intellectual property rights. The disclosure of our trade secrets could impair our competitive position and could have a material adverse effect on our business, financial condition and results of operations. In addition, our registered trademarks and trade names are subject to challenge by third parties. This may affect our ability to continue using those marks and names. Likewise, many businesses are actively investing in, developing and seeking protection for intellectual property in the areas of search, indexing, e-commerce and other Web-related technologies, as well as a variety of on-line business models and methods, all of which are in addition to traditional research and development efforts for IT products and application software, and non-practicing entities continue to invest in acquiring patent portfolios for the purpose of turning the portfolios into income-generating assets, whether through licensing campaigns or litigation. If there is a determination that we have infringed the proprietary rights of others, we could incur substantial monetary liability, be forced to stop selling infringing products or providing infringing services, be required to enter into costly royalty or licensing agreements, if available, or be prevented from using the rights, which could force us to change our business practices or hardware, software or services offerings in the future. These types of claims and challenges could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to risks from legal proceedings and audits and failure to comply with the laws and regulations applicable to our operations could adversely impact our business, results of operations or cash flows. We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial, employment, tort and other litigation. Because of our significant sales to governmental entities, we also are subject to audits by federal, state, international, national, provincial and local authorities. We also are subject to audits by various vendor partners and large customers, including government agencies, relating to purchases and sales under various contracts. In addition, we are subject to indemnification claims under various contracts. Current and future litigation, infringement claims, governmental proceedings and investigations, audits or indemnification claims that we face may result in substantial costs and expenses and significantly divert the attention of our management regardless of the outcome. Additionally, our operations are subject to numerous U.S. and foreign laws and regulations in a number of areas including areas of labor and employment, advertising, ecommerce, tax, import and export requirements, anti-corruption, data privacy requirements, anti-competition, and environmental, health, and safety. Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business, and the risk of noncompliance. We have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but there can be no guarantee against coworkers, contractors, or agents violating such laws and regulations or our policies and procedures.

Item 1B. Unresolved Staff Comments

Not applicable.

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Item 2. Properties

Our principal executive offices are located in Tempe, Arizona. We believe that our facilities are suitable and adequate for our present purposes, and we anticipate that we will be able to extend our existing leases on terms satisfactory to us or, if necessary, to locate substitute facilities on acceptable terms. At December 31, 2016, we owned or leased approximately 1.3 million square feet of office and warehouse space, and, while approximately 66% of the square footage is in the United States, we own or lease office and warehouse facilities in 11 countries in EMEA and we lease office facilities in five countries in APAC.

Information about significant sales, distribution, services and administration facilities in use as of December 31, 2016 is summarized in the following table:

Operating Segment	Location	Primary Activities	Own or Lease
North America	Tempe, Arizona, USA	Executive Offices, Sales and Administration and Network Operations Center	Own
	Tempe, Arizona, USA	Client Support Center	Own
	Addison, Illinois, USA	Sales and Administration	Lease
	Hanover Park, Illinois, USA	Services, Distribution and Administration	Lease
	Plano, Texas, USA	Sales and Administration	Lease
	Austin, Texas, USA	Sales and Administration	Lease
	Liberty Lake, Washington, USA	Sales and Administration	Lease
	Tampa, Florida, USA	Sales and Administration	Lease
	Conway, Arkansas, USA	Sales and Administration	Lease
	Winnipeg, Manitoba, Canada	Sales and Administration	Lease
	Montreal, Quebec, Canada	Sales and Administration	Own
	Montreal, Quebec, Canada	Distribution	Lease
EMEA	Sheffield, United Kingdom	Sales and Administration	Own
	Sheffield, United Kingdom	Distribution	Lease
	Uxbridge, United Kingdom	Sales and Administration	Lease
	Garching, Germany	Sales and Administration	Lease
	Frankfurt, Germany	Sales and Administration	Lease
	Frankfurt, Germany	Distribution	Lease
	Vélizy, France	Sales and Administration	Lease
APAC	Sydney, New South Wales, Australia	Sales and Administration	Lease
	Perth, Australia	Sales and Administration	Lease

In addition to those listed above, we have leased sales offices in various cities across North America, EMEA and APAC. These properties are not included in the table above. Substantially all of our owned properties secure our senior revolving credit facility (“revolving facility”). A portion of the client support center that we own in Tempe, Arizona included in the table above is currently leased to Revana, formerly known as Direct Alliance Corporation, a discontinued operation that was sold to a third party in 2006. For additional information on operating leases, see Note 7 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Item 3. Legal Proceedings

For a discussion of legal proceedings, see “Legal Proceedings” in Note 17 to the Consolidated Financial Statements in Part II, Item 8 of this report, which is incorporated by reference herein.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock trades under the symbol “NSIT” on The Nasdaq Global Select Market. The following table shows, for the calendar quarters indicated, the high and low sales prices per share for our common stock as reported on The Nasdaq Global Select Market.

	Common Stock
Year 2016	High Price		Low Price
Fourth Quarter	$	41.81	$	28.15
Third Quarter		32.77		24.23
Second Quarter		29.39		23.31
First Quarter		28.96		18.26
Year 2015
Fourth Quarter	$	27.78	$	24.41
Third Quarter		30.20		24.03
Second Quarter		32.80		26.29
First Quarter		29.04		23.03

As of February 10, 2017, we had 35,485,034 shares of common stock outstanding held by 58 stockholders of record. This figure does not include an estimate of the number of beneficial holders whose shares are held of record by brokerage firms and clearing agencies.

We have never paid a cash dividend on our common stock, and we currently do not intend to pay any cash dividends in the foreseeable future. Our revolving facility and our accounts receivable securitization financing facility contain restrictions on the payment of cash dividends.

Issuer Purchases of Equity Securities

We did not repurchase shares of our common stock during the quarter ended December 31, 2016.

See further information on our share repurchase programs in Note 16 to the Consolidated Financial Statements in Part II, Item 8 of this report.

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Stock Price Performance Graph

Set forth below is a graph comparing the percentage change in the cumulative total stockholder return on our common stock with the cumulative total return of the Nasdaq US Benchmark TR Index (Market Index) and the Nasdaq US Benchmark Computer Hardware TR Index (Industry Index) for the period starting January 1, 2012 and ending December 31, 2016. The graph assumes that $100 was invested on January 1, 2012 in our common stock and in each of the two Nasdaq indices, and that, as to such indices, dividends were reinvested. We have not, since our inception, paid any cash dividends on our common stock. Historical stock price performance shown on the graph is not necessarily indicative of future price performance.

	Dec. 31, 2011		Dec. 31, 2012		Dec. 31, 2013		Dec. 31, 2014		Dec. 31, 2015		Dec. 31, 2016
Insight Enterprises, Inc. Common Stock (NSIT)		100.00		113.60		148.53		169.33		164.29		264.49
Nasdaq US Benchmark TR Index (Market Index)		100.00		116.43		155.41		174.78		175.62		198.47
Nasdaq US Benchmark Computer Hardware TR Index (Industry Index)		100.00		119.88		141.04		191.18		174.07		200.63

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INSIGHT ENTERPRISES, INC.

Item 6. Selected Financial Data

The following selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and the Notes thereto in Part II, Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this report. The selected consolidated financial data presented below under the captions “Consolidated Statements of Operations Data” and “Consolidated Balance Sheet Data” as of and for each of the years in the five-year period ended December 31, 2016 is derived from our audited consolidated financial statements. The consolidated financial statements as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016, which have been audited by KPMG LLP, our independent registered public accounting firm, are included in Part II, Item 8 of this report.

	Years Ended December 31,
	2016			2015			2014			2013			2012
		(in thousands, except per share data)
Consolidated Statements of Operations Data (1)
Net sales	$	5,485,515		$	5,373,090		$	5,316,229		$	5,144,347		$	5,301,441
Costs of goods sold		4,742,413			4,656,758			4,603,826			4,445,460			4,581,765
Gross profit		743,102			716,332			712,403			698,887			719,676
Operating expenses:
Selling and administrative expenses		585,243			584,906			576,967			564,910			565,206
Severance and restructuring expenses		4,580			4,907			4,433			12,740			6,317
Acquisition-related expenses		4,447			—			—			—			—
Earnings from operations		148,832			126,519			131,003			121,237			148,153
Non-operating (income) expense:
Interest income		(1,066	)		(783	)		(1,062	)		(1,230	)		(1,468	)
Interest expense		8,628			7,224			6,019			6,337			6,101
Gain on bargain purchase		—			—			—			—			(2,022	)
Net foreign currency exchange loss (gain)		522			(393	)		327			194			(463	)
Other expense, net		1,290			1,295			1,347			1,412			1,337
Earnings before income taxes		139,458			119,176			124,372			114,524			144,668
Income tax expense		54,768			43,325			48,688			43,503			51,905
Net earnings	$	84,690		$	75,851		$	75,684		$	71,021		$	92,763
Net earnings per share:
Basic	$	2.35		$	2.00		$	1.84		$	1.65		$	2.09
Diluted	$	2.32		$	1.98		$	1.83		$	1.64		$	2.07
Shares used in per share calculations:
Basic		36,102			37,984			41,062			43,012			44,413
Diluted		36,438			38,275			41,358			43,289			44,834

19

INSIGHT ENTERPRISES, INC.

	December 31,
	2016		2015		2014		2013		2012
	(in thousands)
Consolidated Balance Sheet Data
Working capital	$	544,943	$	543,534	$	565,559	$	526,423	$	503,042
Total assets		2,219,300		2,014,017		1,947,838		1,868,611		2,001,721
Short-term debt, including capital leases and other financing obligations(2)		480		1,535		766		217		602
Long-term debt, including capital leases and other financing obligations(2)		40,251		89,000		62,535		66,949		80,000
Stockholders’ equity		713,443		685,742		721,231		716,918		705,291
Cash dividends declared per common share		—		—		—		—		—

⁽¹⁾  Our consolidated statements of operations data includes results of the following acquisitions from their respective dates of acquisition: Ignia from September 1, 2016, BlueMetal from October 1, 2015 and Inmac from February 1, 2012.

⁽²⁾  Excludes obligations under our inventory financing facility of $154.9 million, $106.3 million, $122.8 million, $115.3 million and $116.8 million as of December 31, 2016, 2015, 2014, 2013 and 2012, respectively. We do not include these obligations in total debt because we have not in the past incurred, and in the future do not expect to incur, any interest payments due under this facility. These amounts are classified separately as accounts payable-inventory financing facility on our consolidated balance sheets. See Note 5 to the Consolidated Financial Statements in Part II, Item 8 of this report.

20

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part II, Item 8 of this report. Our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including those discussed in “Risk Factors” in Part I, Item 1A and elsewhere in this report.

Overview

We are a Fortune 500-ranked global provider of IT hardware, software, Cloud and service solutions to business, government, healthcare and educational clients in North America; Europe, the Middle East, Africa (“EMEA”); and Asia-Pacific (“APAC”). Our offerings in North America and select countries in EMEA and APAC include hardware, software and services. Our offerings in the remainder of our EMEA and APAC segments are largely software and select software-related services.

Full year 2016 financial and operational highlights included the following:

• In North America:

• We successfully completed the integration of BlueMetal into the business, which helped drive double-digit growth in services sales for the full year;

• We gained hardware market share from competitors according to third party data; and

• We continued to help clients assess and migrate to the Cloud, either through hybrid Cloud/data center solutions or public Cloud alternatives.

• In EMEA:

• We executed well in the core business, growing earnings from operations by 44% year over year, while continuing to transform to a Cloud and solutions company; and

• We believe that we led the market in Cloud adoption with our largest software partner in EMEA.

• In APAC:

• We continued to diversify our business mix by increasing our hardware and services sales across the region; and

• We acquired Ignia in the third quarter as part of our continuing efforts to deliver value-added services globally to our clients.

On a consolidated basis, for the year ended December 31, 2016, our net sales of $5.5 billion increased 2% compared to 2015, up 4% year over year excluding the effects of fluctuating foreign currency exchange rates. Our resulting gross profit also increased by 4%, or $26.8 million, compared to 2015, up 6% year over year excluding the effects of fluctuating foreign currency exchange rates. Consolidated gross margin improved approximately 20 basis points to 13.5% of net sales in 2016. Selling and administrative expenses remained flat, increasing $337,000 in 2016 compared to 2015. We reported earnings from operations of $148.8 million in 2016, an increase of 18% compared to the prior year, which represented 2.7% of net sales, compared to 2.4% in the prior year. Our effective tax rate in 2016 was 39.3% compared to 36.4% in 2015 and 39.1% in 2014. Net earnings and diluted net earnings per share were $84.7 million and $2.32, respectively, in 2016. In 2015, we reported net earnings of $75.9 million and diluted net earnings per share of $1.98. In 2014, we reported net earnings of $75.7 million and diluted net earnings per share of $1.83.

The results of operations for 2016 include the following items:

• the acquisition of Ignia effective September 1, 2016;

• transaction costs totaling $4.4 million, $4.2 million net of tax, associated with the acquisitions of Ignia and Datalink;

• severance and restructuring expenses of $4.6 million, $3.3 million net of tax;

• a gain of $338,000 on the sale of our Bloomingdale, Illinois real estate; and

• the repurchase of approximately 1.9 million shares of the Company’s common stock for $50 million.

The results of operations for 2016 do not include the results of Datalink, as the acquisition did not close until January 6, 2017.

21

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

The results of operations for 2015 include the following items:

• the acquisition of BlueMetal effective October 1, 2015;

• severance and restructuring expenses of $4.9 million, $4.3 million net of tax;

• an impairment loss of $800,000 to further reduce the carrying amount of our previously owned real estate in Bloomingdale, Illinois to its estimated fair value less costs to sell; and

• the repurchase of approximately 3.3 million shares of the Company’s common stock for $91.8 million.

The results of operations for 2014 include the following items:

• severance and restructuring expenses of $4.4 million, $3.7 million net of tax;

• an impairment loss of $4.6 million and accelerated depreciation of $620,000 to reduce the carrying amount of our previously owned real estate in Bloomingdale, Illinois to its estimated fair value less costs to sell;

• a reduction in costs of goods sold of approximately $4.1 million associated with the settlement or recovery of previously disputed sales tax amounts;

• a reduction in selling and administrative expenses to recognize a $895,000 gain upon our sale of certain real estate to a related party; and

• the repurchase of approximately 2.1 million shares of the Company’s common stock for $50.4 million.

Throughout the “Overview” and “Results of Operations” sections of “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit, selling and administrative expenses and earnings from operations on a consolidated basis and in North America, EMEA and APAC excluding the effects of fluctuating foreign currency exchange rates. In computing these amounts and percentages, we compare the current period amount as translated into U.S. dollars under the applicable accounting standards to the prior period amount in local currency translated into U.S. dollars utilizing the weighted average translation rate for the current period.

Net of tax amounts referenced above were computed using the statutory tax rate for the taxing jurisdictions in the operating segment in which the related expenses were recorded, adjusted for the effects of valuation allowances on net operating losses in certain jurisdictions.

During 2016, we generated $95.8 million of cash flows from operations, we repurchased $50 million of our common stock and utilized approximately $10.8 million, net of cash acquired, to fund the acquisition of Ignia. We ended the year with $202.9 million of cash and cash equivalents and $39.5 million of debt outstanding under our long-term debt facilities.

During 2016, we amended our revolving facility and our ABS facility and increased the combined maximum borrowing capacity available to us by $50 million and extended the maturity dates of the agreement to 2021 and 2019, respectively. In addition, we amended our inventory financing facility and increased the maximum capacity available to us under that facility by $75 million and extended the maturity date to 2021.

Details about segment results of operations can be found in Note 21 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Our discussion and analysis of financial condition and results of operations is intended to assist in the understanding of our consolidated financial statements, including the changes in certain key items in those consolidated financial statements from year to year and the primary factors that contributed to those changes, as well as how certain critical accounting estimates affect our consolidated financial statements.

22

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Critical Accounting Estimates

General

Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this report. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ from our estimates. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

We consider the following to be our critical accounting estimates used in the preparation of our consolidated financial statements:

Sales Recognition

Sales are recognized when title and risk of loss are passed to the client, there is persuasive evidence of an arrangement for sale, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable and collectibility is reasonably assured. Our standard sales terms are F.O.B. shipping point or equivalent, at which time title and risk of loss have passed to the client. However, because we either (i) have a general practice of covering client losses while products are in transit despite title and risk of loss contractually transferring at the point of shipment or (ii) have specifically stated F.O.B. destination contractual terms with the client, delivery is not deemed to have occurred until the point in time when the product is received by the client.

We leverage drop-shipment arrangements with many of our partners and suppliers to deliver products to our clients without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-shipment arrangements on a gross basis when the product is received by the client. We recognize revenue on a gross basis as the principal in the transaction because we control the transaction as the primary obligor for product fulfillment in the arrangement, we assume inventory risk if the product is returned by the client, we set the price of the product charged to the client, we assume credit risk for the amounts invoiced, and we work closely with our clients to determine their hardware and software specifications.

We make provisions for estimated product returns that we expect to occur under our return policy based upon historical return rates. Our manufacturers warrant most of the products we market, and it is our policy to request that clients return their defective products directly to the manufacturer for warranty service during the manufacturer’s warranty period. On selected products, and for selected client service reasons, we may accept returns directly from the client and then either credit the client or ship a replacement product. We generally offer a limited 15- to 30-day return policy for unopened products and certain opened products, which are consistent with manufacturers’ terms; however, for some products we may charge restocking fees. Products returned opened are processed and returned to the manufacturer or partner for repair, replacement or credit to us. Subject to some manufacturers’ restrictions, certain products cannot be returned to the manufacturer for warranty processing. We resell most unopened products returned to us. If we accept a return from a client that we cannot return to the partner, we try to mitigate our losses by selling to inventory liquidators, to end users as “previously sold” or “used” products, or through other channels.

Revenue is recognized from software sales when clients acquire the right to use or copy software under license, but in no case prior to the commencement of the term of the initial software license agreement, provided that all other revenue recognition criteria have been met (i.e., evidence of the arrangement exists, the fee is fixed or determinable and collectibility of the fee is probable).

We sell certain third-party service contracts and software maintenance and Cloud or software-as-a-service subscription products for which we are not the primary obligor. These sales do not meet the criteria for gross sales recognition and, thus, are recorded on a net sales recognition basis. As we enter into contracts with third-party service providers or vendors and our clients, we evaluate whether the subsequent sales of such services should be recorded as gross sales or net sales. We determine whether we act as a principal in the transaction and assume the risks and rewards of ownership or if we are simply acting as an agent or broker. Under gross sales recognition, the selling price is recorded in sales and our cost to the third-party service provider or vendor is recorded in costs of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to sales, resulting in net sales equal to the gross profit on the transaction, and there are no costs of goods sold.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

We recognize revenue for sales of services ratably over the time period over which the service will be provided if there is no discernible pattern of recognition of the cost to perform the service. Billings for such services that are made in advance of the related revenue recognized are recorded as deferred revenue and recognized as revenue ratably over the billing coverage period. Revenue from certain arrangements that allow for the use of a product or service over a period of time without taking possession of software are also accounted for ratably over the time period over which the service will be provided.

We recognize revenue for professional services engagements that are on a time and materials basis based upon hours incurred as the services are performed and amounts are earned. Net sales for these service engagements are not a significant portion of our consolidated net sales.

Additionally, we sell certain professional services contracts on a fixed fee basis. Revenues for fixed fee professional services contracts are recognized based on the ratio of costs incurred to total estimated costs. Net sales for these service contracts are not a significant portion of our consolidated net sales.

In certain arrangements, we may provide a combination of hardware and software products and the provision of services. Services that are performed by us in conjunction with hardware and software sales that are completed in our facilities prior to shipment of the product are recognized upon delivery, when title passes to the client, for the hardware sale. Net sales of services that are performed at client locations are primarily service-only contracts and are recorded as sales when the services are performed. The total consideration for an arrangement with multiple deliverables is allocated to all deliverables that represent a separate unit of accounting using the relative selling price method.

Partner Funding

We receive payments and credits from partners, including consideration pursuant to volume sales incentive programs, volume purchase incentive programs and shared marketing expense programs. Partner funding received pursuant to volume sales incentive programs is recognized as it is earned as a reduction to costs of goods sold. Partner funding received pursuant to volume purchase incentive programs is allocated as a reduction to inventories based on the applicable incentives earned from each partner and is recorded in costs of goods sold as the related inventory is sold. Partner funding received pursuant to shared marketing expense programs is recorded as it is earned as a reduction of the related selling and administrative expenses in the period the program takes place if the consideration represents a reimbursement of specific, incremental, identifiable costs. Consideration that exceeds the specific, incremental, identifiable costs is classified as a reduction of costs of goods sold. Changes in estimates of anticipated achievement levels under individual partner programs could have a material effect on our results of operations and our cash flows.

See Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of our accounting policies related to partner funding.

Valuation of Long-Lived Assets Including Purchased Intangible Assets and Goodwill

We review property, plant and equipment and purchased intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. If such events or changes in circumstances indicate a possible impairment, our asset impairment review assesses the recoverability of the assets based on the estimated undiscounted future cash flows expected to result from the use of the asset or the asset group plus net proceeds expected from disposition of the asset or the asset group (if any) and compares that value to the carrying value. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the carrying value exceeds the undiscounted future cash flows, an impairment loss is recognized for the difference between fair value and the carrying amount. This approach uses our estimates of future market growth, forecasted net sales and costs, expected periods the assets will be utilized and appropriate discount rates.

24

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

We perform an annual review of our goodwill in the fourth quarter of every year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We continually assess whether any indicators of impairment exist, and that assessment requires a significant amount of judgment. Events or circumstances that could trigger an impairment review include a significant adverse change in legal factors or in the business climate, unanticipated competition, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant declines in our stock price for a sustained period or significant underperformance relative to expected historical or projected future cash flows or results of operations. Any adverse change in these factors, among others, could have a significant effect on the recoverability of goodwill and could have a material effect on our consolidated financial statements.

The goodwill impairment test is performed at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and management of the segment regularly reviews the operating results of that component. When two or more components of an operating segment have similar economic characteristics, the components may be aggregated and deemed a single reporting unit. An operating segment shall be deemed to be a reporting unit if all of its components are similar, if none of its components is a reporting unit, or if the segment comprises only a single component. Insight has three reporting units, which are equivalent to our operating segments.

We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. In completing a quantitative test for a potential impairment of goodwill, we first compare the estimated fair value of each reporting unit in which the goodwill resides to its book value, including goodwill. Management must apply judgment in determining the estimated fair value of our reporting units. Multiple valuation techniques can be used to assess the fair value of the reporting unit, including the market and income approaches. All of these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both. These estimates and assumptions primarily include, but are not limited to, an appropriate control premium in excess of the market capitalization of the Company, future market growth, forecasted sales and costs and appropriate discount rates. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. Management evaluates the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting units. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. To ensure the reasonableness of the estimated fair values of our reporting units, we perform a reconciliation of our total market capitalization to the estimated fair value of all of our reporting units.

If the fair value of the reporting unit is less than its book value, then we are required to perform the second step of the impairment analysis by comparing the carrying amount of the goodwill with its implied fair value. In step two of the analysis, we utilize the fair value of the reporting unit computed in the first step to perform a hypothetical purchase price allocation to the fair value of the assets and liabilities of the reporting unit. The difference between the fair value of the reporting unit calculated in step one and the fair value of the underlying assets and liabilities of the reporting unit is the implied fair value of the reporting unit’s goodwill. Management must also apply judgment in determining the estimated fair value of these individual assets and liabilities and may include independent valuations of certain internally generated and unrecognized intangible assets, such as trademarks. Management also evaluates the merits of each significant assumption, both individually and in the aggregate, used to determine the fair values of these individual assets and liabilities. If the carrying amount of our goodwill exceeds the implied fair value of that goodwill, an impairment loss would be recognized in an amount equal to the excess.

See further information on the carrying value of goodwill in Note 3 to the Consolidated Financial Statements in Part II, Item 8 of this report.

25

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Income Taxes

Our effective tax rate includes the effect of undistributed foreign earnings for which no U.S. taxes have been provided because such earnings are planned to be reinvested indefinitely outside the United States. If there are material changes in our estimates of cash, working capital and long-term investment requirements and it becomes apparent that some or all of the undistributed earnings of a subsidiary will need to be remitted in the foreseeable future, but U.S. income taxes have not been recognized by Insight, we would be required to reassess current and future income tax expense attributable to that subsidiary. A determination that we will no longer assert indefinite reinvestment in one or more foreign jurisdictions could affect our assertion on our other foreign entities.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We consider past operating results, future market growth, forecasted earnings, historical and projected taxable income, the mix of earnings in the jurisdictions in which we operate, prudent and feasible tax planning strategies and statutory tax law changes in determining the need for a valuation allowance. If we were to determine that it is more likely than not that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period such determination is made. Likewise, if we later determine that it is more likely than not that all or part of the net deferred tax assets would be realized, then all or part of the previously provided valuation allowance would be reversed.

We establish liabilities for potentially unfavorable outcomes associated with uncertain tax positions taken on specific tax matters. These liabilities are based on management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. There may be differences between the anticipated and actual outcomes of these matters that may result in subsequent recognition or derecognition of a tax position based on all the available information at the time. If material adjustments are warranted, it could affect our effective tax rate.

Additional information about the valuation allowance and uncertain tax positions can be found in Note 11 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Contingencies

From time to time, we are subject to potential claims and assessments from third parties. We are also subject to various government agency, client and partner audits. We continually assess whether or not such claims have merit and warrant accrual. An accrual is made if it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Such estimates are subject to change and may affect our results of operations and our cash flows. Additional information about contingencies can be found in Note 17 to the Consolidated Financial Statements in Part II, Item 8 of this report.

RESULTS OF OPERATIONS

The following table sets forth certain financial data as a percentage of net sales for the years ended December 31, 2016, 2015 and 2014:

	2016			2015			2014
Net sales		100.0	%		100.0	%		100.0	%
Costs of goods sold		86.5			86.7			86.6
Gross profit		13.5			13.3			13.4
Operating expenses:
Selling and administrative expenses		10.7			10.9			10.8
Severance and restructuring and acquisition-related expenses		0.1			0.0			0.1
Earnings from operations		2.7			2.4			2.5
Non-operating expense, net		0.2			0.2			0.2
Earnings before income taxes		2.5			2.2			2.3
Income tax expense		1.0			0.8			0.9
Net earnings		1.5	%		1.4	%		1.4	%

26

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

2016 Compared to 2015

Net Sales. Net sales increased 2%, or $112.4 million, in 2016 compared to 2015. Our net sales by operating segment for 2016 and 2015 were as follows (dollars in thousands):

	2016		2015		% Change
North America	$	3,971,828	$	3,823,528		4	%
EMEA		1,338,560		1,371,137		(2	%)
APAC		175,127		178,425		(2	%)
Consolidated	$	5,485,515	$	5,373,090		2	%

Net sales in North America increased 4%, or $148.3 million, in 2016 compared to 2015. Net sales of hardware and services increased 5% and 10%, respectively, year over year, while net sales of software remained flat year over year. The improvement in net sales in the hardware category was due primarily to higher sales of client devices, servers and storage products. The increase in services net sales reflects the BlueMetal acquisition in October 2015 as well as organic growth in technical services projects. Software net sales during 2016 reflected the continued trend toward higher sales of Cloud-based offerings and a higher mix of software maintenance sales that are recorded on a net sales recognition basis, with net sales equal to the gross profit on the transaction.

Net sales in EMEA decreased 2%, or $32.6 million, in 2016 compared to 2015. Excluding the effects of fluctuating foreign currency exchange rates, net sales increased 4% in 2016 compared to 2015. Net sales of services and software were up 15% and 1%, respectively, year over year, while net sales of hardware were down 9% year to year. Excluding the effects of fluctuating foreign currency exchange rates, net sales of services, software and hardware increased 22%, 6% and 1%, respectively, year over year. The increase in services net sales was due primarily to increased sales of license consulting services and partner delivered third-party services to new and existing clients across the region. The increase in software net sales in 2016 compared to 2015 was driven by increased volume with large enterprise clients, partially offset by a higher volume of sales of software maintenance and Cloud subscription products that are recorded on a net sales recognition basis.

Net sales in APAC decreased 2%, or $3.3 million, in 2016 compared to 2015. Excluding the effects of fluctuating foreign currency exchange rates, net sales in 2016 remained flat compared to 2015. An increase in services and hardware net sales year over year was offset by a decrease in software net sales during 2016 compared to 2015 resulting from a higher volume of sales of software maintenance and Cloud subscription products that are recorded on a net sales recognition basis.

Net sales by category for North America, EMEA and APAC were as follows for 2016 and 2015:

	North America						EMEA						APAC
Sales Mix	2016			2015			2016			2015			2016			2015
Hardware		62	%		61	%		36	%		39	%		11	%		8	%
Software		31	%		32	%		61	%		58	%		82	%		89	%
Services		7	%		7	%		3	%		3	%		7	%		3	%
		100	%		100	%		100	%		100	%		100	%		100	%

Gross Profit. Gross profit increased 4%, or $26.8 million, in 2016 compared to 2015, with gross margin increasing approximately 20 basis points to 13.5% of net sales. Our gross profit and gross profit as a percent of net sales by operating segment for 2016 and 2015 were as follows (dollars in thousands):

	2016		% of Net Sales			2015		% of Net Sales
North America	$	525,481		13.2	%	$	501,563		13.1	%
EMEA		185,687		13.9	%		186,287		13.6	%
APAC		31,934		18.2	%		28,482		16.0	%
Consolidated	$	743,102		13.5	%	$	716,332		13.3	%

27

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

North America’s gross profit in 2016 increased 5% compared to 2015, and as a percentage of net sales, gross margin increased by approximately 10 basis points year over year. The year over year increase in gross margin was primarily attributable to increases in supplier discounts year over year as we took advantage of early pay discounts offered by certain of our partners, which generated a 6 basis point improvement in margin year over year. During 2016, we also recognized a $2.2 million insurance settlement as a reduction of cost of sales due to the nature of the related insured loss previously recorded. The insurance settlement accounted for 6 basis points of the year over year margin expansion during 2016 compared to 2015. Although an increase in higher margin consulting services sales generated a 15 basis point improvement in gross margin year over year, the increase was partially offset by a decline in margin generated by sales of warranty services of 12 basis points year to year.

EMEA’s gross profit remained flat in 2016 compared to 2015. Excluding the effects of fluctuating foreign currency exchange rates, gross profit was up 7% in 2016 compared to 2015. As a percentage of net sales, gross margin increased by approximately 30 basis points year over year. The year over year increase in gross margin was primarily attributable to a net increase in product margin, which includes partner funding and freight, of 19 basis points during 2016 compared to 2015. The product margin expansion was due primarily to the positive effect on software margin that results from the higher volume of sales that are recorded on a net sales recognition basis within the net sales line item. Changes in the mix and size of transactions and an increase in partner funding earlier in 2016 also contributed to the margin improvement during 2016 compared to 2015. In addition, we recognized a 13 basis point increase in margin resulting from higher fees from enterprise software agreements during 2016 compared to 2015.

APAC’s gross profit increased 12% in 2016 compared to 2015, with gross margin increasing to 18.2% in 2016 from 16.0% in 2015. Excluding the effects of fluctuating foreign currency exchange rates, gross profit increased 14% in 2016 compared to 2015. The improvement in gross margin in 2016 compared to 2015 was due primarily to the positive effect on margin that results from the higher volume of sales that are recorded on a net sales recognition basis, an increase in the mix of higher margin services net sales, higher partner funding and an increase in hardware sales during 2016 compared to 2015.

Operating Expenses.

Selling and Administrative Expenses. Selling and administrative expenses increased $337,000 in 2016 compared to 2015. Selling and administrative expenses decreased approximately 20 basis points as a percentage of net sales in 2016 compared to 2015. Selling and administrative expenses as a percent of net sales by operating segment for 2016 and 2015 were as follows (dollars in thousands):

	2016		% of Net Sales			2015		% of Net Sales
North America	$	401,316		10.1	%	$	396,603		10.4	%
EMEA		160,269		12.0	%		165,879		12.1	%
APAC		23,658		13.5	%		22,424		12.6	%
Consolidated	$	585,243		10.7	%	$	584,906		10.9	%

North America’s selling and administrative expenses increased 1%, or $4.7 million, in 2016 compared to 2015, but decreased approximately 30 basis points year to year as a percentage of net sales to 10.1% of net sales in 2016. Teammate benefits expense, including healthcare expenses, increased $6.0 million year over year due to an increase in healthcare claims, and variable compensation increased $4.6 million as a result of the increase in net sales and gross profit year over year. These increases in expenses during 2016 compared to 2015 were partially offset by a decline in the provision for losses on accounts receivable of $3.4 million in 2016 compared to 2015 due to favorable collection results and a decrease in salaries and wages and contract labor of $2.7 million resulting from cost reduction initiatives implemented earlier in 2016 across our North America business. As discussed in Note 10 to the Consolidated Financial Statements in Part II, Item 8 of this report, our results for 2015 include a non-cash charge of $800,000 to reduce the carrying amount of our real estate held for sale to its estimated fair value less costs to sell.

With the acquisition of Datalink on January 6, 2017, we expect to record amortization expense associated with intangible assets acquired from Datalink of approximately $11.5 million in 2017 and $9.2 million in each of 2019 through 2026.

EMEA’s selling and administrative expenses decreased 3%, or $5.6 million, in 2016 compared to 2015, and decreased approximately 10 basis points to 12.0% of net sales in 2016. Excluding the effects of fluctuating foreign currency exchange rates, selling and administrative expenses increased 3% compared to the prior year. The increase in expenses (excluding the effects of fluctuating foreign currency exchange rates) was primarily driven by increased salaries and wages and teammate benefits expenses attributed to higher average cost per head in conjunction with our investments in sales and services related headcount to support services and Cloud growth across the region.

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AND RESULTS OF OPERATIONS (continued)

APAC’s selling and administrative expenses increased 6%, or $1.2 million, in 2016 compared to 2015, and increased approximately 90 basis points to 13.5% of net sales in 2016. Excluding the effects of fluctuating foreign currency exchange rates, selling and administrative expenses increased 7% compared to the prior year. The year over year increase is primarily driven by higher variable compensation as a result of the increase in gross profit year over year and increased selling and administrative expenses as a result of the acquisition of Ignia, a business technology consulting and managed services provider, effective September 1, 2016.

Severance and Restructuring Expenses. During 2016, North America, EMEA and APAC recorded severance expense, net of adjustments, totaling $3.0 million, $1.5 million and $118,000, respectively. The North America charges related to a headcount reduction as part of cost reduction initiatives early in 2016 noted previously, while the EMEA charges related to significant restructuring activities, primarily in the United Kingdom, Germany and France, as we worked to reduce our selling and administrative expenses in EMEA. Current period charges were offset by adjustments for changes in estimates of previous accruals as cash payments were made during 2016. During 2015, North America and EMEA recorded severance expense, net of adjustments, totaling $1.1 million and $3.8 million, respectively. APAC did not record any severance expense in 2015. See Note 8 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of severance and restructuring activities.

Acquisition-related Expenses. During 2016, we incurred $169,000 in direct third-party transaction costs related to the acquisition of Ignia and $4.3 million in such costs related to the acquisition of Datalink that was completed on January 6, 2017. See Notes 22 and 23 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of acquisitions.

Non-Operating (Income) Expense.

Interest Income. Interest income for 2016 and 2015 was generated from interest earned on cash and cash equivalent bank balances. The increase in interest income year over year is primarily due to higher interest rates earned on such balances and to higher average interest-bearing cash and cash equivalent balances during 2016.

Interest Expense. Interest expense primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facility. Interest expense increased 19% in 2016 compared to 2015 due primarily to higher borrowing rates and higher average daily balances under our debt facilities in 2016 compared to 2015, while imputed interest under our inventory financing facility remained flat from 2015 to 2016 at $3.4 million. For a description of our various financing facilities, see Notes 5 and 6 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Net Foreign Currency Exchange Gains/Losses. These gains/losses result from foreign currency transactions, including foreign currency derivative contracts and intercompany balances that are not considered long-term in nature. The change in net foreign currency exchange gains/losses is due primarily to the underlying changes in the applicable exchange rates, partially mitigated by our use of foreign exchange forward contracts to offset the effects of fluctuations in foreign currencies on certain of our non-functional currency assets and liabilities.

Other Expense, Net. Other expense, net, consists primarily of bank fees associated with our cash management activities.

Income Tax Expense. Our effective tax rate for 2016 was 39.3% compared to 36.4% in 2015. The increase in the tax rate from 2015 to 2016 was primarily due to the effect of a change in tax law that was enacted in December 2016 related to the taxation of foreign currency translation gains or losses arising from qualified business units and the effect of non-deductible acquisition-related expenses incurred in 2016. The effective tax rate in 2016 was higher than the federal statutory rate of 35.0% primarily due to the increases in the valuation allowances in certain foreign jurisdictions and state taxes in the United States as well as the tax law change during the fourth quarter of 2016 and the effect of non-deductible acquisition-related expenses incurred in 2016, as noted previously. These increases in our effective tax rate in 2016 were offset partially by lower taxes on earnings in foreign jurisdictions. See Note 11 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of income tax expense.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

2015 Compared to 2014

Net Sales. Net sales increased 1%, or $56.9 million, in 2015 compared to 2014. Our net sales by operating segment for 2015 and 2014 were as follows (dollars in thousands):

	2015		2014		% Change
North America	$	3,823,528	$	3,562,726		7	%
EMEA		1,371,137		1,539,968		(11	%)
APAC		178,425		213,535		(16	%)
Consolidated	$	5,373,090	$	5,316,229		1	%

Net sales in North America increased 7%, or $260.8 million, in 2015 compared to 2014. Net sales of hardware, software and services increased 7%, 5% and 20%, respectively, year over year. Net sales in the hardware category were up due to higher sales of client devices and networking and server products to large enterprise and public sector clients, including server sales resulting from the end of life of Microsoft Windows Server 2003 and the completion of a number of multi-quarter network deployments during 2015. Software sales comparisons reflect growth driven from stronger demand for business productivity and security solutions, particularly in the public sector, where we added new clients and continued to grow our existing portfolio in 2015. Services sales improved with additional consulting services engagements and technical deployments performed during 2015, reflecting the benefits of expanding our solutions capabilities, including the acquisition of BlueMetal in the fourth quarter of 2015.

Net sales in EMEA decreased 11%, or $168.8 million, in U.S. dollars, in 2015 compared to 2014. Excluding the effects of fluctuating foreign currency exchange rates, net sales increased 2% in 2015 compared to 2014. Net sales of services were up 9% year over year, while net sales of hardware and software were down 7% and 14%, respectively, in 2015 compared to 2014. Excluding the effects of fluctuating foreign currency exchange rates, net sales of services, hardware and software increased 24%, 2% and 1%, respectively, year over year. The increase in services net sales was due primarily to increased sales of Cloud solutions and third-party services to new and existing clients across the region. The increase in hardware net sales (excluding the effects of fluctuating foreign currency exchange rates) was due primarily to higher volume in sales with our corporate and public sector clients, with year over year growth most notably in the server hardware category. The increase in software net sales (excluding the effects of fluctuating foreign currency exchange rates) was driven by higher volume with our public sector and service provider clients, primarily for business productivity solutions, earlier in 2015, offset by the effect of certain large software transactions in the fourth quarter of 2014 that did not recur in 2015.

Net sales in APAC decreased 16%, or $35.1 million, in 2015 compared to 2014. Excluding the effects of fluctuating foreign currency exchange rates, net sales decreased 5% in 2015 compared to 2014 due to lower volume as a result of a softer economy and a higher mix of software maintenance sales, which are recorded on a net sales recognition basis.

Net sales by category for North America, EMEA and APAC were as follows for 2015 and 2014:

	North America						EMEA						APAC
Sales Mix	2015			2014			2015			2014			2015			2014
Hardware		61	%		61	%		39	%		37	%		8	%		6	%
Software		32	%		33	%		58	%		61	%		89	%		91	%
Services		7	%		6	%		3	%		2	%		3	%		3	%
		100	%		100	%		100	%		100	%		100	%		100	%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Gross Profit. Gross profit increased 1%, or $3.9 million, in 2015 compared to 2014, with gross margin decreasing approximately 10 basis points to 13.3% of net sales. Our gross profit and gross profit as a percent of net sales by operating segment for 2015 and 2014 were as follows (dollars in thousands):

	2015		% of Net Sales			2014		% of Net Sales
North America	$	501,563		13.1	%	$	477,447		13.4	%
EMEA		186,287		13.6	%		199,916		13.0	%
APAC		28,482		16.0	%		35,040		16.4	%
Consolidated	$	716,332		13.3	%	$	712,403		13.4	%

North America’s gross profit in 2015 increased 5% compared to 2014, but as a percentage of net sales, gross margin decreased by approximately 30 basis points year to year. The decline in gross margin was due primarily to a 21 basis point decrease in margin contributed by agency fees from enterprise software agreements due primarily to partner program changes and a 20 basis point decrease in product margin, which includes partner funding and freight. The decrease in product margin reflects a higher mix of device sales to large enterprise and public sector clients at lower margins, as well as the negative effect on the year over year comparison of a reduction in costs of goods sold in 2014 of approximately $4.1 million associated with the settlement or recovery of previously disputed sales tax amounts during 2014. These decreases in margin were partially offset by a 17 basis point increase in sales of higher margin services in 2015 compared to 2014.

EMEA’s gross profit decreased 7% in 2015 compared to 2014. Excluding the effects of fluctuating foreign currency exchange rates, gross profit in 2015 was up 6% compared to 2014. As a percentage of net sales, gross margin increased by approximately 60 basis points year over year. The increase in gross margin was due primarily to a 49 basis point increase in product margin, which includes partner funding and freight, and a 12 basis point increase in sales of higher margin services. The primary driver of the increase in product margin during 2015 compared to 2014 was the favorable effect of certain large, low margin software transactions in 2014 that did not recur in 2015.

APAC’s gross profit decreased 19% in 2015 compared to 2014. Excluding the effects of fluctuating foreign currency exchange rates, gross profit in 2015 decreased 7% compared to 2014. As a percentage of net sales, gross margin decreased by approximately 40 basis points, due primarily to a 69 basis point decrease in margin driven by lower fees from enterprise software agreements resulting from partner program changes. This decrease in margin was partially offset by a 21 basis point increase in sales of higher margin services in 2015 compared to 2014.

Operating Expenses.

Selling and Administrative Expenses. Selling and administrative expenses increased 1%, or $7.9 million, in 2015 compared to 2014. Selling and administrative expenses increased approximately 10 basis points as a percentage of net sales in 2015 compared to 2014. Selling and administrative expenses as a percent of net sales by operating segment for 2015 and 2014 were as follows (dollars in thousands):

	2015		% of Net Sales			2014		% of Net Sales
North America	$	396,603		10.4	%	$	372,936		10.5	%
EMEA		165,879		12.1	%		178,816		11.6	%
APAC		22,424		12.6	%		25,215		11.8	%
Consolidated	$	584,906		10.9	%	$	576,967		10.8	%

North America’s selling and administrative expenses increased 6%, or $23.7 million, in 2015 compared to 2014, but, as a percentage of net sales, selling and administrative expenses decreased approximately 10 basis points to 10.4% of net sales in 2015. As discussed in Note 10 to the Consolidated Financial Statements in Part II, Item 8 of this report, our results for 2015 and 2014 include non-cash charges of $800,000 and $5.2 million, respectively, to reduce the carrying amount of our owned real estate in Bloomingdale, Illinois that was held for sale to its estimated fair value less costs to sell. Additionally, salaries and wages and contract labor increased $15.2 million year over year due to investments in sales and services personnel, variable compensation increased approximately $6.3 million year over year as a result of improved net sales and gross profit performance and teammate-related expenses increased $2.5 million year over year due primarily to an increase in healthcare benefit costs due to increased claims under self-insured programs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

EMEA’s selling and administrative expenses decreased 7%, or $12.9 million, in 2015 compared to 2014, but, as a percentage of net sales, selling and administrative expenses increased approximately 50 basis points to 12.1% of net sales in 2015. Excluding the effects of fluctuating foreign currency exchange rates, selling and administrative expenses increased 5% in 2015 compared to 2014. The increase was primarily driven by higher salaries and wages from investments in sales and services related headcount to support services and Cloud growth across the region.

APAC’s selling and administrative expenses decreased 11%, or $2.8 million, in 2015 compared to 2014, but, as a percentage of net sales, selling and administrative expenses increased approximately 80 basis points to 12.6% of net sales in 2015. Excluding the effects of fluctuating foreign currency exchange rates, selling and administrative expenses increased 3% compared to the prior year. The increase from 2014 to 2015 is primarily driven by higher salaries and wages and from an increase in teammate-related expenses, partially offset by lower variable compensation based on net sales and gross profit performance in 2015 compared to 2014.

Severance and Restructuring Expenses. During 2015, North America and EMEA recorded severance expense, net of adjustments, totaling $1.1 million and $3.8 million, respectively, related to a continued review of resource needs in North America and additional restructuring activities in EMEA. In North America and EMEA, $1.5 million and $4.0 million, respectively, in new severance costs were offset by $418,000 and $182,000, respectively, of adjustments to prior severance accruals due to changes in estimates during 2015. During 2014, North America, EMEA and APAC recorded severance expense, net of adjustments, totaling $971,000, $3.4 million and $106,000, respectively. In North America and EMEA, $1.5 million and $3.9 million, respectively, in new severance costs were offset by $492,000 and $531,000, respectively, of adjustments to prior severance accruals due to changes in estimates during 2014. See Note 8 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of severance and restructuring activities.

Non-Operating (Income) Expense.

Interest Income. Interest income for 2015 and 2014 was generated from interest earned on cash and cash equivalent bank balances. The decrease in interest income from 2014 to 2015 is primarily due to lower average interest-bearing cash and cash equivalent balances and lower interest rates earned on such balances during 2015.

Interest Expense. Interest expense primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facility. Interest expense increased 20% in 2015 compared to 2014 due primarily to higher average daily balances under our inventory financing facility in 2015 compared to 2014, resulting in an increase in imputed interest under the facility from $2.4 million in 2014 to $3.4 million in 2015. For a description of our various financing facilities, see Notes 5 and 6 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Net Foreign Currency Exchange Gains/Losses. These gains/losses result from foreign currency transactions, including foreign currency derivative contracts and intercompany balances that are not considered long-term in nature. The change in net foreign currency exchange gains/losses is due primarily to the underlying changes in the applicable exchange rates, partially mitigated by our use of foreign exchange forward contracts to offset the effects of fluctuations in foreign currencies on certain of our non-functional currency assets and liabilities.

Other Expense, Net. Other expense, net, consists primarily of bank fees associated with our cash management activities.

Income Tax Expense. Our effective tax rate for 2015 was 36.4% compared to 39.1% in 2014. The decrease in the tax rate from 2014 to 2015 was primarily due to reduced losses in certain foreign jurisdictions in 2015, resulting in less of an increase in the valuation allowance for deferred tax assets related to these foreign operating losses. The effective tax rate in 2015 was higher than the federal statutory rate of 35.0% primarily due to state taxes in the United States as well as the increases in the valuation allowances in certain foreign jurisdictions. These increases in our effective tax rate in 2015 were offset partially by lower taxes on earnings in foreign jurisdictions. See Note 11 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of income tax expense.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

The following table sets forth certain consolidated cash flow information for 2016, 2015 and 2014 (in thousands):

	2016			2015			2014
Net cash provided by operating activities	$	95,805		$	180,510		$	110,319
Net cash used in investing activities		(21,185	)		(57,637	)		(7,511	)
Net cash used in financing activities		(57,907	)		(82,736	)		(48,530	)
Foreign currency exchange effect on cash and cash equivalent balances		(1,809	)		(16,683	)		(16,571	)
Increase in cash and cash equivalents		14,904			23,454			37,707
Cash and cash equivalents at beginning of year		187,978			164,524			126,817
Cash and cash equivalents at end of year	$	202,882		$	187,978		$	164,524

Cash and Cash Flow

Our primary uses of cash during 2016 were to fund working capital requirements, repurchase shares of our common stock, pay down our debt balances, fund capital expenditures and acquire Ignia. Operating activities provided $95.8 million in cash in 2016. Both the 2016 and 2015 results are affected by individually significant transactions at each year end, whereby a single significant receivable was collected from a client in the fourth quarter of the year for which the related payment to the supplier was due and paid in January of the following year, as discussed in more detail below. During 2016, we repurchased $50.0 million of our common stock, made net combined repayments on our long-term debt facilities of $49.5 million and acquired Ignia for $10.8 million, net of cash acquired. Capital expenditures were $12.3 million in 2016, a 9% decrease from 2015, reflecting lower IT investments year to year. Cash and cash equivalent balances in 2016 and 2015 were negatively affected by $1.8 million and $16.7 million, respectively, as a result of foreign currency exchange rates.

We anticipate that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support our presently anticipated cash and working capital requirements for operations as well as other strategic investments over the next 12 months. We currently do not intend nor foresee a need to repatriate any foreign undistributed earnings. We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating cash activities and cash commitments for investing and financing activities, such as capital expenditures and debt repayments, for at least the next 12 months.

Net cash provided by operating activities. Cash flows from operating activities reflect our net earnings, adjusted for non-cash items such as depreciation, amortization, stock-based compensation expense and write-offs and write-downs of assets, as well as changes in asset and liability balances. In 2016, the increases in accounts receivable and accounts payable reflect increased sales and associated costs of goods sold, respectively, in 2016 compared to 2015. However, the 2016 results are also affected by a single significant receivable collected from a client in the fourth quarter of 2016 for which the related payment to the supplier of approximately $160 million was due and paid in January 2017, as noted previously. In the fourth quarter of 2015, we had a similar experience with a significant receivable collected in the quarter for which the payment to the supplier of approximately $60 million was not made until the first quarter of 2016. Excluding the effects of these two individually significant timing differences, cash flow from operations would have been nominal for 2016. Additionally, the increase in accounts payable reflected as cash provided by operating activities in 2016 is affected by the increased use of our inventory financing facility in 2016 to facilitate the purchase of inventory from various suppliers. Increases in accounts payable under this facility are reflected as cash provided by financing activities, as discussed below. Had these purchases been made without using the inventory financing facility during 2016, the net borrowings under our inventory financing facility of $48.6 million that are reflected as cash flows from financing activities would have been reflected as an increase in accounts payable, which would be an increase in cash provided by operating activities. We used more working capital in the fourth quarter of 2016 compared to the fourth quarter of 2015, as our sales growth was weighted to the last two months of the current year. The $50.1 million increase in other assets was primarily a result of our deferral of costs for certain payments made or payable to partners at December 31, 2016, in advance of our being able to recognize the related revenue. The $28.9 million increase in inventories was primarily attributable to an increase in inventory levels at December 31, 2016, to support specific client engagements and hardware sale transactions in transit to clients as of December 31, 2016 such that delivery was not deemed to have occurred until the product was received by the client in early January 2017.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

In 2015, the increases in accounts receivable and accounts payable reflect increased sales and associated costs of goods sold, respectively, in 2015 compared to 2014. However, the 2015 results are also affected by the single significant receivable collected from a client in the fourth quarter of 2015 for which the related payment to the supplier of approximately $60 million was due and paid in January 2016, as noted previously. The increase in other assets was primarily a result of our deferral of costs for certain payments made or payable to partners at December 31, 2015, in advance of our being able to recognize the related revenue. As a result, cash flows from operating activities in 2015 exceeded our historical average annual cash flow generation of $80 million to $120 million.

In 2014, the increases in accounts receivable and accounts payable reflect increased sales and associated costs of goods sold, respectively, in 2014 compared to 2013. The increase in inventories is primarily attributable to an increase in inventory levels at December 31, 2014, to support specific client engagements and hardware sale transactions in transit to clients as of December 31, 2014 such that delivery was not deemed to have occurred until the product was received by the client in early January 2015. The decrease in accrued expenses and other liabilities in 2014 was primarily due to the relative timing of sales tax and VAT payments in 2014 compared to 2013.

Our consolidated cash flow operating metrics for the quarters ended December 31, 2016, 2015 and 2014 are as follows:

	2016			2015			2014
Days sales outstanding in ending accounts receivable (“DSOs”) (a)		90			87			83
Days inventory outstanding (“DIOs”) (b)		12			10			9
Days purchases outstanding in ending accounts payable (“DPOs”) (c)		(88	)		(77	)		(68	)
Cash conversion cycle (days) (d)		14			20			24

(a) Calculated as the balance of accounts receivable, net at the end of the period divided by daily net sales. Daily net sales is calculated as net sales for the quarter divided by 92 days.

(b) Calculated as average inventories (excluding inventories not available for sale) divided by daily costs of goods sold. Average inventories is calculated as the sum of the balances of inventories at the beginning of the period plus inventories at the end of the period divided by two. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 92 days.

(c) Calculated as the sum of the balances of accounts payable – trade and accounts payable – inventory financing facility at the end of the period divided by daily costs of goods sold. Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 92 days.

(d) Calculated as DSOs plus DIOs, less DPOs.

Our cash conversion cycle was 14 days in the fourth quarter ended December 31, 2016, a decrease of six days from the fourth quarter of 2015, due primarily to an 11 day increase in DPOs driven by a single significant payment to a supplier in North America that was due and paid in January 2017. Although the payment to the supplier was not due until after year-end, we collected on the accounts receivable from the client in the fourth quarter of 2016 under normal credit terms. Both the 2016 and 2015 results are affected by individually significant transactions at each year end; however, the magnitude of the 2016 transaction had a greater effect on DPOs. The computation of DPOs for the quarter ended December 31, 2016 includes a payable to a supplier of $160 million, and the computation of DPOs for the quarter ended December 30, 2015 includes a payable to a supplier of $60 million, both of which do not have corresponding accounts receivable outstanding as of the respective period ends.

Our cash conversion cycle was 20 days in the fourth quarter ended December 31, 2015, a decrease of four days from the fourth quarter of 2014, due primarily to an increase in DPOs in North America driven by a single significant payment to a supplier that was due and paid in January 2016, after the resolution of certain invoicing issues with the supplier. Although we did not pay the supplier until after year-end, we collected on the accounts receivable from the client in the fourth quarter of 2015 under normal credit terms.

Our cash conversion cycle was 24 days in the fourth quarter ended December 31, 2014, an improvement of three days from the fourth quarter of 2013, due primarily to higher DPOs in North America driven by the timing of payments to suppliers during the quarter ended December 31, 2014 offset by a one day increase in DIOs due to the increase in inventories discussed above.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

We expect that cash flow from operations will be used, at least partially, to fund working capital as we typically pay our partners on average terms that are shorter than the average terms we grant to our clients in order to take advantage of supplier discounts. We intend to use cash generated in 2017 in excess of working capital needs to support our capital expenditures for the year and to pay down our debt balances. We also may use cash to fund potential acquisitions to add select capabilities.

Net cash used in investing activities. Capital expenditures of $12.3 million, $13.4 million and $10.0 million in 2016, 2015 and 2014, respectively, were primarily related to technology and facility enhancements. We expect total capital expenditures in 2017 to be between $15.0 million and $20.0 million, primarily for technology-related upgrade projects and integration of acquisitions.

During 2016, we acquired Ignia for $10.8 million, net of cash acquired, and during 2015, we acquired BlueMetal for $44.2 million, net of cash acquired.

Net cash used in financing activities. During 2016, we made net combined repayments on our long-term debt under our revolving facility and our accounts receivable securitization facility (“ABS facility”) of $49.5 million and had net borrowings under our inventory financing facility of $48.6 million. In 2016, we also funded $50.0 million of repurchases of our common stock. During 2015, we had net combined borrowings on our long-term debt under our revolving facility and our ABS facility of $28.0 million and made net repayments under our inventory financing facility of $16.5 million. In 2015, we also funded $91.8 million of repurchases of our common stock. During 2014, we had net combined repayments on our long-term debt under our revolving facility and our ABS facility of $5.5 million and had net borrowings under our inventory financing facility of $7.5 million. In 2014, we also funded $50.4 million of repurchases of our common stock.

Financing Facilities

On June 23, 2016, we entered into amendments to our revolving facility, our ABS facility and our inventory financing facility.

As of December 31, 2016, our long-term debt balance consisted of $39.5 million outstanding under our $250.0 million ABS facility and no amounts outstanding under our $350.0 million revolving facility. As of December 31, 2016, the current portion of our long-term debt relates solely to our capital lease obligations. Our objective is to pay our debt balances down while retaining adequate cash balances to meet overall business objectives.

On January 6, 2017, we funded the acquisition of Datalink through a combination of cash on hand and approximately $196.0 million in borrowings under our revolving facility. In conjunction with the acquisition, we amended our revolving facility to expand the facility by $175.0 million in the form of a Term Loan A that requires amortization payments in years one through five. We anticipate that these additional borrowings will increase our 2017 interest expense by approximately $6 million compared to interest expense incurred in 2016 and will require additional cash to fund interest and amortization payments over the term of the loan. See Note 23 to the Consolidated Financial Statements in Part II, Item 8 of this report for a description of our amendment to our revolving facility in conjunction with our acquisition of Datalink.

While the ABS facility has a stated maximum amount, the actual availability under the ABS facility is limited by the quantity and quality of the underlying accounts receivable. As of December 31, 2016, qualified receivables were sufficient to permit access to the full $250.0 million under the ABS facility.

Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under our revolving facility and our ABS facility is limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of the Company’s trailing twelve month net earnings (loss) plus (i) interest expense, excluding non-cash imputed interest on our inventory financing facility, (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) non-cash stock-based compensation, (v) extraordinary or non-recurring non-cash losses or expenses and (vi) certain cash restructuring and acquisition-related charges, not to exceed specified caps (“adjusted earnings”). The maximum leverage ratio permitted under the facilities was increased from 2.75 times to 3.00 times trailing twelve-month adjusted earnings in conjunction with the amendments to the facilities in June 2016 and may increase to 3.50 times trailing twelve-month adjusted earnings in certain circumstances. The maximum ratio was increased in conjunction with the acquisition of Datalink in January 2017. See Note 23 to the Consolidated Financial Statements in Part II, Item 8 of this report. We anticipate that we will be in compliance with our maximum leverage ratio requirements over the next four quarters. However, a significant drop in the Company’s adjusted earnings would limit the amount of indebtedness that could be outstanding at the end of any fiscal quarter to a level that would be below the Company’s consolidated maximum facility amounts. Based on the maximum permitted leverage ratio as of December 31, 2016, the Company’s debt balance that could have been outstanding under our revolving facility and our ABS facility was the full amount of the maximum borrowing capacity of $600.0 million.

35

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Our revolving facility and our ABS facility contain various covenants customary for transactions of this type, including limitations on the payment of dividends and the requirement that we comply with maximum leverage and minimum fixed charge ratio requirements, comply with a minimum receivable requirement and meet monthly, quarterly and annual reporting requirements. If we fail to comply with these covenants, the lenders would be able to demand payment within a specified time period. At December 31, 2016, we were in compliance with all such covenants. Further, the terms of the ABS facility identify various circumstances that would result in an “amortization event” under the facility. At December 31, 2016, no such “amortization event” had occurred.

We also have an agreement with a financial intermediary to facilitate the purchase of inventory from various suppliers under certain terms and conditions. These amounts are classified separately as accounts payable - inventory financing facility in our consolidated balance sheets.

The aggregate availability for vendor purchases under our inventory financing facility is $325,000,000. From time to time and at our option, we may request to increase the aggregate amount available under the inventory financing facility by up to an aggregate of $25,000,000, subject to customary conditions. The facility matures on June 23, 2021. Additionally, the facility may be renewed under certain circumstances described in the agreement for successive 12-month periods. Interest does not accrue on accounts payable under this facility provided the accounts payable are paid within stated vendor terms (ranging from 30 to 60 days).

Notes 5 and 6 to the Consolidated Financial Statements in Part II, Item 8 of this report also include: a description of our financing facilities; amounts outstanding; amounts available and weighted average borrowings and interest rates during the year.

Undistributed Foreign Earnings

Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the United States. We do not provide for U.S. income taxes on the undistributed earnings of those of our foreign subsidiaries where earnings are reinvested and, in the opinion of management, will continue to be reinvested indefinitely outside of the United States. As of December 31, 2016, we had approximately $179.9 million in cash and cash equivalents in certain of our foreign subsidiaries where we consider undistributed earnings of these foreign subsidiaries to be indefinitely reinvested. As of December 31, 2016, the majority of our foreign cash resides in the Netherlands, Canada, Australia, Russia and the United Kingdom. Certain of these cash balances will be remitted to the United States by paying down intercompany payables generated in the ordinary course of business. This repayment would not change our policy to indefinitely reinvest earnings of our foreign subsidiaries. The undistributed earnings of foreign subsidiaries that are deemed to be indefinitely reinvested outside of the United States were approximately $105.3 million at December 31, 2016, compared to $88.9 million at the end of 2015. We intend to use undistributed earnings for general business purposes in the foreign jurisdictions as well as to fund our capital expenditures and potential acquisitions.

Off-Balance Sheet Arrangements

We have entered into off-balance sheet arrangements, which include guaranties and indemnifications. These arrangements are discussed in Note 17 to the Consolidated Financial Statements in Part II, Item 8 of this report. We believe that none of our off-balance sheet arrangements have, or are reasonably likely to have, a material current or future effect on our financial condition, sales or expenses, results of operations, liquidity, capital expenditures or capital resources.

36

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Contractual Obligations

At December 31, 2016, our contractual obligations for continuing operations were as follows (in thousands):

	Payments due by period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Long-term debt (a)	$	39,500	$	—	$	39,500	$		$	—
Capital lease obligations, including interest payments		1,324		542		782		—		—
Inventory financing facility (b)		154,930		154,930		—		—		—
Operating lease obligations (c)		66,555		14,571		24,810		14,666		12,508
Severance and restructuring obligations (d)		2,164		2,164		—		—		—
Other contractual obligations (e)		9,038		1,959		2,936		2,015		2,128
Total	$	273,511	$	174,166	$	68,028	$	16,681	$	14,636

(a) Reflects the $39.5 million outstanding at December 31, 2016 under our ABS facility as due in June 2019, the date at which the facility matures. See further discussion in Note 6 to the Consolidated Financial Statements in Part II, Item 8 of this report.

(b) As of December 31, 2016, this amount has been included in our contractual obligations table above as being due in less than 1 year due to the 30- to 60-day stated vendor terms. See further discussion in Note 5 to the Consolidated Financial Statements in Part II, Item 8 of this report.

(c) Amounts in the table above exclude non-cancellable rental income of approximately $1.5 million due in less than one year and a total of approximately $3.2 million due in years one through three.

(d) As a result of approved severance and restructuring plans, we expect future cash expenditures related to employee termination benefits. See further discussion in Note 8 to the Consolidated Financial Statements in Part II, Item 8 of this report.

(e) The table above includes:

I. Estimated interest payments of $751,000 in 2017 and 2018 and $375,000 in the first six months of 2019, based on the current debt balance at December 31, 2016 of $39.5 million under our ABS facility, multiplied by the weighted average interest rate for the year ended December 31, 2016 of 1.9% per annum.

II. Amounts totaling $388,000 through 2018 for other contractual obligations.

III. We estimate that we will owe $6.8 million in future years in connection with the obligations to perform asset-retirement activities that are conditional on a future event.

The table above excludes $2.2 million of unrecognized tax benefits, including $195,000 related to accrued interest, as we are unable to reasonably estimate the ultimate amount or timing of settlement. See further discussion in Note 11 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Although we set purchase targets with our partners tied to the amount of supplier reimbursements we receive, we have no material contractual purchase obligations with our partners.

Acquisitions

Our strategy includes the possible acquisition of or investments in other businesses to expand or complement our operations or to add select services capabilities. The magnitude, timing and nature of any future acquisitions or investments will depend on a number of factors, including the availability of suitable candidates, the negotiation of acceptable terms, our financial capabilities and general economic and business conditions. Financing for future transactions would result in the utilization of cash, incurrence of additional debt, issuance of stock or some combination of the three. See Note 23 to the Consolidated Financial Statements in Part II, Item 8 of this report for a discussion of our acquisition of Datalink on January 6, 2017 and the amendment to our revolving facility to fund, in part, the acquisition.

Inflation

We have historically not been adversely affected by inflation, as technological advances and competition within the IT industry have generally caused the prices of the products we sell to decline and product life cycles tend to be short. This requires our growth in unit sales to exceed the decline in prices in order to increase our net sales. We believe that most price increases could be passed on to our clients, as prices charged by us are not set by long-term contracts; however, as a result of competitive pressure, there can be no assurance that the full effect of any such price increases could be passed on to our clients.

37

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Recently Issued Accounting Standards

The information contained in Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this report concerning a description of recent accounting pronouncements, including our expected dates of adoption and the estimated effects on our results of operations and financial condition, is incorporated by reference herein.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information contained in Note 12 to the Consolidated Financial Statements in Part II, Item 8 of this report concerning a description of market risk management, including interest rate risk and foreign currency exchange risk, is incorporated by reference herein.

38

INSIGHT ENTERPRISES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 8. Financial Statements and Supplementary Data

	Page
Reports of Independent Registered Public Accounting Firm		40
Consolidated Balance Sheets – December 31, 2016 and 2015		42
Consolidated Statements of Operations – For each of the years in the three-year period ended December 31, 2016		43
Consolidated Statements of Comprehensive Income – For each of the years in the three-year period ended December 31, 2016		44
Consolidated Statements of Stockholders’ Equity – For each of the years in the three-year period ended December 31, 2016		45
Consolidated Statements of Cash Flows – For each of the years in the three-year period ended December 31, 2016		46
Notes to Consolidated Financial Statements		47

39

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Insight Enterprises, Inc.:

We have audited the accompanying consolidated balance sheets of Insight Enterprises, Inc. and subsidiaries (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Insight Enterprises, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Insight Enterprises, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 17, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Phoenix, Arizona

February 17, 2017

40

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Insight Enterprises, Inc.:

We have audited Insight Enterprises, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Insight Enterprises, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A (a), Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Insight Enterprises, Inc.’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Insight Enterprises, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Insight Enterprises, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and our report dated February 17, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Phoenix, Arizona

February 17, 2017

41

INSIGHT ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

ASSETS	December 31,
	2016			2015
Current assets:
Cash and cash equivalents	$	202,882		$	187,978
Accounts receivable, net		1,436,742			1,315,094
Inventories		148,203			119,820
Inventories not available for sale		68,619			51,756
Other current assets		127,159			77,011
Total current assets		1,983,605			1,751,659
Property and equipment, net		70,910			88,281
Goodwill		62,645			56,195
Intangible assets, net		20,707			26,983
Deferred income taxes		52,347			62,986
Other assets		29,086			27,913
	$	2,219,300		$	2,014,017
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable—trade	$	1,070,259		$	905,464
Accounts payable—inventory financing facility		154,930			106,327
Accrued expenses and other current liabilities		151,895			144,633
Current portion of long-term debt		480			1,535
Deferred revenue		61,098			50,166
Total current liabilities		1,438,662			1,208,125
Long-term debt		40,251			89,000
Deferred income taxes		900			239
Other liabilities		26,044			30,911
		1,505,857			1,328,275
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 3,000 shares authorized; no shares issued		—			—
Common stock, $0.01 par value, 100,000 shares authorized; 35,484 and 37,106 shares issued and outstanding in 2016 and 2015, respectively		355			371
Additional paid-in capital		309,650			316,686
Retained earnings		459,537			408,721
Accumulated other comprehensive loss – foreign currency translation adjustments		(56,099	)		(40,036	)
Total stockholders’ equity		713,443			685,742
	$	2,219,300		$	2,014,017

See accompanying notes to consolidated financial statements.

42

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Years Ended December 31,
	2016			2015			2014
Net sales	$	5,485,515		$	5,373,090		$	5,316,229
Costs of goods sold		4,742,413			4,656,758			4,603,826
Gross profit		743,102			716,332			712,403
Operating expenses:
Selling and administrative expenses		585,243			584,906			576,967
Severance and restructuring expenses		4,580			4,907			4,433
Acquisition-related expenses		4,447			—			—
Earnings from operations		148,832			126,519			131,003
Non-operating (income) expense:
Interest income		(1,066	)		(783	)		(1,062	)
Interest expense		8,628			7,224			6,019
Net foreign currency exchange loss (gain)		522			(393	)		327
Other expense, net		1,290			1,295			1,347
Earnings before income taxes		139,458			119,176			124,372
Income tax expense		54,768			43,325			48,688
Net earnings	$	84,690		$	75,851		$	75,684
Net earnings per share:
Basic	$	2.35		$	2.00		$	1.84
Diluted	$	2.32		$	1.98		$	1.83
Shares used in per share calculations:
Basic		36,102			37,984			41,062
Diluted		36,438			38,275			41,358

See accompanying notes to consolidated financial statements.

43

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Years Ended December 31,
	2016			2015			2014
Net earnings	$	84,690		$	75,851		$	75,684
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(16,063	)		(26,707	)		(27,270	)
Total comprehensive income	$	68,627		$	49,144		$	48,414

See accompanying notes to consolidated financial statements.

44

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Common Stock						Treasury Stock						Additional Paid-in			Accumulated Other Comprehensive			Retained			Total Stockholders’
	Shares			Par Value			Shares			Amount			Capital			Income (Loss)			Earnings			Equity
Balances at December 31, 2013		42,023		$	420			—		$	—		$	348,703		$	13,941		$	353,854		$	716,918
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes		264			2			—			—			(2,030	)		—			—			(2,028	)
Stock-based compensation expense		—			—			—			—			7,750			—			—			7,750
Tax benefit from stock-based compensation		—			—			—			—			560			—			—			560
Repurchase of treasury stock		—			—			(2,140	)		(50,383	)		—			—			—			(50,383	)
Retirement of treasury stock		(2,140	)		(21	)		2,140			50,383			(17,816	)		—			(32,546	)		—
Foreign currency translation adjustments, net of tax		—			—			—			—			—			(27,270	)		—			(27,270	)
Net earnings		—			—			—			—			—			—			75,684			75,684
Balances at December 31, 2014		40,147			401			—			—			337,167			(13,329	)		396,992			721,231
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes		259			3			—			—			(2,268	)		—			—			(2,265	)
Stock-based compensation expense		—			—			—			—			8,922			—			—			8,922
Tax benefit from stock-based compensation		—			—			—			—			553			—			—			553
Repurchase of treasury stock		—			—			(3,300	)		(91,843	)		—			—			—			(91,843	)
Retirement of treasury stock		(3,300	)		(33	)		3,300			91,843			(27,688	)		—			(64,122	)		—
Foreign currency translation adjustments, net of tax		—			—			—			—			—			(26,707	)		—			(26,707	)
Net earnings		—			—			—			—			—			—			75,851			75,851
Balances at December 31, 2015		37,106			371			—			—			316,686			(40,036	)		408,721			685,742
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes		269			3			—			—			(2,222	)		—			—			(2,219	)
Stock-based compensation expense		—			—			—			—			11,058			—			—			11,058
Tax benefit from stock-based compensation		—			—			—			—			235			—			—			235
Repurchase of treasury stock		—			—			(1,891	)		(50,000	)		—			—			—			(50,000	)
Retirement of treasury stock		(1,891	)		(19	)		1,891			50,000			(16,107	)		—			(33,874	)		—
Foreign currency translation adjustments, net of tax		—			—			—			—			—			(16,063	)		—			(16,063	)
Net earnings		—			—			—			—			—			—			84,690			84,690
Balances at December 31, 2016		35,484		$	355			—		$	—		$	309,650		$	(56,099	)	$	459,537		$	713,443

See accompanying notes to consolidated financial statements.

45

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2016			2015			2014
Cash flows from operating activities:
Net earnings	$	84,690		$	75,851		$	75,684
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization of property and equipment		27,493			26,649			29,243
Amortization of intangible assets		10,637			11,308			11,327
Non-cash real estate impairment		—			800			4,558
Provision for losses on accounts receivable		2,452			6,761			4,409
Write-downs of inventories		2,934			3,997			2,630
Write-off of property and equipment		—			535			741
Non-cash stock-based compensation		11,058			8,922			7,750
Excess tax benefit from employee gains on stock-based compensation		(323	)		(592	)		(568	)
Deferred income taxes		10,517			5,174			3,794
Gain on related party sale of property and equipment		—			—			(895	)
Gain on sale of real estate		(338	)		—			—
Changes in assets and liabilities:
Increase in accounts receivable		(168,966	)		(47,206	)		(107,969	)
Increase in inventories		(50,712	)		(9,214	)		(35,714	)
Increase in other assets		(50,130	)		(26,714	)		(3,578	)
Increase in accounts payable		193,582			113,594			121,506
Increase in deferred revenue		10,633			2,927			8,303
Increase (decrease) in accrued expenses and other liabilities		12,278			7,718			(10,902	)
Net cash provided by operating activities		95,805			180,510			110,319
Cash flows from investing activities:
Acquisition of Ignia, net of cash acquired		(10,804	)		—			—
Acquisition of BlueMetal, net of cash acquired		507			(44,221	)		—
Purchases of property and equipment		(12,266	)		(13,416	)		(9,983	)
Proceeds from related party sale of property and equipment		—			—			2,472
Proceeds from sale of real estate, net		1,378			—			—
Net cash used in investing activities		(21,185	)		(57,637	)		(7,511	)
Cash flows from financing activities:
Borrowings on senior revolving credit facility		772,218			686,410			484,992
Repayments on senior revolving credit facility		(772,218	)		(686,410	)		(501,492	)
Borrowings on accounts receivable securitization financing facility		2,802,000			1,897,100			1,050,070
Repayments on accounts receivable securitization financing facility		(2,851,500	)		(1,869,100	)		(1,039,070	)
Borrowings under other financing agreements		—			—			2,002
Repayments under other financing agreements		(1,309	)		(543	)		(150	)
Payments on capital lease obligations		(445	)		(223	)		(217	)
Net borrowings (repayments) under inventory financing facility		48,603			(16,454	)		7,529
Payment of deferred financing fees		(3,360	)		—			(351	)
Excess tax benefit from employee gains on stock-based compensation		323			592			568
Payment of payroll taxes on stock-based compensation through shares withheld		(2,219	)		(2,265	)		(2,028	)
Repurchases of common stock		(50,000	)		(91,843	)		(50,383	)
Net cash used in financing activities		(57,907	)		(82,736	)		(48,530	)
Foreign currency exchange effect on cash and cash equivalent balances		(1,809	)		(16,683	)		(16,571	)
Increase in cash and cash equivalents		14,904			23,454			37,707
Cash and cash equivalents at beginning of year		187,978			164,524			126,817
Cash and cash equivalents at end of year	$	202,882		$	187,978		$	164,524

See accompanying notes to consolidated financial statements.

46

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Operations and Summary of Significant Accounting Policies

Description of Business

We are a Fortune 500-ranked global provider of information technology (“IT”) hardware, software, Cloud and service solutions to business, government, healthcare and educational clients. Our Company is organized in the following three operating segments, which are primarily defined by their related geographies:

Operating Segment	Geography
North America	United States and Canada
EMEA	Europe, Middle East and Africa
APAC	Asia-Pacific

Our offerings in North America and select countries in EMEA and APAC include hardware, software and services. Our offerings in the remainder of our EMEA and APAC segments are largely software and select software-related services.

Acquisitions

Effective September 1, 2016, we acquired Ignia Pty Ltd (“Ignia”), a business technology consulting and managed services provider headquartered in Perth, Australia, with an additional office in Melbourne, for a cash purchase price, net of cash acquired, of approximately $10,804,000. The acquisition was funded using cash on hand.

Effective October 1, 2015, we acquired BlueMetal Architects, Inc. (“BlueMetal”), an interactive design and technology architecture firm based in the Boston area with offices in Chicago and New York, for a cash purchase price, net of cash acquired, of approximately $44,221,000. The acquisition was funded using borrowings under our accounts receivable securitization financing facility.

Our results of operations include the results of Ignia and BlueMetal from their acquisition dates of September 1, 2016 and October 1, 2015, respectively. (See Note 22 for a discussion of our acquisitions.)

Principles of Consolidation and Presentation

The consolidated financial statements include the accounts of Insight Enterprises, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. References to “the Company,” “Insight,” “we,” “us,” “our” and other similar words refer to Insight Enterprises, Inc. and its consolidated subsidiaries, unless the context suggests otherwise.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Additionally, these estimates and assumptions affect the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to sales recognition, anticipated achievement levels under partner funding programs, assumptions related to stock-based compensation valuation, allowances for doubtful accounts, valuation of inventories, litigation-related obligations, valuation allowances for deferred tax assets and impairment of long-lived assets, including purchased intangibles and goodwill, if indicators of potential impairment exist.

Cash and Cash Equivalents

We consider all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents.

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Book overdrafts represent the amount by which outstanding checks issued, but not yet presented to our banks for disbursement, exceed balances on deposit in applicable bank accounts and a legal right of offset with our positive cash balances in other financial institution accounts does not exist. Our book overdrafts, which are not directly linked to a credit facility or other bank overdraft arrangement, do not result in an actual bank financing, but rather constitute normal unpaid trade payables at the end of a reporting period. These amounts are included within our accounts payable balance in our consolidated balance sheets. The changes in these book overdrafts are included within the changes in accounts payable line item as a component of cash flows from operating activities in our consolidated statements of cash flows.

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts to reflect our best estimate of probable losses inherent in our accounts receivable balance. The allowance is based on our evaluation of the aging of the receivables, historical write-offs and the current economic environment. We write off individual accounts against the reserve when we no longer believe that it is probable that we will collect the receivable because we become aware of a client’s or partner’s inability to meet its financial obligations. Such awareness may be as a result of bankruptcy filings, or deterioration in the client’s or partner’s operating results or financial position.

Inventories

We state inventories, principally purchased IT hardware, at the lower of weighted average cost (which approximates cost under the first-in, first-out method) or market. We evaluate inventories for excess, obsolescence or other factors that may render inventories unmarketable at normal margins. Write-downs are recorded so that inventories reflect the approximate net realizable value and take into account contractual provisions with our partners governing price protection, stock rotation and return privileges relating to obsolescence. Because of the large number of transactions and the complexity of managing the price protection and stock rotation process, estimates are made regarding write-downs of the carrying amount of inventories. Additionally, assumptions about future demand, market conditions and decisions by manufacturers/publishers to discontinue certain products or product lines can affect our decision to write down inventories.

Inventories not available for sale relate to product sales transactions in which we are warehousing the product and will be deploying the product to our clients’ designated locations subsequent to period-end. Additionally, we may perform services on a portion of the product prior to shipment to our clients and will be paid a fee for doing so. Although these product contracts are non-cancelable with customary credit terms beginning the date the inventories are segregated in our warehouse and invoiced to the client and the warranty periods begin on the date of invoice, these transactions do not meet the sales recognition criteria under GAAP. Therefore, we do not record sales and the inventories are classified as inventories not available for sale on our consolidated balance sheet until the product is delivered. If clients remit payment before we deliver the product to them, we record the payments received as deferred revenue on our consolidated balance sheet until such time as the product is delivered.

Property and Equipment

We record property and equipment at cost. We capitalize major improvements and betterments, while maintenance, repairs and minor replacements are expensed as incurred. Depreciation or amortization is provided using the straight-line method over the following estimated economic lives of the assets:

	Estimated Economic Life
Leasehold improvements	Shorter of underlying lease term or asset life
Furniture and fixtures	2 – 7 years
Equipment	3 – 5 years
Software	3 – 10 years
Buildings	29 years

Costs incurred to develop internal-use software during the application development stage, including capitalized interest, are recorded in property and equipment at cost. External direct costs of materials and services consumed in developing or obtaining internal-use computer software and payroll and payroll-related costs for teammates who are directly associated with and who devote time to internal-use computer software development projects, to the extent of the time spent directly on the project and specific to application development, are capitalized.

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Reviews are regularly performed to determine whether facts and circumstances exist which indicate that the useful life is shorter than originally estimated or the carrying amount of assets may not be recoverable. When an indication exists that the carrying amount of long-lived assets may not be recoverable, we assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets.

Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The quantitative two-step goodwill impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. The Company has three reporting units, which are the same as our operating segments. Multiple valuation techniques can be used to assess the fair value of the reporting unit. All of these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both.

Intangible Assets

We amortize intangible assets acquired in business combinations using the straight-line method over the following estimated economic lives of the intangible assets from the date of acquisition:

	Estimated Economic Life
Customer relationships	2 – 11 years
Tradenames and Restrictive Covenant Agreements	9 months – 3 years

We regularly perform reviews to determine if facts and circumstances exist which indicate that the useful lives of our intangible assets are shorter than originally estimated or the carrying amount of these assets may not be recoverable. When an indication exists that the carrying amount of intangible assets may not be recoverable, we assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets.

Trade Credits

Trade credit liabilities arise from aged unclaimed credit memos, duplicate payments, payments for returned product or overpayments made to us by our clients, and, to a lesser extent, from goods received by us from a partner for which we were never invoiced. Trade credit liabilities are included in accrued expenses and other current liabilities in our consolidated balance sheets. We derecognize the liability as a reduction of costs of goods sold only if it has been extinguished, upon either (1) our payment of the liability to relieve our obligation or (2) our legal release from the related obligation.

Self Insurance

We are self-insured in the United States for medical insurance up to certain annual stop-loss limits and workers’ compensation claims up to certain deductible limits. We establish reserves for claims, both reported and incurred but not reported, using currently available information as well as our historical claims experience.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Treasury Stock

We record repurchases of our common stock as treasury stock at cost. We also record the subsequent retirement of these treasury shares at cost. The excess of the cost of the shares retired over their par value is allocated between additional paid-in capital and retained earnings. The amount recorded as a reduction of paid-in capital is based on the excess of the average original issue price of the shares over par value. The remaining amount is recorded as a reduction of retained earnings.

Sales Recognition

Sales are recognized when title and risk of loss are passed to the client, there is persuasive evidence of an arrangement for sale, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable and collectibility is reasonably assured. Our standard sales terms are F.O.B. shipping point or equivalent, at which time title and risk of loss have passed to the client. However, because we either (i) have a general practice of covering client losses while products are in transit despite title and risk of loss contractually transferring at the point of shipment or (ii) have specifically stated F.O.B. destination contractual terms with the client, delivery is not deemed to have occurred until the point in time when the product is received by the client.

We leverage drop-shipment arrangements with many of our partners and suppliers to deliver products to our clients without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-shipment arrangements on a gross basis when the product is received by the client. We recognize revenue on a gross basis as the principal in the transaction because we control the transaction as the primary obligor for product fulfillment in the arrangement, we assume inventory risk if the product is returned by the client, we set the price of the product charged to the client, we assume credit risk for the amounts invoiced, and we work closely with our clients to determine their hardware and software specifications.

We make provisions for estimated product returns that we expect to occur under our return policy based upon historical return rates. Our manufacturers warrant most of the products we market, and it is our policy to request that clients return their defective products directly to the manufacturer for warranty service during the manufacturer’s warranty period. On selected products, and for selected client service reasons, we may accept returns directly from the client and then either credit the client or ship a replacement product. We generally offer a limited 15- to 30-day return policy for unopened products and certain opened products, which are consistent with manufacturers’ terms; however, for some products we may charge restocking fees. Products returned opened are processed and returned to the manufacturer or partner for repair, replacement or credit to us. Subject to some manufacturers’ restrictions, certain products cannot be returned to the manufacturer for warranty processing. We resell most unopened products returned to us. If we accept a return from a client that we cannot return to the partner, we try to mitigate our losses by selling to inventory liquidators, to end users as “previously sold” or “used” products, or through other channels.

We record the freight we bill to our clients as net sales and the related freight costs we pay as costs of goods sold. We report sales net of any sales-based taxes assessed by governmental authorities that are imposed on and concurrent with sales transactions.

Revenue is recognized from software sales when clients acquire the right to use or copy software under license, but in no case prior to the commencement of the term of the initial software license agreement, provided that all other revenue recognition criteria have been met (i.e., evidence of the arrangement exists, the fee is fixed or determinable and collectibility of the fee is probable).

We sell certain third-party service contracts, software maintenance and Cloud or software-as-a-service subscription products for which we are not the primary obligor. These sales do not meet the criteria for gross sales recognition, and thus are recorded on a net sales recognition basis. As we enter into contracts with third-party service providers or vendors and our clients, we evaluate whether the subsequent sales of such services should be recorded as gross sales or net sales. We determine whether we act as a principal in the transaction and assume the risks and rewards of ownership or if we are simply acting as an agent or broker. Under gross sales recognition, the selling price is recorded in sales and our cost to the third-party service provider or vendor is recorded in costs of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to sales, resulting in net sales equal to the gross profit on the transaction, and there are no costs of goods sold.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We recognize revenue for sales of services ratably over the time period over which the service will be provided if there is no discernible pattern of recognition of the cost to perform the service. Billings for such services that are made in advance of the related revenue recognized are recorded as deferred revenue and recognized as revenue ratably over the billing coverage period. Revenue from certain arrangements that allow for the use of a product or service over a period of time without taking possession of software are also accounted for ratably over the time period over which the service will be provided.

We recognize revenue for professional services engagements that are on a time and materials basis based upon hours incurred as the services are performed and amounts are earned. Net sales for these services engagements are not a significant portion of our consolidated net sales.

Additionally, we sell certain professional services contracts on a fixed fee basis. Revenues for fixed fee professional services contracts are recognized based on the ratio of costs incurred to total estimated costs. Net sales for these service contracts are not a significant portion of our consolidated net sales.

In certain arrangements, we may provide a combination of hardware and software products and the provision of services. Services that are performed by us in conjunction with hardware and software sales that are completed in our facilities prior to shipment of the product are recognized upon delivery, when title passes to the client, for the hardware sale. Net sales of services that are performed at client locations are primarily service-only contracts and are recorded as sales when the services are performed. The total consideration for an arrangement with multiple deliverables is allocated to all deliverables that represent a separate unit of accounting using the relative selling price method.

Costs of Goods Sold

Costs of goods sold include product costs, direct costs incurred associated with delivering services, outbound and inbound freight costs and provisions for inventory reserves. These costs are reduced by provisions for supplier discounts and certain payments and credits received from partners, as described under “Partner Funding” below.

Selling and Administrative Expenses

Selling and administrative expenses include salaries and wages, bonuses and incentives, stock-based compensation expense, employee-related expenses, facility-related expenses, marketing and advertising expense, reduced by certain payments and credits received from partners related to shared marketing expense programs, as described under “Partner Funding” below, depreciation of property and equipment, professional fees, amortization of intangible assets, provisions for losses on accounts receivable and other operating expenses.

Partner Funding

We receive payments and credits from partners, including consideration pursuant to volume sales incentive programs, volume purchase incentive programs and shared marketing expense programs. Partner funding received pursuant to volume sales incentive programs is recognized as it is earned as a reduction to costs of goods sold. Partner funding received pursuant to volume purchase incentive programs is allocated as a reduction to inventories based on the applicable incentives earned from each partner and is recorded in cost of goods sold as the related inventory is sold. Partner funding received pursuant to shared marketing expense programs is recorded as it is earned as a reduction of the related selling and administrative expenses in the period the program takes place if the consideration represents a reimbursement of specific, incremental, identifiable costs. Consideration that exceeds the specific, incremental, identifiable costs is classified as a reduction of costs of goods sold. The amount of partner funding recorded as a reduction of selling and administrative expenses in our statements of operations totaled $45,801,000, $43,311,000 and $40,106,000 in 2016, 2015 and 2014, respectively.

Concentrations of Risk

Credit Risk

Although we are affected by the international economic climate, management does not believe material credit risk concentration existed at December 31, 2016. We monitor our clients’ financial condition and do not require collateral. No single client accounted for more than 3% of our consolidated net sales in 2016.

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Supplier Risk

Purchases from Microsoft accounted for approximately 27% of our aggregate purchases in 2016. No other partner accounted for more than 10% of purchases in 2016. Our top five partners as a group for 2016 were Microsoft, Ingram Micro (a distributor), HP Inc., Cisco and Tech Data (a distributor), and approximately 59% of our total purchases during 2016 came from this group of partners. Although brand names and individual products are important to our business, we believe that competitive sources of supply are available in substantially all of our product categories such that, with the exception of Microsoft, we are not dependent on any single partner for sourcing products.

Advertising Costs

Advertising costs are expensed as they are incurred. Advertising expense of $37,565,000, $33,568,000 and $31,214,000 was recorded in 2016, 2015 and 2014, respectively. These amounts were predominantly offset by partner funding earned pursuant to shared marketing expense programs recorded as a reduction of selling and administrative expenses, as discussed in “Partner Funding” above.

Stock-Based Compensation

Stock-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Stock-based compensation expense is classified in the same line item of our consolidated statements of operations as other payroll-related expenses specific to the employee. Compensation expense related to service-based restricted stock units (“RSUs”) is recognized on a straight-line basis over the requisite service period for the entire award. Compensation expense related to performance-based RSUs is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards (i.e., a graded vesting basis).

Foreign Currencies

We use the U.S. dollar as our reporting currency. The functional currencies of our foreign subsidiaries are the local currencies. Accordingly, assets and liabilities of the subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet dates. Income and expense items are translated at the average exchange rate for each month within the year. The resulting translation adjustments are recorded directly in accumulated other comprehensive income (loss), net of tax – foreign currency translation adjustments as a separate component of stockholders’ equity. Net foreign currency transaction gains/losses, including transaction gains/losses on intercompany balances that are not of a long-term investment nature and non-functional currency cash balances, are reported as a separate component of non-operating (income) expense in our consolidated statements of operations.

Derivative Financial Instruments

We enter into forward foreign exchange contracts to mitigate the risk of non-functional currency monetary assets and liabilities on our consolidated financial statements. These forward contracts are not designated as hedge instruments. The fair value of all derivative assets and liabilities are recorded gross in the other current assets and accrued expenses and other current liabilities sections of our consolidated balance sheets. Gains/losses are recorded net in non-operating (income) expense in our consolidated statements of operations.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.

We recognize net deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We record uncertain tax positions on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Interest and penalties related to unrecognized tax benefits are recognized within the income tax expense line in our consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in our consolidated balance sheets.

Net Earnings Per Share (“EPS”)

Basic EPS is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during each year. Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding RSUs. A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):

	Years Ended December 31,
	2016		2015		2014
Numerator:
Net earnings	$	84,690	$	75,851	$	75,684
Denominator:
Weighted-average shares used to compute basic EPS		36,102		37,984		41,062
Dilutive potential common shares due to dilutive RSUs, net of tax effect		336		291		296
Weighted-average shares used to compute diluted EPS		36,438		38,275		41,358
Net earnings per share:
Basic	$	2.35	$	2.00	$	1.84
Diluted	$	2.32	$	1.98	$	1.83

In 2016, 2015 and 2014, approximately 36,000, 1,000 and 20,000, respectively, of our RSUs were not included in the diluted EPS calculations because their inclusion would have been anti-dilutive. These share-based awards could be dilutive in the future.

Recently Issued Accounting Standards

In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-18, “Restricted Cash.” The new standard requires companies to include cash and cash equivalents that have restrictions on withdrawal or use within total cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The new standard should be adopted retrospectively. We plan to adopt this new standard in the first quarter of 2018 and do not expect the adoption to have a material effect on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The new standard is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. It addresses eight specific cash flow issues to clarify the presentation and classification of cash receipts and cash payments in the statement of cash flows. The new standard is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The new standard should be adopted retrospectively. We plan to adopt this new standard in the first quarter of 2018 and do not expect the adoption to have a material effect on our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which supersedes the existing lease recognition requirements in the existing accounting standard for leases. The core principal of the new standard is that an entity should recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The new standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal years. Early adoption is permitted. The new standard is to be applied using a modified retrospective transition method with the option to elect a number of practical expedients. We expect to adopt the new standard in the first quarter of 2019 and are in the process of determining the effect that the adoption of ASU 2016-02 will have on our consolidated financial statements and disclosures. We have not yet selected our planned transition approach.

In March 2016, FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This new standard simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This new standard requires that excess tax benefits and deficiencies be recognized as income tax benefit or expense in the income statement, and, therefore, we anticipate increased income tax expense volatility after adoption of this new standard. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. We will adopt the new standard in the first quarter of 2017 and do not expect it to have a material effect on our consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” This standard changes the measurement from lower of cost or market to lower of cost and net realizable value. This standard is effective for reporting periods beginning after December 15, 2016 and shall be applied prospectively. We will adopt the standard in the first quarter of 2017 and do not expect it to have a material effect on our consolidated financial statements.

On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which amends the existing accounting standards for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the mandatory effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, the Company may adopt the standard in either its first quarter of 2017 or 2018. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. We are in the process of determining the effect that the adoption will have on our consolidated financial statements. Based on our analysis to date, we have reached the following tentative conclusions regarding the new standard and how we expect it to affect our consolidated financial statements and related disclosures:

• We expect to adopt the standard in the first quarter of 2018 and will not early adopt.

• We expect to use the cumulative effect transition method. Such method provides that upon applying the new standard, the cumulative effect from prior periods is recognized in our consolidated balance sheet as of the date of adoption, including an adjustment to retained earnings. Prior periods will not be retrospectively adjusted.

• We believe that since substantially all of our revenue is contractual, substantially all of our revenue falls within the scope of ASU No. 2014-09, as amended.

• As discussed above, our hardware and software revenue is generally recognized on a gross basis upon delivery. Third party service contracts, software maintenance and Cloud or software-as-a-service subscription products are generally recognized on a net basis. Upon adoption of the new standard, we do not expect this to change. However, we are continuing to analyze each of our less material revenue streams to determine any changes that may be required under the new standard.

• We believe that the only significant incremental costs incurred to obtain contracts with our clients within the scope of ASU 2014-09, as amended, are sales commissions. Under current accounting standards, we recognize sales commissions as earned and record such amounts within selling and administrative expenses in our statements of operations. The majority of our contracts are completed within a one-year performance period. Under the new standard, we expect to record sales commissions on contracts with performance periods that exceed one year as an asset and amortize the asset to expense over the related contract performance period.

• As discussed above, we hold inventories not available for sale related to certain product sales transactions in which we are warehousing the product and will be deploying the product to our clients’ designated locations subsequent to period-end. We are currently still evaluating the effect of the new standard on our inventories not available for sale to identify the differing performance conditions within the underlying contracts and to determine if a portion of revenue under the contracts should be recognized at an earlier point in time than we are recognizing under current accounting standards.

• We expect that our disclosures in our notes to our consolidated financial statements related to revenue recognition will be significantly expanded under the new standard.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Our analysis and evaluation of the new standard will continue through its effective date in the first quarter of 2018. A substantial amount of work remains to be completed due to the complexity of the new standard, the application of judgment and the requirement for the use of estimates in applying the new standard, as well as the volume of our client portfolio and the related terms and conditions of our contracts that must be reviewed. The quantification of the effects of the new standard, including the items discussed above, is a significant undertaking. Further, we will be required to implement necessary changes in our processes, accounting systems and internal controls in conjunction with applying the new standard.

(2) Property and Equipment

Property and equipment consist of the following (in thousands):

	December 31,
	2016			2015
Software	$	159,442		$	157,291
Buildings		63,253			65,423
Equipment		93,553			93,956
Furniture and fixtures		36,526			36,170
Leasehold improvements		21,132			21,969
Land		5,131			5,115
		379,037			379,924
Accumulated depreciation and amortization		(308,127	)		(291,643	)
Property and equipment, net	$	70,910		$	88,281

We periodically assess whether any indicators of impairment existed related to our property and equipment. We incurred non-cash charges of $535,000 and $741,000 during 2015 and 2014, respectively, to write-off certain property and equipment. No such charges were incurred in 2016.

Depreciation and amortization expense related to property and equipment was $27,493,000, $26,649,000 and $29,243,000 in 2016, 2015 and 2014, respectively. Interest charges capitalized in connection with internal-use software development projects in 2016, 2015 and 2014 were immaterial.

(3) Goodwill

The changes in the carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands):

	North America			EMEA			APAC			Consolidated
Goodwill	$	379,617		$	151,439		$	13,973		$	545,029
Accumulated impairment losses		(323,422	)		(151,439	)		(13,973	)		(488,834	)
Balance at December 31, 2015		56,195			—			—			56,195
Goodwill acquired during 2016		(507	)		—			6,957			6,450
Balance at December 31, 2016	$	55,688		$	—		$	6,957		$	62,645

On September 1, 2016, we acquired Ignia, which has been integrated into our APAC business. Under the purchase method of accounting, the purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired of approximately $6,957,000 was recorded as goodwill in the APAC reporting unit (see Note 22). The primary driver for this acquisition was to expand our global footprint in the areas of application design, digital solutions, Cloud, mobility and business analytics, while also building on our unique position to bring solutions powered by Intelligent Technology™ to our clients in the Asia-Pacific region.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On October 1, 2015, we acquired BlueMetal, which has been integrated into our North America business. Under the purchase method of accounting, the purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired of approximately $29,938,000 was recorded as goodwill in the North America reporting unit (see Note 22). The primary driver for this acquisition was to strengthen our services capabilities to bring value to our clients’ businesses in the area of application design, mobility and big data. In 2016, we resolved the working capital contingency associated with the acquisition of BlueMetal. We recorded the adjustment of the purchase price allocation as a reduction of goodwill in our North America operating segment upon the receipt of $507,000 in cash during 2016.

During 2016, we periodically assessed whether any indicators of impairment existed which would require us to perform an interim impairment review. As of each interim period end during the year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting units below their carrying values. We performed our annual test of goodwill for impairment during the fourth quarter of 2016. The results of the first step of the two-step goodwill impairment test indicated that the fair values of our North America and APAC reporting units, estimated using the market approach, were in excess of their respective carrying values, and thus we did not perform step two of the impairment test.

(4) Intangible Assets

Intangible assets consist of the following (in thousands):

	December 31,
	2016			2015
Customer relationships	$	41,711		$	119,749
Other		1,978			1,640
		43,689			121,389
Accumulated amortization		(22,982	)		(94,406	)
Intangible assets, net	$	20,707		$	26,983

In September 2016, the customer relationship intangible assets associated with the 2006 acquisition of Software Spectrum Inc. and the 2008 acquisition of MINX Limited in the United Kingdom were fully amortized. As such, the gross intangible assets balance and the accumulated amortization balance were both reduced by approximately $81,817,000, having no effect on the net intangible assets balance reported in the accompanying consolidated balance sheet as of December 31, 2016.

During 2016, we periodically assessed whether any indicators of impairment existed related to our intangible assets. As of each interim period end during the year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our intangible assets below their carrying values.

Amortization expense recognized in 2016, 2015 and 2014 was $10,637,000, $11,308,000 and $11,327,000, respectively. Future amortization expense for the remaining unamortized balance as of December 31, 2016 is estimated as follows (in thousands):

Years Ending December 31,	Amortization Expense
2017	$	5,187
2018		4,735
2019		2,178
2020		2,178
2021		2,178
Thereafter		4,251
Total amortization expense	$	20,707

(5) Accounts Payable - Inventory Financing Facility

We have entered into an agreement with a financial intermediary to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as accounts payable - inventory financing facility in the accompanying consolidated balance sheets.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The aggregate availability for vendor purchases under our inventory financing facility is $325,000,000. Prior to June 23, 2016, the maximum borrowing capacity was $250,000,000. From time to time and at our option, we may request to increase the aggregate amount available under the inventory financing facility by up to an aggregate of $25,000,000, subject to customary conditions. The facility matures on June 23, 2021. Additionally, the facility may be renewed under certain circumstances described in the agreement for successive 12-month periods. Interest does not accrue on accounts payable under this facility provided the accounts payable are paid within stated vendor terms (ranging from 30 to 60 days). We impute interest on the average daily balance outstanding during these stated vendor terms based on our blended incremental borrowing rate during the period under our senior revolving credit facility and our accounts receivable securitization financing facility. Imputed interest of $3,385,000, $3,406,000 and $2,386,000 was recorded in 2016, 2015 and 2014, respectively. If balances are not paid within stated vendor terms, they will accrue interest at prime plus 1.25%. In conjunction with the amendment to the revolving facility in June 2016, an immaterial amount of unamortized capitalized deferred financing fees were written off to interest expense, and an additional $150,000 of deferred financing fees were capitalized. Such fees are being amortized to interest expense over the term of the facility. The facility is guaranteed by the Company and each of its material domestic subsidiaries and is secured by a lien on substantially all of the Company’s and each guarantor’s assets.

(6) Debt, Capital Lease and Other Financing Obligations

Debt

Our long-term debt consists of the following (in thousands):

	December 31,
	2016			2015
Senior revolving credit facility	$	—		$	—
Accounts receivable securitization financing facility		39,500			89,000
Capital leases and other financing obligations		1,231			1,535
Total		40,731			90,535
Less: current portion of capital leases and other financing obligations		(480	)		(1,535	)
Less: current portion of revolving credit facilities		—			—
Long-term debt	$	40,251		$	89,000

On June 23, 2016, we entered into amendments to our senior revolving credit facility (“revolving facility”) and our accounts receivable securitization financing facility (“ABS facility”).

The revolving facility is used for general corporate purposes, which may include acquisitions and share repurchases, and may be used for borrowings in certain foreign currencies and for letters of credit, in each case up to specified sublimits. Although the maximum borrowing capacity remained at an aggregate U.S. dollar equivalent amount of $350,000,000, our revolving facility was amended to increase the portion of the maximum borrowing capacity that may be used for borrowing in certain foreign currencies from $25,000,000 to $50,000,000. From time to time and at our option, we may request to increase the aggregate amount available for borrowing under the revolving facility by up to an aggregate of the U.S. dollar equivalent of $175,000,000, subject to customary conditions. (See Note 23 for a discussion of our amendment to the revolving facility effective January 6, 2017.) The revolving facility is guaranteed by the Company’s material domestic subsidiaries and is secured by a lien on substantially all of the Company’s and each guarantor’s assets.

The interest rates applicable to borrowings under the revolving facility are based on the leverage ratio of the Company as set forth on a pricing grid in the amended agreement. Amounts outstanding under the revolving facility bear interest, payable quarterly, at a floating rate equal to the prime rate plus a predetermined spread of 0.00% to 0.75% or, at our option, a LIBOR rate plus a pre-determined spread of 1.25% to 2.25%. The floating interest rate applicable at December 31, 2016 was 1.96% per annum. In addition, we pay a quarterly commitment fee on the unused portion of the facility of 0.25% to 0.45%, and our letter of credit participation fee ranges from 1.25% to 2.25%. In conjunction with the amendment to the revolving facility in June 2016, an immaterial amount of unamortized capitalized deferred financing fees were written off to interest expense, and an additional $2,800,000 of deferred financing fees were capitalized. Such fees are being amortized to interest expense over the term of the facility. During 2016, 2015 and 2014, due to availability under our ABS facility, weighted average borrowings under our revolving facility were $35,811,000, $21,987,000 and $6,634,000, respectively. Interest expense associated with the revolving facility was $2,191,000, $1,813,000 and $1,571,000 in 2016, 2015 and 2014, respectively, including the commitment fee and amortization of deferred financing fees. As of December 31, 2016, $350,000,000 was available under the revolving facility. See discussion of the maximum leverage ratio under “Debt Covenants” below. The amended revolving facility matures on June 23, 2021.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Our ABS facility was amended in June 2016 to increase the aggregate borrowing availability from $200,000,000 to $250,000,000, to renew the borrowing program under the ABS facility for a three-year term expiring June 23, 2019, and to modify interest rates and fees for used and unused capacity under the facility. Under our ABS facility, we can sell receivables periodically to a special purpose accounts receivable and financing entity (the “SPE”), which is exclusively engaged in purchasing receivables from us. The SPE is a wholly-owned, bankruptcy-remote entity that we have included in our consolidated financial statements. The SPE funds its purchases by selling undivided interests in eligible trade accounts receivable to independent financial institution purchasers under the ABS facility (“Purchasers”), which is administered by an independent financial institution agent. The SPE’s assets are available first and foremost to satisfy the claims of the Purchasers, and we cannot convey any interest in the receivables sold to the Purchasers (or allow any adverse claims on the receivables) without the consent of the Purchasers. In addition, the SPE is required to maintain a minimum capital amount and various reserves pursuant to the terms of the ABS facility. We maintain effective control over the receivables that are sold. Accordingly, the receivables remain recorded on our consolidated balance sheets. At December 31, 2016 and 2015, the SPE owned $936,467,000 and $849,336,000, respectively, of receivables recorded at fair value and included in the accompanying consolidated balance sheets. While the ABS facility has a stated maximum amount, the actual availability under the ABS facility is limited by the quantity and quality of the underlying accounts receivable. As of December 31, 2016, qualified receivables were sufficient to permit access to the full $250,000,000 facility amount, of which $39,500,000 was outstanding. See discussion of the maximum leverage ratio under “Debt Covenants” below.

Under the amended ABS facility, interest is payable monthly, and the floating interest rate applicable at December 31, 2016 was 1.73% per annum, including a 0.85% usage fee on any outstanding balances. In addition, we pay a monthly commitment fee on the unused portion of the facility of 0.375%. In conjunction with the amendment to the ABS facility in June 2016, an immaterial amount of unamortized capitalized deferred financing fees were written off to interest expense, and an additional $410,000 of deferred financing fees were capitalized. Such fees are being amortized to interest expense over the term of the facility. During the years ended December 31, 2016, 2015 and 2014, the weighted average interest rates on amounts outstanding under our ABS facility, including the usage and commitment fees and the amortization of deferred financing fees, were 1.9%, 1.6% and 1.7%, respectively. Weighted average borrowings under our ABS facility in 2016, 2015 and 2014 were $145,376,000, $112,101,000 and $105,992,000, respectively.

Debt Covenants

Our revolving facility and our ABS facility contain various covenants customary for transactions of this type, including limitations on the payment of dividends and the requirement that we comply with maximum leverage and minimum fixed charge ratio requirements, comply with a minimum receivables requirement and meet monthly, quarterly and annual reporting requirements. If we fail to comply with these covenants, the lenders would be able to demand payment within a specified period of time. Further, the terms of the ABS facility identify various circumstances that would result in an “amortization event” under the facility.

Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under our revolving facility and our ABS facility is limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of our trailing twelve month net earnings (loss) plus (i) interest expense, excluding non-cash imputed interest on our inventory financing facility, (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) non-cash stock-based compensation, (v) extraordinary or non-recurring non-cash losses or expenses and (vi) certain cash restructuring and acquisition-related charges, not to exceed specified caps (“adjusted earnings”). The maximum leverage ratio permitted under the facilities was increased from 2.75 times to 3.00 times trailing twelve-month adjusted earnings in conjunction with the amendments to the facilities in June 2016 and may increase to 3.50 times trailing twelve-month adjusted earnings in certain circumstances. The maximum ratio was increased in conjunction with the acquisition of Datalink Corporation (“Datalink”) in January 2017 (see Note 23). A significant drop in our adjusted earnings would limit the amount of indebtedness that could be outstanding at the end of any fiscal quarter to a level that would be below our consolidated maximum facility amount. Based on our maximum leverage ratio as of December 31, 2016, our aggregate debt balance that could have been outstanding under our revolving facility and our ABS facility was the full amount of the maximum borrowing capacity of $600,000,000, of which $39,500,000 was outstanding at December 31, 2016.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Capital Lease and Other Financing Obligations

In March 2016, we entered into a new capitalized lease with a 36-month term for certain IT equipment. Our obligations under capitalized leases are included in long-term debt in the accompanying consolidated balance sheets as of December 31, 2016 and 2015. The current and long-term portions of the obligations are included in the table above. The capital lease was a non-cash transaction and, accordingly, has been excluded from our consolidated statement of cash flows for the year ended December 31, 2016.

From time to time, we also enter into other financing agreements with financial intermediaries to facilitate the purchase of products from certain vendors. At December 31, 2015, amounts owed under other financing agreements of $1,309,000 are included in our current debt balance as summarized in the table above. No amounts were owed under other financing agreements as of December 31, 2016.

(7) Operating Leases

We have non-cancelable operating leases with third parties, primarily for administrative and distribution center space and computer equipment. Our facilities leases generally provide for periodic rent increases and many contain escalation clauses and renewal options. We recognize rent expense on a straight-line basis over the lease term. Rental expense for these third-party operating leases was $14,444,000, $14,737,000 and $15,493,000 in 2016, 2015 and 2014, respectively, and is included in selling and administrative expenses in the accompanying consolidated statements of operations.

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2016 are as follows (in thousands):

Years Ending December 31,
2017	$	14,571
2018		13,006
2019		11,804
2020		8,491
2021		6,175
Thereafter		12,508
Total minimum lease payments	$	66,555

Amounts in the table above exclude approximately $1.5 million in 2017 and approximately $1.6 million in each of 2018 and 2019 in non-cancellable rental income.

(8) Severance and Restructuring Activities

During 2016, 2015 and 2014, we recorded severance expense associated with the elimination of certain positions based on a re-alignment of roles and responsibilities, a continued review of resource needs in North America, including a headcount reduction as part of a cost reduction initiative early in 2016, and significant restructuring activities in EMEA, primarily in the United Kingdom, Germany and France, as we worked to reduce our selling and administrative expenses in EMEA.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table details the activity for each of the three years in the period ending December 31, 2016 related to these resource actions, and the outstanding obligations as of December 31, 2016 (in thousands):

	North America			EMEA			APAC			Consolidated
Balances at December 31, 2013	$	1,710		$	3,247		$	—		$	4,957
Severance costs, net of adjustments		971			3,356			106			4,433
Cash payments		(1,786	)		(3,475	)		(106	)		(5,367	)
Foreign currency translation adjustments		(38	)		(157	)		—			(195	)
Balances at December 31, 2014		857			2,971			—			3,828
Severance costs, net of adjustments		1,126			3,781			—			4,907
Cash payments		(1,456	)		(3,534	)		—			(4,990	)
Foreign currency translation adjustments		(22	)		(235	)		—			(257	)
Balances at December 31, 2015		505			2,983			—			3,488
Severance costs, net of adjustments		2,966			1,496			118			4,580
Cash payments		(2,524	)		(3,239	)		(118	)		(5,881	)
Foreign currency translation adjustments		—			(23	)		—			(23	)
Balances at December 31, 2016	$	947		$	1,217		$	—		$	2,164

Adjustments were recorded as a reduction to severance and restructuring expense in 2016, 2015 and 2014 of $664,000, $600,000 and $1,023,000, respectively, due to changes in estimates.

The remaining outstanding obligations as of December 31, 2016 are expected to be paid during the next 12 months and are therefore included in accrued expenses and other current liabilities.

(9) Stock-Based Compensation

We recorded the following pre-tax amounts in selling and administrative expenses for stock-based compensation, by operating segment, in the accompanying consolidated financial statements (in thousands):

	Years Ended December 31,
	2016		2015		2014
North America	$	8,096	$	6,648	$	5,933
EMEA		2,530		1,908		1,547
APAC		432		366		270
Total Consolidated	$	11,058	$	8,922	$	7,750

Company Plan

Our Board of Directors adopted the Amended Insight Enterprises, Inc. 2007 Omnibus Plan (the “Plan”) on March 28, 2011. The Plan was approved by our stockholders on May 18, 2011 at our 2011 annual meeting and, unless sooner terminated, will remain in place until May 18, 2021.

The Plan allows the Company to grant options, stock appreciation rights, stock awards, restricted stock, stock units (which may also be referred to as “restricted stock units”), performance shares, performance units, cash-based awards and other awards payable in cash or shares of common stock to eligible non-employee directors, employees and consultants. Consultants and independent contractors are eligible if they provide bona fide services that are not related to capital raising or promoting or maintaining a market for the Company’s stock.

On February 17, 2016, the Board of Directors adopted the First Amendment to the Plan (the “First Amendment”). On May 18, 2016 at our 2016 annual meeting, our stockholders approved the First Amendment. The First Amendment: (a) updates the list of performance criteria contained in Section 16.1 of the Plan; (b) imposes a limit on the dollar value of awards that may be granted to any one participant who is a non-employee director during any one calendar year; and (c) adds an objective clawback provision expressly providing that every award granted under the Plan is subject to potential forfeiture or recovery to the fullest extent called for by law, listing standard or Company policy. The First Amendment did not increase the number of shares available for grant under the Plan or extend the term of the Plan.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Plan is administered by the Compensation Committee of Insight’s Board of Directors, and, except as provided below, the Compensation Committee has the exclusive authority to administer the Plan, including the power to determine eligibility, the types of awards to be granted, the price and the timing of awards. Under the Plan, the Compensation Committee may delegate some of its authority to our Chief Executive Officer to grant awards to individuals other than individuals who are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. As of December 31, 2016, of the 7,250,000 shares of common stock reserved and available for grant under the Plan, 3,384,684 shares of common stock remain available for grant under the Plan.

Accounting for Restricted Stock Units

We issue RSUs as incentives to certain officers and teammates and as compensation to members of our Board of Directors. We recognize compensation expense associated with the issuance of such RSUs over the vesting period for each respective RSU. The total compensation expense associated with RSUs represents the value based upon the number of RSUs awarded multiplied by the closing price of our common stock on the date of grant, adjusted for our estimate of forfeitures. The number of RSUs to be awarded under our service-based RSUs is fixed at the grant date. The number of RSUs ultimately awarded under our performance-based RSUs varies based on whether the Company achieves certain financial results. We record compensation expense each period based on our estimate of the most probable number of RSUs that will be issued under the grants of performance-based RSUs. Recipients of RSUs do not have voting or dividend rights until the vesting conditions are satisfied and shares are released.

As of December 31, 2016, total compensation cost related to nonvested RSUs not yet recognized is $15,986,000, which is expected to be recognized over the next 1.24 years on a weighted-average basis.

The following table summarizes our RSU activity during 2016:

	Number			Weighted Average Grant Date Fair Value		Fair Value
Nonvested at the beginning of year		951,784		$	24.35
Granted		551,675		$	25.97
Vested, including shares withheld to cover taxes		(354,487	)	$	23.56	$	9,235,102	(a)
Forfeited		(81,415	)	$	25.32
Nonvested at the end of year		1,067,557		$	25.37	$	43,172,005	(b)
Expected to vest		1,003,490				$	40,581,136	(b)

^(a)  The aggregate fair value of vested RSUs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSUs had all such holders sold their underlying shares on that date. The aggregate intrinsic value for RSUs which vested during 2015 and 2014 was $9,168,784 and $8,371,565, respectively.

^(b) The aggregate fair value of the nonvested RSUs and the RSUs expected to vest represents the total pre-tax fair value, based on our closing stock price of $40.44 as of December 30, 2016 (December 31, 2016 was not a trading day), which would have been received by holders of RSUs had all such holders sold their underlying shares on that date.

During each of the years in the three-year period ended December 31, 2016, the RSUs that vested for teammates in the United States were net-share settled such that we withheld shares with value equivalent to the teammates’ minimum statutory United States tax obligation for the applicable income and other employment taxes and remitted the equivalent cash amount to the appropriate taxing authorities. The total shares withheld during 2016, 2015 and 2014 of 84,953, 85,652 and 86,732, respectively, were based on the value of the RSUs on their vesting dates as determined by our closing stock price on such dates. For 2016, 2015 and 2014, total payments for our teammates’ tax obligations to the taxing authorities were $2,219,000, $2,265,000 and $2,028,000, respectively, and are reflected as a financing activity within the accompanying consolidated statements of cash flows. These net-share settlements had the effect of repurchases of our common stock as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to us.

(10) Assets Held for Sale

In May 2016, we sold real estate that we owned in Bloomingdale, Illinois that was previously classified as a held for sale asset and included in other current assets in the accompanying consolidated balance sheet as of December 31, 2015. In previous years, we recorded non-cash charges to reduce the carrying amount of the related assets to their estimated fair value less costs to sell. During the second quarter of 2016, we recorded a gain on sale of approximately $338,000, which is included in selling and administrative expenses in the accompanying consolidated statement of operations for the twelve months ended December 31, 2016.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In November 2014, we relocated our sales and administrative operations that were housed in the property that we previously owned in Bloomingdale, Illinois. During 2014, our North America operating segment recorded non-cash charges of $5,178,000, consisting of an impairment loss of $4,558,000 and accelerated depreciation of $620,000, to reduce the carrying amount of the related assets to their estimated fair value less costs to sell. The property continued to be marketed for sale, and during 2015, an additional non-cash impairment charge of $800,000 was recorded based on a decline in the estimated fair market value. The estimated fair market value was derived from Level 2 fair value inputs (observable market based inputs or unobservable inputs that are corroborated by market data), which included a current market analysis indicating the price per square foot of previous sale transactions involving comparable property in the Bloomingdale area. The charges are included in selling and administrative expenses in the accompanying consolidated statements of operations for 2015 and 2014.

(11) Income Taxes

The following table presents the United States (“U.S.”) and foreign components of earnings before income taxes and the related income tax expense (in thousands):

Earnings before income taxes:

	Years Ended December 31,
	2016		2015		2014
United States	$	99,095	$	90,575	$	89,679
Foreign		40,363		28,601		34,693
	$	139,458	$	119,176	$	124,372

Income tax expense:

	Years Ended December 31,
	2016			2015			2014
Current:
U.S. Federal	$	27,947		$	24,369		$	27,332
U.S. State and local		2,200			2,705			3,242
Foreign		14,104			11,077			14,320
		44,251			38,151			44,894
Deferred:
U.S. Federal		10,395			5,104			4,541
U.S. State and local		1,088			602			330
Foreign		(966	)		(532	)		(1,077	)
		10,517			5,174			3,794
	$	54,768		$	43,325		$	48,688

The following schedule reconciles the differences between the U.S. federal income taxes at the U.S. statutory rate and our income tax expense (dollars in thousands):

	2016					2015					2014
Statutory federal income tax rate	$	48,810		35.0	%	$	41,712		35.0	%	$	43,530		35.0	%
State income tax expense, net of federal income tax benefit		3,368		2.4			3,180		2.7			3,416		2.8
Audits and adjustments, net		(1,039	)	(0.7	)		(886	)	(0.7	)		(186	)	(0.2	)
Change in valuation allowances		3,742		2.7			2,944		2.5			6,471		5.2
Foreign income taxed at different rates		(6,611	)	(4.7	)		(5,729	)	(4.8	)		(5,309	)	(4.3	)
Change in U.S. tax law applicable to certain foreign entities		2,577		1.8			—		—			—		—
Non-deductible compensation		518		0.4			474		0.4			404		0.3
Other, net		3,403		2.4			1,630		1.3			362		0.3
Effective tax rate	$	54,768		39.3	%	$	43,325		36.4	%	$	48,688		39.1	%

A change in U.S. tax law was enacted in December 2016 related to the taxation of foreign currency translation gains or losses arising from qualified business units. The change, which increased our U.S. federal income taxes, affects our foreign entities that are treated as branches for U.S. tax purposes. The “Other, net” line item in the schedule above includes $1,296,000 related to the effect of non-deductible acquisition-related expenses incurred during the fourth quarter of 2016.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For foreign entities not treated as branches for U.S. tax purposes, we do not provide for U.S. income taxes on the undistributed earnings of these subsidiaries as these earnings are reinvested and, in the opinion of management, will continue to be reinvested indefinitely outside of the United States. The undistributed earnings of foreign subsidiaries that are deemed to be indefinitely invested outside of the United States were approximately $105,291,000 at December 31, 2016. It is not practicable to determine the unrecognized deferred tax liability on those earnings.

The significant components of deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2016			2015
Deferred tax assets:
Goodwill and other intangibles	$	34,302		$	42,281
Net operating losses		18,964			17,433
Foreign tax credits		13,115			12,972
Accruals		6,315			7,423
Stock-based compensation		4,238			3,558
Inventories		2,598			2,667
Accounts receivable		2,547			3,749
Deferred revenue		468			351
Property and equipment		20			—
Other		56			2,391
Gross deferred tax assets		82,623			92,825
Valuation allowances		(30,972	)		(28,750	)
Total deferred tax assets		51,651			64,075
Deferred tax liabilities:
Prepaid expenses		(204	)		(226	)
Property and equipment		—			(1,102	)
Total deferred tax liabilities		(204	)		(1,328	)
Net deferred tax assets	$	51,447		$	62,747

The net non-current deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2016			2015
Net non-current deferred tax assets	$	52,347		$	62,986
Net non-current deferred tax liabilities		(900	)		(239	)
Net deferred tax assets	$	51,447		$	62,747

As of December 31, 2016, we have U.S. state net operating loss carryforwards (“NOLs”) of $388,000 that will expire between 2016 and 2031. We also have NOLs from various non-U.S. jurisdictions of $68,934,000. While the majority of the non-U.S. NOLs have no expiration date, $4,180,000 will expire between 2017 and 2023.

On the basis of currently available information, we have provided valuation allowances for certain of our deferred tax assets where we believe it is more likely than not that the related tax benefits will not be realized. At December 31, 2016 and 2015, our valuation allowances totaled $30,972,000 and $28,750,000, respectively, representing non-U.S. NOLs, foreign depreciation allowances and foreign tax credits.

We believe it is more likely than not that forecasted income, including income that may be generated as a result of prudent and feasible tax planning strategies, together with the tax effects of deferred tax liabilities, will be sufficient to fully recover our remaining deferred tax assets. In the future, if we determine that realization of the remaining deferred tax assets and the availability of certain previously paid taxes to be refunded are not more likely than not, we will need to increase our valuation allowances and record additional income tax expense.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the change in the valuation allowance (in thousands):

	December 31,
	2016			2015
Valuation allowances at beginning of year	$	28,750		$	28,709
Increase in income tax expense		3,742			2,944
Foreign currency translation adjustments		(1,035	)		(1,743	)
Other		(485	)		(1,160	)
Valuation allowances at end of year	$	30,972		$	28,750

Various taxing jurisdictions are examining our tax returns for certain tax years. Although the outcome of tax audits cannot be predicted with certainty, management believes the ultimate resolution of these examinations will not result in a material adverse effect to our financial position, results of operations or cash flows.

As of December 31, 2016 and 2015, we had approximately $2,246,000 and $3,335,000, respectively, of unrecognized tax benefits. Of these amounts, approximately $195,000 and $296,000, respectively, related to accrued interest. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest, is as follows (in thousands):

Balance at December 31, 2015	$	3,039
Additions for tax positions in prior periods		31
Additions for tax positions in current period		366
Subtractions due to foreign currency translation		(33	)
Subtractions due to audit settlements and statute expirations		(1,352	)
Balance at December 31, 2016	$	2,051

In the future, if recognized, the liability associated with uncertain tax positions would affect our effective tax rate. We do not believe there will be any changes over the next 12 months that would have a material effect on our effective tax rate.

Several of our subsidiaries are currently under audit for tax years 2012 through 2014. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that the examination phase of these audits may be concluded within the next 12 months which could significantly increase or decrease the balance of our gross unrecognized tax benefits. However, based on the status of the various examinations in multiple jurisdictions, an estimate of the range of reasonably possible outcomes cannot be made at this time, but the estimated effect on our income tax expense and net earnings is not expected to be significant.

We, including our subsidiaries, file income tax returns in the U.S. federal jurisdiction and many state and local and non-U.S. jurisdictions. In the United States, federal income tax returns for 2013, 2014, 2015 and 2016 remain open to examination. For U.S. state and local taxes as well as in non-U.S. jurisdictions, the statute of limitations generally varies between three and ten years.

(12) Market Risk Management

Interest Rate Risk

We have interest rate exposure arising from our financing facilities, which have variable interest rates. These variable interest rates are affected by changes in short-term interest rates. We currently do not hedge our interest rate exposure.

We do not believe that the effect of reasonably possible near-term changes in interest rates will be material to our financial position, results of operations and cash flows. Our financing facilities expose our net earnings to changes in short-term interest rates since interest rates on the underlying obligations are variable. We had no amounts outstanding under our revolving facility and $39,500,000 outstanding under our ABS facility at December 31, 2016. The interest rate attributable to the borrowings under our ABS facility was 1.73% per annum at December 31, 2016. The change in annual pre-tax earnings from operations resulting from a hypothetical 10% increase or decrease in the applicable interest rate would have been immaterial.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Foreign Currency Exchange Risk

We have foreign currency exchange risk related to the translation of our foreign subsidiaries’ operating results, assets and liabilities (see Note 1 for a description of our Foreign Currencies policy). We also maintain cash accounts denominated in currencies other than the functional currency, which expose us to fluctuations in foreign exchange rates. Remeasurement of these cash balances results in gains/losses that are also reported as a separate component of non-operating (income) expense. We monitor our foreign currency exposure and selectively enter into forward exchange contracts to mitigate risk associated with certain non-functional currency monetary assets and liabilities related to foreign denominated payables, receivables and cash balances. Transaction gains and losses resulting from non-functional currency assets and liabilities are offset by gains and losses on forward contracts in non-operating (income) expense, net in our consolidated statements of operations. The counterparties associated with our foreign exchange forward contracts are large creditworthy commercial banks. The derivatives transacted with these institutions are short in duration and, therefore, we do not consider counterparty concentration and non-performance to be material risks. The Company does not have a significant concentration of credit risk with any single counterparty.

(13) Derivative Financial Instruments

We use derivatives to partially offset our exposure to fluctuations in certain foreign currencies. We do not enter into derivative contracts for speculative or trading purposes. Derivatives are recorded at fair value on the balance sheet based on observable market based inputs or unobservable inputs that are corroborated by market data (Level 2). Gains or losses resulting from changes in fair value of the derivative are recorded currently in income. We do not designate our hedges for hedge accounting, and our foreign currency derivative instruments are not subject to any master netting arrangements with our counterparties.

We use foreign exchange forward contracts to mitigate risk associated with certain non-functional currency assets and liabilities from fluctuations in foreign currency exchange rates. Our non-functional currency assets and liabilities are primarily related to foreign currency denominated payables, receivables, and cash balances. The foreign currency forward contracts, carried at fair value, typically have a maturity of one month or less. We currently enter into approximately three foreign exchange forward contracts per month with an average notional value of $11,337,000 and an average maturity of approximately eleven days.

Our derivative financial instruments as of December 31, 2016 were not material. The effect of our derivative financial instruments on our results of operations during the years ended December 31, 2016, 2015 and 2014 were a loss of $2,722,000, a loss of $942,000 and a loss of $205,000, respectively. These amounts are reported within the net foreign currency exchange (gain) loss line item in our consolidated statements of operations.

(14) Fair Value Measurements

Fair value measurements are determined based on the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

We have elected to use the income approach to value our foreign exchange derivatives, using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present value amount assuming that participants are motivated, but not compelled, to transact. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR rates, foreign exchange rates, and foreign exchange forward points). Mid-market pricing is used as a practical expedient for fair value measurements. Fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s creditworthiness when in an asset position and the Company’s creditworthiness when in a liability position has also been factored into the fair value measurement of the derivative instruments and did not have a material impact on the fair value of these derivative instruments. Both the counterparty and the Company are expected to continue to perform under the contractual terms of the instruments.

As of December 31, 2016, we have no non-financial assets or liabilities that are measured and recorded at fair value on a recurring basis, and our other financial assets or liabilities generally consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities and long-term debt. The estimated fair values of our cash and cash equivalents approximate their carrying values and are determined based on quoted prices in active markets for identical assets (Level 1). The estimated fair values of our long-term debt balances approximate their carrying values based on their variable interest rate terms that are based on current market interest rates for similar debt instruments. The fair values of the other financial assets and liabilities are based on the values that would be received or paid in an orderly transaction between market participants and approximate their carrying values due to their nature and short duration.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(15) Benefit Plans

We adopted a defined contribution benefit plan (the “Defined Contribution Plan”) for our U.S. teammates which complies with section 401(k) of the Internal Revenue Code. The Company provides a discretionary match to all participants who make 401(k) contributions pursuant to the Defined Contribution Plan. The discretionary match provided to participants is equivalent to 25% of a participant’s pre-tax contributions up to a maximum of 6% of eligible compensation per pay period. Additionally, we offer several defined contribution benefit plans to our teammates outside of the United States. These plans and their related terms vary by country. Total consolidated contribution expense under these plans was $7,684,000, $7,190,000 and $7,083,000 for 2016, 2015 and 2014, respectively.

(16) Share Repurchase Programs

In February 2016, February 2015, October 2014, October 2013 and February 2013, our Board of Directors authorized share repurchase programs of $50,000,000, $75,000,000, $25,000,000, $50,000,000 and $50,000,000, respectively. The following table summarizes the shares of our common stock that we repurchased on the open market under these repurchase programs, in thousands, except per share amounts:

Year	Total Number of Shares Purchased		Average Price Paid per Share		Approximate Dollar Value of Shares Purchased
2016		1,891	$	26.43	$	50,000
2015		3,300		27.83		91,843
2014		2,140		23.54		50,383
2013		3,000		19.26		57,774
Total		10,331			$	250,000

All shares repurchased were retired.

(17) Commitments and Contingencies

Contractual

In the ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of December 31, 2016, we had approximately $2,198,000 of performance bonds outstanding. These bonds are issued on our behalf by a surety company on an unsecured basis; however, if the surety company is ever required to pay out under the bonds, we have contractually agreed to reimburse the surety company.

Employment Contracts and Severance Plans

We have employment contracts with, and plans covering, certain officers and management teammates under which severance payments would become payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested RSUs would accelerate following a change in control. If severance payments under the current employment agreements or plan payments were to become payable, the severance payments would generally range from three to twenty-four months of salary.

Indemnifications

From time to time, in the ordinary course of business, we enter into contractual arrangements under which we agree to indemnify either our clients or third-party service providers from certain losses incurred relating to services performed on our behalf or for losses arising from defined events, which may include litigation or claims relating to past performance. These arrangements include, but are not limited to, the indemnification of our clients for certain claims arising out of our performance under our sales contracts, the indemnification of our landlords for certain claims arising from our use of leased facilities and the indemnification of the lenders that provide our credit facilities for certain claims arising from their extension of credit to us. Such indemnification obligations may not be subject to maximum loss clauses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Management believes that payments, if any, related to these indemnifications are not probable at December 31, 2016. Accordingly, we have not accrued any liabilities related to such indemnifications in the accompanying consolidated financial statements.

We have entered into separate indemnification agreements with certain of our executive officers and with each of our directors. These agreements require us, among other requirements, to indemnify such officers and directors against expenses (including attorneys’ fees), judgments and settlements incurred by such individual in connection with any action arising out of such individual’s status or service as our executive officer or director (subject to exceptions such as where the individual failed to act in good faith or in a manner the individual reasonably believed to be in, or not opposed to, the best interests of the Company) and to advance expenses incurred by such individual with respect to which such individual may be entitled to indemnification by us. There are no pending legal proceedings that involve the indemnification of any of the Company’s directors or officers.

Contingencies Related to Third-Party Review

From time to time, we are subject to potential claims and assessments from third parties. We are also subject to various governmental, client and partner audits. We continually assess whether or not such claims have merit and warrant accrual. Where appropriate, we accrue estimates of anticipated liabilities in our consolidated financial statements. Such estimates are subject to change and may affect our results of operations and our cash flows.

Legal Proceedings

From time to time, we are party to various legal proceedings arising in the ordinary course of business, including preference payment claims asserted in client bankruptcy proceedings, indemnification claims, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.

The Company is not involved in any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity.

(18) Related Party Transaction

In December 2014, we sold a Company-owned 21,375 square feet facility (and its furnishings) that previously served as executive offices and administration space in Tempe, Arizona to a trust. Timothy A. Crown, the Chair of our Board of Directors, serves as trustee of that trust. For approximately twelve months prior to the sale, the facility had been leased to another entity in which Mr. Crown has an interest. Annual rent was not material and was based on a review by our outside real estate brokerage adviser of comparable rentals in the relevant market area.

The facility was sold for $2,500,000, the full appraisal value based on two property valuations provided by independent real estate brokers. The Audit Committee approved the sale of the facility, as required under the Company’s Code of Ethics and Business Practices and other applicable policies, practices and requirements. The Company was not required to pay a commission. Total proceeds from the sale of $2,472,000, net of related closing costs and fees, were collected in December 2014, and no amounts related to this transaction remain outstanding. During 2014, the Company recognized a gain of $895,000 on the sale of the facility.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(19) Supplemental Financial Information

Additions and deductions related to the allowance for doubtful accounts receivable for 2016, 2015 and 2014 were as follows (in thousands):

	Balance at Beginning of Year		Additions		Deductions			Balance at End of Year
Allowance for doubtful accounts receivable:
Year ended December 31, 2016	$	11,872	$	2,452	$	(5,186	)	$	9,138
Year ended December 31, 2015	$	19,336	$	6,761	$	(14,225	)	$	11,872
Year ended December 31, 2014	$	19,908	$	4,409	$	(4,981	)	$	19,336

During 2015, we undertook a project to analyze our older accounts receivable to attempt further collection action, or where appropriate, to write off such accounts as uncollectible. Since these aged accounts receivable had been fully reserved against, the write off was accomplished through the elimination of the associated allowance, with no effect on net accounts receivable balances. The reduction of the allowance for doubtful accounts from $19,336,000 at December 31, 2014 to $11,872,000 at December 31, 2015 was a direct result of the write off of these older fully reserved accounts receivable as well as an overall improvement in managing the receivables portfolio. The reduction of the reserve during 2015 related to these actions had no effect on our results of operations.

(20) Cash Flows

Cash payments for interest on indebtedness and cash payments for taxes on income were as follows (in thousands):

	Years Ended December 31,
	2016		2015		2014
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	3,782	$	2,866	$	2,439
Cash paid during the year for income taxes, net of refunds	$	39,051	$	41,062	$	51,715

Non-cash investing activities for 2016, 2015 and 2014 included $791,000, $662,000 and $1,668,000, respectively, of capital expenditures in accounts payable, representing additions purchased at period end but not yet paid for in cash.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(21) Segment and Geographic Information

We operate in three reportable geographic operating segments: North America; EMEA; and APAC. Our offerings in North America and select countries in EMEA and APAC include IT hardware, software and services. Our offerings in the remainder of our EMEA and APAC segments are largely software and select software-related services. Net sales by offering for North America, EMEA and APAC were as follows (in thousands):

	North America Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	2,455,159	$	2,336,788	$	2,175,397
Software		1,234,792		1,231,269		1,174,234
Services		281,877		255,471		213,095
	$	3,971,828	$	3,823,528	$	3,562,726
	EMEA Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	481,505	$	531,308	$	572,494
Software		811,013		799,761		930,763
Services		46,042		40,068		36,711
	$	1,338,560	$	1,371,137	$	1,539,968
	APAC Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	18,925	$	14,333	$	12,463
Software		143,709		158,046		193,533
Services		12,493		6,046		7,539
	$	175,127	$	178,425	$	213,535

The method for determining what information regarding operating segments, products and services, geographic areas of operation and major clients to report is based upon the “management approach,” or the way that management organizes the operating segments within a company, for which separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. Our CODM is our Chief Executive Officer.

All significant intercompany transactions are eliminated upon consolidation, and there are no differences between the accounting policies used to measure profit and loss for our segments or on a consolidated basis. Net sales are defined as net sales to external clients. None of our clients exceeded ten percent of consolidated net sales in 2016, 2015 or 2014.

A portion of our operating segments’ selling and administrative expenses arise from shared services and infrastructure that we have historically provided to them in order to realize economies of scale and to use resources efficiently. These expenses, collectively identified as corporate charges, include senior management expenses, internal audit, legal, tax, insurance services, treasury and other corporate infrastructure expenses. Charges are allocated to our operating segments, and the allocations have been determined on a basis that we considered to be a reasonable reflection of the utilization of services provided to or benefits received by the operating segments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The tables below present information about our reportable operating segments (in thousands):

	Year Ended December 31, 2016
	North America		EMEA		APAC		Consolidated
Net sales	$	3,971,828	$	1,338,560	$	175,127	$	5,485,515
Costs of goods sold		3,446,347		1,152,873		143,193		4,742,413
Gross profit		525,481		185,687		31,934		743,102
Operating expenses:
Selling and administrative expenses		401,316		160,269		23,658		585,243
Severance and restructuring expenses		2,966		1,496		118		4,580
Acquisition-related expenses		4,278		—		169		4,447
Earnings from operations	$	116,921	$	23,922	$	7,989	$	148,832
Total assets	$	2,204,351	$	562,293	$	119,778	$	2,886,422	*
	Year Ended December 31, 2015
	North America		EMEA		APAC		Consolidated
Net sales	$	3,823,528	$	1,371,137	$	178,425	$	5,373,090
Costs of goods sold		3,321,965		1,184,850		149,943		4,656,758
Gross profit		501,563		186,287		28,482		716,332
Operating expenses:
Selling and administrative expenses		396,603		165,879		22,424		584,906
Severance and restructuring expenses		1,126		3,781		—		4,907
Earnings from operations	$	103,834	$	16,627	$	6,058	$	126,519
Total assets	$	1,999,485	$	543,146	$	114,973	$	2,657,604	*
	Year Ended December 31, 2014
	North America		EMEA		APAC		Consolidated
Net sales	$	3,562,726	$	1,539,968	$	213,535	$	5,316,229
Costs of goods sold		3,085,279		1,340,052		178,495		4,603,826
Gross profit		477,447		199,916		35,040		712,403
Operating expenses:
Selling and administrative expenses		372,936		178,816		25,215		576,967
Severance and restructuring expenses		971		3,356		106		4,433
Earnings from operations	$	103,540	$	17,744	$	9,719	$	131,003
Total assets	$	1,840,057	$	575,757	$	117,437	$	2,533,251	*

* Consolidated total assets do not reflect intercompany eliminations and corporate assets of $667,122,000, $643,587,000 and $585,413,000 at December 31, 2016, 2015 and 2014, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following is a summary of our geographic net sales and long-lived assets, consisting of property and equipment, net (in thousands):

	United States		United Kingdom		Other Foreign		Total
2016
Net sales	$	3,776,352	$	671,999	$	1,037,164	$	5,485,515
Total long-lived assets	$	46,774	$	13,570	$	10,566	$	70,910
2015
Net sales	$	3,645,876	$	711,957	$	1,015,257	$	5,373,090
Total long-lived assets	$	58,748	$	16,810	$	12,723	$	88,281
2014
Net sales	$	3,368,798	$	746,123	$	1,201,308	$	5,316,229
Total long-lived assets	$	70,439	$	19,522	$	14,220	$	104,181

Net sales by geographic area are presented by attributing net sales to external customers based on the domicile of the selling location.

We recorded the following pre-tax amounts, by operating segment, for depreciation and amortization in the accompanying consolidated financial statements (in thousands):

	Years Ended December 31,
	2016		2015		2014
Depreciation and amortization of property and equipment:
North America	$	21,952	$	22,239	$	23,632
EMEA		4,908		3,757		5,025
APAC		633		653		586
		27,493		26,649		29,243
Amortization of intangible assets:
North America		8,139		8,053		7,536
EMEA		1,951		2,834		3,300
APAC		547		421		491
		10,637		11,308		11,327
Total	$	38,130	$	37,957	$	40,570

(22) Acquisition

Effective September 1, 2016, we acquired Ignia, a business technology consulting and managed services provider headquartered in Perth, Australia, with an additional office in Melbourne, for a cash purchase price, net of cash acquired, of approximately $10,804,000, subject to a final working capital adjustment. We believe that this acquisition expands our global footprint in the areas of application design, digital solutions, Cloud, mobility and business analytics, while also building on our unique position to bring solutions powered by Intelligent Technology™ to our clients in the Asia-Pacific region.

The total fair value of net identifiable assets acquired initially recorded was approximately $5,324,000, including $1,463,000 of cash acquired and $4,716,000 of identifiable intangible assets, consisting primarily of customer relationships and restrictive covenant agreements which are being amortized using the straight-line method over their estimated economic lives of eight years and 27 months, respectively. The preliminary purchase price was allocated using the information available at the time. During the fourth quarter of 2016, we finalized the fair value assumptions for identifiable intangible assets acquired and reduced the fair value of identifiable intangible assets acquired by approximately $218,000. Goodwill initially recorded of approximately $7,248,000, which was recorded in our APAC operating segment, was adjusted to $6,957,000 as of December 31, 2016 as a result of the net effects of the decrease in the value of acquired identifiable intangible assets noted previously and foreign currency translation adjustments. None of the goodwill is tax deductible. We will finalize the purchase price allocation in the first quarter of 2017 when the final working capital adjustment is agreed upon and paid and the evaluation of uncertain tax positions, which could lead to an adjustment of the purchase price allocation, is completed.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We consolidated the results of operations for Ignia within our APAC operating segment beginning on September 1, 2016, the effective date of the acquisition. Our historical results would not have been materially affected by the acquisition of Ignia and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our statements of operations.

Effective October 1, 2015, we acquired BlueMetal, an interactive design and technology architecture firm based in the Boston area, with offices in Chicago and New York, for a cash purchase price, net of cash acquired, of approximately $44,221,000. BlueMetal delivers strategic design, application development, business intelligence solutions and data visualization platforms, and we believe this acquisition strengthens our services capabilities to bring value to our clients’ businesses in the area of application design, mobility and big data.

The total fair value of net assets acquired was approximately $15,412,000, including $15,240,000 of identifiable intangible assets, consisting primarily of customer relationships and restrictive covenant agreements which are being amortized using the straight-line method over their estimated economic lives of eight and three years, respectively. Goodwill acquired approximated $29,938,000, which was recorded in our North America operating segment. In 2016, we resolved the working capital contingency associated with the acquisition of BlueMetal. We recorded an adjustment of the purchase price as a reduction of goodwill in our North America operating segment upon the receipt of $507,000 in cash during 2016. The addition of the BlueMetal employees to our team and the opportunity to grow our services business are the primary factors making up the goodwill recognized as part of the transaction. None of the goodwill is tax deductible.

We consolidated the results of operations for BlueMetal beginning on October 1, 2015, the effective date of the acquisition. Our historical results would not have been materially affected by the acquisition of BlueMetal and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our statements of operations.

(23) Subsequent Event

On January 6, 2017, we completed our acquisition of Datalink for a cash purchase price of approximately $257,500,000. We funded the acquisition through a combination of cash on hand and approximately $196,000,000 in borrowings under our revolving facility. In conjunction with the acquisition, we amended our revolving facility to expand the facility by $175,000,000 in the form of an incremental Term Loan A (“TLA”). Pricing, maturity and all other general terms and conditions of the TLA are governed by the existing revolving facility. The TLA requires amortization payments of 5%, 7.5%, 10%, 12.5% and 15% in years one through five, respectively.

We are in the process of determining the fair value of net assets acquired, including identifiable intangible assets, which will be recorded in our North America operating segment. We will consolidate the results of operations for Datalink beginning on January 6, 2017, the effective date of the acquisition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(24) Selected Quarterly Financial Information (unaudited)

The following table sets forth selected unaudited consolidated quarterly financial information for 2016 and 2015 (in thousands, except per share data):

	Quarters Ended
	Dec. 31, 2016			Sept. 30, 2016			June 30, 2016			Mar. 31, 2016			Dec. 31, 2015			Sept. 30, 2015			June 30, 2015			Mar. 31, 2015
Net sales	$	1,467,583		$	1,392,716		$	1,456,234		$	1,168,982		$	1,387,185		$	1,342,195		$	1,424,031		$	1,219,679
Costs of goods sold		1,276,614			1,210,908			1,247,017			1,007,874			1,206,332			1,159,944			1,232,616			1,057,866
Gross profit		190,969			181,808			209,217			161,108			180,853			182,251			191,415			161,813
Operating expenses:
Selling and administrative expenses		145,066			143,872			150,186			146,119			147,310			148,796			148,004			140,796
Severance and restructuring expenses		1,527			788			909			1,356			2,995			817			372			723
Acquisition-related expenses		3,706			741			—			—			—			—			—			—
Earnings from operations		40,670			36,407			58,122			13,633			30,548			32,638			43,039			20,294
Non-operating (income) expense:
Interest income		(282	)		(318	)		(216	)		(250	)		(172	)		(265	)		(192	)		(154	)
Interest expense		2,271			2,517			1,992			1,848			1,706			2,062			1,718			1,738
Net foreign currency exchange (gain) loss		(520	)		579			(153	)		616			535			(1,561	)		20			613
Other expense, net		311			352			359			268			326			357			281			331
Earnings before income taxes		38,890			33,277			56,140			11,151			28,153			32,045			41,212			17,766
Income tax expense		17,790			11,642			21,073			4,263			9,577			11,220			15,713			6,815
Net earnings	$	21,100		$	21,635		$	35,067		$	6,888		$	18,576		$	20,825		$	25,499		$	10,951
Net earnings per share:
Basic	$	0.59		$	0.61		$	0.96		$	0.19		$	0.50		$	0.56		$	0.67		$	0.28
Diluted	$	0.59		$	0.60		$	0.96		$	0.18		$	0.50		$	0.56		$	0.67		$	0.27
Shares used in per share calculations:
Basic		35,479			35,474			36,380			37,075			37,099			37,095			38,067			39,673
Diluted		35,963			35,790			36,612			37,386			37,429			37,351			38,326			39,994

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INSIGHT ENTERPRISES, INC.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

(a) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, our management used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2016, based on the criteria established in COSO’s Internal Control – Integrated Framework.

KPMG LLP, the independent registered public accounting firm that audited the Consolidated Financial Statements in Part II, Item 8 of this report, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2016.

(b) Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(c) Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report, evaluated the effectiveness of our disclosure controls and procedures and determined that as of December 31, 2016 our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(d) Inherent Limitations of Disclosure Controls and Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Item 9B. Other Information

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item can be found in our definitive Proxy Statement relating to our 2017 Annual Meeting of Stockholders (our “Proxy Statement”) and is incorporated herein by reference.

Item 11. Executive Compensation

The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.

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INSIGHT ENTERPRISES, INC.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information required by this item can be found in our Proxy Statement and is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements and Schedules

The Consolidated Financial Statements of Insight Enterprises, Inc. and subsidiaries and the related Reports of Independent Registered Public Accounting Firm are filed herein as set forth under Part II, Item 8 of this report.

Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included in the Consolidated Financial Statements or notes thereto.

(b) Exhibits

The exhibits list immediately following the signature page is incorporated herein by reference as the list of exhibits required as part of this report.

Item 16. Form 10-K Summary

None.

75

INSIGHT ENTERPRISES, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INSIGHT ENTERPRISES, INC.
By	/s/ Kenneth T. Lamneck
	Kenneth T. Lamneck
	Chief Executive Officer

Dated: February 17, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Kenneth T. Lamneck Kenneth T. Lamneck	President, Chief Executive Officer and Director (principal executive officer)	February 17, 2017
/s/ Glynis A. Bryan Glynis A. Bryan	Chief Financial Officer (principal financial officer)	February 17, 2017
/s/ Dana A. Leighty Dana A. Leighty	Vice President, Finance (principal accounting officer)	February 17, 2017
/s/ Timothy A. Crown* Timothy A. Crown	Chairman of the Board	February 17, 2017
/s/ Richard E. Allen* Richard E. Allen	Director	February 17, 2017
/s/ Bruce W. Armstrong* Bruce W. Armstrong	Director	February 17, 2017
/s/ Catherine Courage* Catherine Courage	Director	February 17, 2017
/s/ Bennett Dorrance* Bennett Dorrance	Director	February 17, 2017
/s/ Michael M. Fisher* Michael M. Fisher	Director	February 17, 2017
/s/ Anthony A. Ibargüen* Anthony A. Ibargüen	Director	February 17, 2017
/s/ Robertson C. Jones* Robertson C. Jones	Director	February 17, 2017
/s/ Kathleen S. Pushor* Kathleen S. Pushor	Director	February 17, 2017

* By:	/s/ Samuel C. Cowley
	Samuel C. Cowley, Attorney in Fact

76

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K

YEAR ENDED DECEMBER 31, 2016

Commission File No. 000-25092

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit Number	Filing/Effective Date	Filed Herewith
2.1	Agreement and Plan of Merger, dated as of November 6, 2016, by and among Insight Enterprises, Inc., Reef Acquisition Co., and Datalink Corporation (Schedules and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.)	8-K	000-25092	2.1	November 7, 2016
3.1	Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.	10-K	000-25092	3.1	February 17, 2006
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.	8-K	000-25092	3.1	May 21, 2015
3.3	Amended and Restated Bylaws of Insight Enterprises, Inc.	8-K	000-25092	3.2	May 21, 2015
4.1	Specimen Common Stock Certificate	S-1	33-86142	4.1	January 20, 1995
10.1(1)	Form of Indemnification Agreement	10-K	000-25092	10.1	July 26, 2007
10.2(2)	Amended Insight Enterprises, Inc. 2007 Omnibus Plan	Proxy Statement	000-25092	Annex A	April 4, 2011
10.3(2)	First Amendment to the Amended Insight Enterprises, Inc. 2007 Omnibus Plan	Proxy Statement	000-25092	Annex A	April 5, 2016
10.4(2)	Executive Management Separation Plan effective as of January 1, 2008	10-Q	000-25092	10.5	November 7, 2008
10.5(2)	Amended and Restated Employment Agreement between Insight Enterprises, Inc. and Glynis A. Bryan dated as of January 1, 2009	8-K	000-25092	10.3	January 7, 2009
10.6(2)	Executive Employment Agreement between Insight Enterprises, Inc. and Kenneth T. Lamneck, dated as of December 14, 2009	10-K	000-25092	10.24	February 25, 2010
10.7(2)	Employment Agreement between Insight Enterprises, Inc. and Michael P. Guggemos, dated as of November 1, 2010	10-K	000-25092	10.16	February 23, 2011
10.8(2)	Offer of employment letter to Michael P. Guggemos, dated September 28, 2010	10-K	000-25092	10.17	February 23, 2011

77

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2016

Commission File No. 000-25092

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit Number	Filing/Effective Date	Filed Herewith
10.9(2)	Employment Agreement between Insight Enterprises, Inc. and Steven W. Dodenhoff, dated as of January 30, 2012	10-K	000-25092	10.16	February 24, 2012
10.10(2)	Employment Agreement between Insight Enterprises, Inc. and Dana A. Leighty, dated as of March 2, 2012	10-K	000-25092	10.12	February 22, 2013
10.11(2)	Managing Director Service Agreement dated October 25, 2013 between Insight Technology Solutions GmbH and Wolfgang Ebermann	8-K	000-25092	10.1	October 30, 2013
10.12(2)	Executive Employment Agreement between Insight Enterprises, Inc. and Samuel C. Cowley, dated June 7, 2016						X
10.13	Receivables Purchase Agreement dated as of December 31, 2002 among Insight Receivables, LLC, Insight Enterprises, Inc., Jupiter Securitization Corporation, Bank One NA, and the entities party thereto from time to time as financial institutions	10-K	000-25092	10.38	March 27, 2003
10.14	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	10-Q	000-25092	10.1	November 13, 2003
10.15	Amendment No. 1 to Receivables Purchase Agreement dated as of September 3, 2003	10-Q	000-25092	10.2	November 13, 2003
10.16	Amendment No. 2 to Receivables Purchase Agreement dated as of December 23, 2003 among Insight Receivables, LLC, Insight Enterprises, Inc. and Jupiter Securitization Corporation, Bank One NA	10-K	000-25092	10.42	March 11, 2004
10.17	Amendment No. 5 to Receivables Purchase Agreement dated as of March 25, 2005	10-Q	000-25092	10.4	May 9, 2005
10.18	Amendment No. 6 to Receivables Purchase Agreement dated as of December 19, 2005	8-K	000-25092	10.1	December 22, 2005
10.19	Amendment No. 7 to Receivables Purchase Agreement dated as of September 7, 2006	8-K	000-25092	10.2	September 8, 2006

78

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2016

Commission File No. 000-25092

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit Number	Filing/Effective Date	Filed Herewith
10.20	Amendment No. 9 to Receivables Purchase Agreement dated as of September 17, 2008	8-K	000-25092	10.3	September 23, 2008
10.21	Amendment No. 11 and Joinder Agreement to Receivables Purchase Agreement dated as of July 24, 2009	10-Q	000-25092	10.1	August 6, 2009
10.22	Amendment No. 12 to Receivables Purchase Agreement dated as of July 1, 2010 among Insight Receivables, LLC, Insight Enterprises, Inc., the Purchasers and Managing Agents party thereto, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers	10-Q	000-25092	10.1	November 4, 2010
10.23	Omnibus Amendment and Joinder to Receivables Purchase Agreement, dated as of April 26, 2012, among Insight Receivables, LLC, Insight Enterprises, Inc., Insight Direct USA, Inc., Insight Public Sector, Inc., the purchasers and managing agents party thereto and JPMorgan Chase Bank, N.A., as Agent	8-K	000-25092	10.3	May 2, 2012
10.24	Third Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto	8-K	000-25092	10.1	May 2, 2012
10.25	Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto	8-K	000-25092	10.2	May 2, 2012

79

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2016

Commission File No. 000-25092

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit Number	Filing/Effective Date	Filed Herewith
10.26	Omnibus Amendment, dated as of June 25, 2014, among Insight Receivables, LLC, Insight Enterprises, Inc., Insight Direct USA, Inc., Insight Public Sector, Inc., the purchasers and managing agents party thereto and Wells Fargo Bank, National Association, as successor agent	8-K	000-25092	10.1	July 1, 2014
10.27	Amendment No. 2 to Amended and Restated Credit Agreement, dated as of July 2, 2015, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as a lender and as an administrative agent, Wells Fargo Capital Finance, LLC, as a lender, as collateral agent and as an administrative agent, and the other lenders party thereto.	8-K	000-25092	10.1	July 9, 2015
10.28	Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto	10-Q	000-25092	10.1	October 29, 2015
10.29	Amendment No. 3 to Amended and Restated Credit Agreement, dated as of April 26, 2012, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto	10-Q	000-25092	10.2	October 29, 2015
10.30	Amendment to Receivables Purchase Agreement, dated as of October 15, 2015, among Insight Receivables, LLC, Insight Enterprises, Inc., PNC Bank, National Association and Wells Fargo Bank, National Association	10-Q	000-25092	10.3	October 29, 2015

80

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2016

Commission File No. 000-25092

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit Number	Filing/Effective Date	Filed Herewith
10.31	Fourth Amended and Restated Credit Agreement, dated as of June 23, 2016, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto	8-K	000-25092	10.1	June 28, 2016
10.32	Second Amended and Restated Credit Agreement, dated as of June 23, 2016, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, Castle Pines Capital LLC, as administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto	8-K	000-25092	10.2	June 28, 2016
10.33	Amendment to Receivables Purchase Agreement, dated as of June 23, 2016, among Insight Receivables, LLC, Insight Enterprises, Inc., the purchasers and managing agents party thereto and Wells Fargo Bank, National Association, as Agent	8-K	000-25092	10.3	June 28, 2016
10.34	Amendment No. 1 dated as of January 6, 2017 to Fourth Amended and Restated Credit Agreement, by and among Insight Enterprises, Inc., Insight Enterprises B.V. and Insight Direct (UK) Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto						X
10.35	Second Omnibus Reaffirmation Agreement, Amendment and Joinder to Loan Documents, dated as of January 6, 2017, by and among Calence, LLC, Insight Direct USA, Inc., Insight Public Sector, Inc. and Datalink Corporation, as Resellers, the guarantors party thereto, Castle Pines Capital LLC, as administrative agent, Wells Fargo Capital Finance, LLC, as collateral agent and administrative agent, and the lenders party thereto						X
21	Subsidiaries of Insight Enterprises, Inc.						X
23.1	Consent of KPMG LLP						X

81

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2016

Commission File No. 000-25092

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit Number	Filing/Effective Date	Filed Herewith
24.1	Power of Attorney for Timothy A. Crown dated February 8, 2017						X
24.2	Power of Attorney for Richard E. Allen dated February 8, 2017						X
24.3	Power of Attorney for Bruce W. Armstrong dated February 8, 2017						X
24.4	Power of Attorney for Catherine Courage dated February 8, 2017						X
24.5	Power of Attorney for Bennett Dorrance dated February 8, 2017						X
24.6	Power of Attorney for Michael M. Fisher dated February 8, 2017						X
24.7	Power of Attorney for Anthony A. Ibargüen dated February 8, 2017						X
24.8	Power of Attorney for Robertson C. Jones dated February 6, 2017						X
24.9	Power of Attorney for Kathleen S. Pushor dated February 8, 2017						X
31.1	Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rule 13a-14						X
31.2	Certification of Chief Financial Officer Pursuant to Securities and Exchange Act Rule 13a-14						X
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002						X
101	Interactive data files pursuant to Rule 405 of Regulation S-T						X

(1) We have entered into a separate indemnification agreement with each of the following directors and executive officers that differ only in names and dates: Richard E. Allen, Bruce W. Armstrong, Glynis A. Bryan, Catherine Courage, Samuel C. Cowley, Timothy A. Crown, Steven W. Dodenhoff, Bennett Dorrance, Wolfgang Ebermann, Michael M. Fisher, Michael P. Guggemos, Anthony A. Ibargüen, Helen K. Johnson, Robertson C. Jones, Kenneth T. Lamneck, Dana A. Leighty and Kathleen S. Pushor. Pursuant to the instructions accompanying Item 601 of Regulation S-K, the Registrant is filing the form of such indemnification agreement.

(2) Management contract or compensatory plan or arrangement.

82

EX-10.12

Exhibit 10.12

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of June 7, 2016, by and between Samuel C. Cowley (“Executive”), an individual, and Insight Enterprises, Inc., (the “Company”) (together, the “Parties”).

WHEREAS, the Company desires to employ Executive on a full-time basis and the Executive desires to be so employed, subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:

1. Position and Title. The Company will employ Executive as its Senior Vice President, General Counsel and Corporate Secretary, reporting to the Company’s Chief Executive Officer, and Executive accepts employment to serve in such capacity, all upon the terms and conditions set forth in this Agreement.

2. Employment Commencement Date. Executive will commence his employment as Senior Vice President, General Counsel and Corporate Secretary of the Company under the terms of this Agreement starting on June 7, 2016 (the “Commencement Date”).

3. Duties and Responsibilities. Executive shall have such duties and responsibilities as are consistent with Executive’s position as Senior Vice President, General Counsel and Corporate Secretary of the Company, as determined by the Chief Executive Officer of the Company. Executive shall perform his duties faithfully and to the best of his ability and shall devote the whole of his professional time, attention and energies to the performance of his work responsibilities. Executive shall not serve on the Boards of Directors of any other public, private or non-profit company or entity without the consent of the Chief Executive Officer.

4. Location. The location of Executive’s principal place of employment shall be in the Company’s principal executive offices in Tempe, Arizona; provided, however, that Executive shall travel and perform occasional services outside of this area as reasonably required for the proper performance of Executive’s duties under this Agreement. Executive hereby agrees that he will relocate from his current residence to the Phoenix, Arizona metropolitan area as soon as possible.

5. Term. Subject to the provisions for earlier termination set forth in Section 7, the term of Executive’s employment hereunder shall commence on the Commencement Date and continue for the period of one (1) year following the Commencement Date (the “Initial Term”). The Initial Term will automatically renew for additional, successive one (1)-year periods (each a “Renewal Term”) unless either party provides written notice of such party’s intent not to continue this Agreement no less than sixty (60) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be (the Initial Term and any Renewal Terms shall be referred to herein as the “Term”); provided, however, that the Company’s decision to provide notice of non-renewal shall be treated as a termination without Cause pursuant to Section 7(c) herein.

1

6. Compensation.

(a) Base Salary. During the Term, the Company shall pay to Executive an annualized base salary, payable in accordance with the Company’s payroll practices in effect from time to time, at the rate of $350,000 per year (the “Base Salary”).

(b) Annual Bonus. For 2017, Executive’s incentive compensation for the attainment of the “Target” level of performance pursuant to the Company’s Cash Incentive Plan (the “Incentive Plan”) shall be 55% of his Base Salary. For 2016, Executive shall receive a guaranteed bonus of 55% of Executive’s annual base salary, pro-rated based on the number of days that Executive is employed by the Company during the 2016 calendar year and payable on the date that 2016 CIP payments are made to other employees. In no event will the guaranteed bonus be paid after March 15, 2017.

(c) Equity Participation. For 2016, Executive will receive a pro-rated restricted stock unit (“RSU”) grant based on the number of days that Executive is employed by the Company during 2016. The 2016 RSU grant will have a value of $375,000 before pro-ration and will be valued using the closing stock price on the grant date of the Company’s common stock. The grant date will be the tenth day of the month following Executive’s Commencement Date. The 2016 RSU grant will be 60% performance-based and 40% service based. The performance based RSUs will vest in three equal annual installments on the first three anniversaries of the grant date subject to the final attainment of the performance conditions, and the service-based RSUs will vest in four equal annual installments on the first four anniversaries of the grant date. The RSU grant will be subject to the terms and conditions of the Insight Enterprises, Inc. 2007 Omnibus Plan, as amended (the “Equity Plan”), and the applicable agreements evidencing the grant.

(d) One-Time Equity Grant. Executive will receive a one-time grant of RSUs having an aggregate value equal to $450,000, based on the Company’s closing stock price on the grant date. The one-time RSU grant will be subject to the terms and conditions of the Equity Plan and the applicable agreement evidencing the grant. The grant date will be the tenth day of the month following Executive’s Commencement Date. The RSUs granted pursuant to this Section 6(d) will vest on a service basis in equal installments over a period of three (3) years on the first three anniversaries of the grant date, provided that Executive remains employed by the Company on each anniversary.

(e) Cash Bonus. Within thirty (30) days of the Commencement Date, the Company shall pay to Executive a one-time cash payment in the amount of $1,000.00.

(f) Relocation Benefits. Executive will be entitled to relocation benefits in accordance with the Company’s relocation policy (the “Relocation Policy”), including normal seller’s closing expenses on Executive’s home, movement of household goods and other related items.

(g) Employee Benefits. During the Term, Executive shall be eligible to participate in all health benefits, insurance programs, retirement plans and other employee benefit plans and programs generally available to other executive employees of the Company.

2

(h) Business Expenses. During the Term, Executive shall be entitled to reimbursement for reasonable business expenses incurred in the performance of his duties hereunder and in accordance with the Company’s expense reimbursement policies as they exist from time to time or as otherwise approved by the Chief Executive Officer.

(i) Vacation. Executive shall be entitled to four weeks of paid vacation each year in accordance with the Company’s policies and procedures applicable to other executive employees of the Company, in effect from time to time.

7. Termination of Employment. Prior to the expiration of the Term, Executive’s employment under this Agreement shall terminate:

(a) Immediately upon the death of Executive;

(b) After ten (10) days’ written notice by the Company to Executive on account of Executive’s Disability. “Disability” means that Executive with or without any accommodation required by law is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. The effective date of Executive’s Disability is the last day of the third month for which Executive receives the income replacement benefits;

(c) After ten (10) days’ written notice by the Company to Executive stating that Executive’s employment is being terminated without “Cause” (as defined below).

(d) After ten (10) days’ written notice by the Executive to the Company stating that Executive is resigning from his employment with the Company for any reason other than “Good Reason” (as defined herein).

(e) Immediately upon written notice by the Company to Executive for Cause. For purposes of this Agreement, “Cause” shall be defined as:

(i) the misappropriation (or attempted misappropriation) of any of the Company’s funds or property;

(ii) the conviction of, or the entering of a guilty plea or a plea of no contest with respect to a felony;

(iii) repeated willful and significant neglect of duties;

(iv) acts of material dishonesty toward the Company;

(v) repeated material violation of any material written policy with respect to the Company’s business or operations;

(vi) repeated significant deficiencies with respect to performance objectives assigned by the Chief Executive Officer of the Company; or

3

(vii) Executive’s material breach of this Agreement (after notice and an opportunity to cure).

(f) As provided in this Section 7(f), upon written notice by Executive to the Company stating that Executive is resigning from his employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall be defined as:

(i) a material diminution in Executive’s authority, duties or responsibilities without his consent;

(ii) a material reduction in Executive’s Base Salary, other than as part of a Company salary reduction program that includes senior executives of the Company;

(iii) any material act or acts of dishonesty by the Company directed toward or affecting Executive;

(iv) any illegal act or instruction directly affecting Executive by Company, which is not withdrawn after the Company is notified of the illegality by Executive; or

(v) the Company’s material breach of this Agreement;

provided, however, that Executive must resign within 180 days of the initial occurrence of any of the foregoing circumstances and must provide written notice to the Chief Executive Officer of the facts and circumstances he alleges constitute Good Reason within ninety (90) days of the first occurrence of such fact or circumstance or Executive shall be deemed to have waived Executive’s right to terminate for Good Reason with respect to any such facts or circumstances; provided, further, that none of the actions set forth in (i)-(v) above shall constitute Good Reason if the action is cured or otherwise remedied by the Company within thirty (30) business days after receiving written notice from the Executive.

8. Compensation in the Event of Termination.

(a) Cause or Resignation. If Executive’s employment terminates under Paragraph 7(d) or (e), Executive shall receive (i) payment of any earned but unpaid Base Salary earned up to and including the date of termination, (ii) payment for accrued but unused vacation, and (iii) reimbursement of any unreimbursed business expenses (together, the “Accrued Obligations”).

(b) Death or Disability. If Executive’s employment terminates under Paragraph 7(a) or (b), Executive, or Executive’s estate, if applicable, shall receive the Accrued Obligations and any vested benefits Executive, or Executive’s estate, may be entitled to receive under any Company disability or insurance plan or other applicable employee benefit plan. Executive or Executive’s estate, as the case may be, also shall be entitled to receive the following:

(i) A single lump sum payment equal to ninety (90) days of Executive’s Base Salary as in effect on the date of Executive’s death or Disability;

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(ii) With respect to any Incentive Plan with quarterly objectives, a single lump sum cash payment in an amount equal to a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s death or Disability not occurred) for the quarter in which Executive died or became Disabled;

(iii) With respect to any Incentive Plan with annual objectives, a single lump sum cash payment in an amount equal to a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s death or Disability not occurred) for the calendar year in which Executive died or became Disabled.

The payment to which Executive or Executive’s estate is entitled pursuant to paragraph (i) will be paid within thirty (30) days of Executive’s death or the effective date of Executive’s Disability, as the case may be. The payments to which Executive is entitled pursuant to paragraphs (ii) and (iii) shall be made within the time period described in the applicable Incentive Plan. In no event will the payments due pursuant to paragraphs (i), (ii) or (iii) be made later than March 15 of the year following the year in which Executive dies or the effective date of Executive’s Disability occurs.

(c) Without Cause or by Executive for Good Reason. If Executive’s employment terminates prior to the expiration of the Term under Paragraph 7(c) or (f), Executive shall receive the Accrued Obligations. Executive also shall be entitled to receive the following:

(i) severance pay in an amount equal to 100% of Executive’s Base Salary in effect on the date Executive’s employment is terminated (the “Severance Payment”);

(ii) 100% of the annual compensation paid to Executive in the preceding year under all Incentive Plans (annual and quarterly) in which Executive participates as of the date Executive’s employment is terminated; plus (1) with respect to any Incentive Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (2) with respect to any Incentive Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated; and

(iii) full vesting of the one-time RSUs granted pursuant to Section 6(d).

Subject to Section 15 herein, (1) the RSUs shall be issued to Executive within sixty (60) days following Executive’s termination of employment, (2) the Incentive Plan payment based on the amount paid under the Incentive Plans in the preceding year shall be paid to Executive in a single lump sum within sixty (60) days following Executive’s termination of employment, (3) the Incentive Plan payments to which Executive is entitled for the year or quarter of the Executive’s termination shall be made within the time period described in the

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applicable Incentive Plan, but not later than March 15 of the year following the year in which Executive’s employment is terminated, and (4) the Severance Payment will be paid in equal installments over a period of twelve (12) months in accordance with the Company’s regular paydays and commencing on the Company’s first regular payday that falls at least sixty (60) days following Executive’s termination of employment; provided that (i) Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and (ii) any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in a timely manner, or revokes the General Release, the benefits provided pursuant to this Section 8(c) (other than the Accrued Obligations) will not be due.

9. Change in Control of Company.

(a) Eligibility to Receive Benefits. If a Change in Control (as defined in Section 9(c)) occurs, Executive shall be entitled to the benefits provided in Section 9(b) if, prior to the expiration of twelve (12) months after the Change in Control (i) Executive terminates employment with the Company for Good Reason in accordance with the requirements of Section 7(f) or (ii) the Company terminates Executive’s employment without Cause pursuant to Section 7(c).

(b) Receipt of Benefits. If Executive is entitled to receive benefits pursuant to Section 9(a) hereof:

(i) Executive shall receive (1) the Accrued Obligations; (2) severance pay in an amount equal to: (a) 100% of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term, plus (b) 100% of the annual compensation paid to Executive in the preceding year under all Incentive Plans (annual and quarterly) in which Executive participates as of the date Executive’s employment is terminated; plus (c) with respect to any Incentive Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (d) with respect to any Incentive Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated.

(ii) Executive shall be vested in any and all equity-based plans and agreements of Company in which Executive had an interest, vested or contingent. If applicable law prohibits such vesting, then Company shall pay to Executive in a single lump sum cash payment in an amount equal to the value of benefits and rights that would have, but for such prohibition, been vested in Executive.

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(iii) Subject to Section 15 herein, the benefits provided pursuant to this Section 9(b) (other than the Accrued Obligations) will be paid in a single lump sum on the Company’s first regular payday that falls at least sixty (60) days following Executive’s termination of employment; provided that (1) Executive has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Company (“General Release”) and (2) any period of revocation applicable to such General Release has passed; provided, further, that the General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination of employment under Sections 7(c) or (f) herein. As shall be further described in the General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the execution of the General Release to revoke it. If Executive fails to execute the General Release in a timely manner, or revokes the General Release, the benefits provided by this Section 9(b) (other than the Accrued Obligations) will not be due. The Incentive Plan payments to which Executive is entitled for the year or quarter of the Executive’s termination shall be made within the time period described in the applicable Incentive Plan, provided Executive has timely executed and not revoked a General Release as described above. In no event will the Incentive Plan payments be made later than March 15 of the year following the year in which Executive’s employment is terminated.

(c) Change in Control Defined. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Equity Plan.

(d) Cap on Payments.

(i) General Rules. The Internal Revenue Code (the “Code”) imposes significant tax consequences on Executive and Company if the total payments made to Executive due, or deemed due, to a “change in control” (as such term is defined in Section 280G(b)(2)(A)(i) of the Code and the regulations adopted thereunder) exceed prescribed limits. For example, if Executive’s “Base Period Income” is $100,000 and Executive’s “Total Payments” exceed 299% of such Base Period Income (the “Cap”), Executive will be subject to an excise tax under Section 4999 of the Code of 20% of all amounts paid to Executive in excess of $100,000. In other words, if Executive’s Cap is $299,999, Executive will not be subject to an excise tax if Executive receives exactly $299,999. If Executive receives $300,000, Executive will be subject to an excise tax of $40,000 (20% of $200,000).

(ii) Reduction of Payments. Subject to the exception described in Section 9(d)(iii), in order to avoid the excise tax imposed by Section 4999 of the Code, one or more of the payments or benefits to which Executive is entitled that is not subject to Section 409A of the Code shall be reduced until the Total Payments equal the Cap. For purposes of this limitation:

(1) No portion of the Total Payments shall be taken into account which, in the opinion of the Consultant retained pursuant to Section 9(d)(iv), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code;

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(2) A payment shall be reduced only to the extent necessary so that the Total Payments constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the Consultant; and

(3) The value of any non-cash benefit or any deferred payment of benefit included in the Total Payments shall be determined in accordance with Section 280G of the Code and the regulations issued thereunder.

(4) If after the reductions called for by the preceding provisions of this Section 9(d)(ii), the Total Payments continue to exceed the Cap, the payments or benefits to which, Executive is entitled and which are subject to Section 409A shall be reduced proportionally until the Total Payments equal the Cap.

(iii) Exception. The payment limitation called for by Section 9(d)(ii) shall not apply if Executive’ s “Uncapped Benefit” exceeds Executive’ s “Capped Benefit” by more than 25%. The Consultant selected pursuant to Section 9(d)(iv) will calculate Executive’s Uncapped Benefit and Executive’ s Capped Benefit. For this purpose, the “Uncapped Benefit” is equal to the Total Payments to which Executive is entitled prior to the application of Section 9(d)(ii). Executive’s “Capped Benefit” is the amount to which Executive will be entitled after application of the limitations of Section 9(d)(ii).

(iv) Consultant. Company will retain a “Consultant” to advise Company with respect to the applicability of any Section 4999 excise tax with respect to Executive’s Total Payments. The Consultant shall be a law firm, a certified public accounting firm, and/or a firm nationally recognized as providing executive compensation consulting services. All determinations concerning Executive’s Capped Benefit and Executive’s Uncapped Benefit (as well as any assumptions to be used in making such determinations) shall be made by the Consultant selected pursuant to this Section 9(d)(iv). The Consultant shall provide Executive and Company with a written explanation of its conclusions. All fees and expenses of the Consultant shall be borne by Company. The Consultant’s determination shall be binding on Executive and Company.

(v) Special Definitions. For purposes of this Section 9(d), the following specialized terms will have the following meanings:

(1) “Base Period Income.” “Base Period Income” is an amount equal to Executive’ s “annualized includable compensation” for the “base period’’ as defined in Sections 280G(d)( l) and (2) of the Code and the regulations adopted thereunder. Generally, Executive ‘s “annualized includable compensation” is the average of Executive’s annual taxable income from Company for the “base period,” which is the five (5) calendar years prior to the year in which the change in control occurs.

(2) “Cap” or “280G Cap.” “Cap” or “280G Cap” shall mean an amount equal to 2.99 times Executive’ s Base Period Income. This is the maximum amount which Executive may receive without becoming subject to the excise tax imposed by

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Section 4999 of the Code or which Company may pay without loss of deduction under Section 280G of the Code.

(3) “Total Payments.” The “Total Payments” include any “payments in the nature of compensation” (as defined in Section 280G of the Code and the regulations adopted thereunder), made pursuant to this Agreement or otherwise, to or for Executive’s benefit, the receipt of which is contingent or deemed contingent on a change in control and to which Section 280G of the Code applies.

(vi) Effect of Repeal. In the event that the provisions of Sections 280G and 4999 of the Code are repealed without succession, Section 9(d) shall be of no further force or effect.

(vii) Employment by Successor. For purposes of this Agreement, employment by a successor of Company or a successor of any subsidiary of Company that has assumed this Agreement shall be considered to be employment by Company or one of its subsidiaries. As a result, if Executive is employed by such a successor following a Change in Control, Executive will not be entitled to receive the benefits provided by Section 9 unless Executive’s employment with the successor is subsequently terminated without Cause or for Good Reason within twelve (12) months following the Change in Control.

10. Confidentiality, Intellectual Property, Non-Solicitation, and Non-Competition Agreement. As a condition of employment, Executive also must sign the Confidentiality, Intellectual Property, Non-Solicitation and Non-Competition Agreement, which is attached as Exhibit A to this Agreement.

11. Applicable Law. This Agreement and any disputes or claims arising hereunder shall be construed in accordance with, governed by and enforced under the laws of the State of Arizona without regard for any rules of conflicts of law.

12. Company Policies.

(a) General Company Policies. Except where inconsistent with the terms of this Agreement, Executive agrees that he will be subject to, and comply with, the employment policies and procedures established by the Company from time to time.

(b) Company Stock Ownership Guidelines. Executive agrees that he will be subject to the Company’s stock ownership guidelines.

(c) Clawback. To the extent required by law or Company policy, the Company may require Executive to repay to the Company any bonus or other incentive-based or equity-based compensation paid to Executive.

13. Section 16 of the Securities Exchange Act. If, at the time Executive’s employment is terminated for any reason, Executive is a person designated to file pursuant to Section 16 of the Securities Exchange Act of 1934 (the “1934 Act”), Executive will provide to the Company a written representation in a form acceptable to the Company that all reportable pre-termination securities transactions relating to Executive have been reported.

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14. Withholding. The Company may effect withholdings from the payments due to Executive under this Agreement for the payment of taxes and other lawful withholdings or required employee contributions, in accordance with applicable law.

15. Section 409A.

(a) It is the intention of the Company and Executive that this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code (“Section 409A”). To the extent applicable, it is intended that the Agreement comply with the provisions of Section 409A, but the Company does not warrant or guarantee that the Agreement is either excepted from the requirements of Section 409A or that the Agreement complies with Section 409A. The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). The Company and Executive agree to work together in good faith in an effort to comply with Section 409A including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden. Executive remains solely responsible for any adverse tax consequences imposed upon him by Section 409A.

(b) Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of the Agreement and no payments shall be due to him under the Agreement which are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A.

(c) To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Agreement during the six-month period immediately following Executive’s termination of employment shall instead be paid within thirty (30) days following the first business day after the date that is six months following his termination of employment (or upon his death, if earlier). If it is determined that all or a portion of the payments due pursuant to this Agreement are subject to Section 409A of the Code, and if the General Release consideration period and revocation period spans two calendar years, the payments provided pursuant to this Agreement that are subject to Section 409A shall not begin until the second calendar year. Executive may not elect the taxable year of the distribution. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A.

16. Dispute Resolution. The Parties agree that any controversy, dispute or claim arising out of or relating to the Agreement or breach thereof, including without limitation Executive’s employment with or separation of employment from Company, and all claims, to the extent allowable by law, that Company or any of its representatives engaged in conduct prohibited on any basis under any federal, state, or local statute, including federal or state

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discrimination statutes or public policy, shall be resolved by final, binding and conclusive arbitration in Maricopa County, Arizona, with a sole arbitrator to be mutually agreed upon by the Parties. The Parties shall bear equally the cost of the arbitrator. The arbitration shall occur within thirty (30) days of selection of the arbitrator and shall be administered by the American Arbitration Association under its Employment Arbitration Rules and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration award may, in the discretion of the arbitrator, include reasonable attorneys’ fees and costs of the prevailing party. “Attorneys’ fees and costs” mean all reasonable pre-award expenses, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone costs, witness fees and attorneys’ fees. Any award of attorney’s fees and costs to which Executive may be entitled shall be paid by Company, on or before December 31 of the calendar year following the year of the conclusion of the arbitration. Either party may apply to the arbitrator to seek injunctive relief until the arbitration award is rendered or the matter is otherwise resolved. Either party also may, without waiving any remedy under the Agreement, seek from any court having jurisdiction any interim or provisional relief, including a temporary restraining order, an injunction both preliminary and final, and any other appropriate equitable relief, that is necessary to protect the rights or property of that party, pending the retention of the arbitrator.

17. No Conflict. Executive hereby represents and warrants that he is under no conflicting duty or contractual or other legal obligation that would prevent him from executing this Agreement or performing the duties of Senior Vice President, General Counsel and Corporate Secretary of the Company.

18. No Waivers. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such party thereafter from enforcing such provision or any other provision of this Agreement. Rights granted the parties hereto herein are cumulative and the election of one shall not constitute a waiver of such party’s right to assert all other legal remedies available under the circumstances.

19. Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally or by local courier, (ii) upon confirmation of receipt when such notice or other communication is sent by facsimile, or (iii) one day after timely delivery to an overnight delivery courier. The addresses for such notices shall be as follows:

TO THE COMPANY:

Insight Enterprises, Inc.

Attn: Chief Executive Officer

6820 South Harl Avenue

Tempe, Arizona 85283

TO EXECUTIVE:

At the most recent address on file in the records of the Company.

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20. Severability. The provisions of this Agreement are severable and if any provision of this Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby unless as a result of such severing the remaining provisions or enforceable parts do not substantially reflect the intention of the parties in entering into this Agreement.

21. Successors and Assigns. This is an agreement for personal services and may not be assigned by Executive. The rights and obligations of the parties under this Agreement shall inure to the benefit of and be binding upon their successors, heirs and assigns, including the survivor upon any merger, consolidation or combination of the Company with any other entity.

22. Entire Agreement and Amendments. This Agreement sets forth the entire agreement of the parties hereto and supersedes all prior agreements, negotiations, understandings and covenants (except as otherwise provided herein) with respect to the subject matter hereof, including any offer letter provided to Executive. This Agreement may be amended, modified or canceled only by mutual agreement of the parties and only in writing.

23. Counterparts. This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INSIGHT ENTERPRISES, INC.		SAMUEL C. COWLEY
/s/ Ken Lamneck		/s/ Samuel C. Cowley
By:	Ken Lamneck
Its:	Chief Executive Officer

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EX-10.34

Exhibit 10.34

AMENDMENT NO. 1 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is being executed and delivered as of January 6, 2017 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 to the Credit Agreement. 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 notified the Administrative Agent and the Lenders that the Company wishes to acquire (the “Datalink Acquisition”) all or substantially all of the assets or equity interests of Datalink Corporation (the “Target”), a Minnesota corporation, pursuant to that certain Agreement and Plan of Merger, dated as of November 6, 2016 (the “Merger Agreement”), by and among the Company, the Target, and Reef Acquisition Co. (the “Merger Sub”), a Minnesota corporation and a wholly-owned subsidiary of the Company, pursuant to which the Merger Sub will be merged with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Company which Datalink Acquisition shall be financed in part by the proceeds of Incremental Term Loans which shall be extended pursuant to Section 2.09 of the Credit Agreement (the “Term Loans”);

WHEREAS, the Company has requested that the Lenders and the Administrative Agent amend the Existing Credit Agreement in certain respects in connection with the Datalink Acquisition and the extension of the Term Loans; and

WHEREAS, the 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, the Existing Credit Agreement is hereby amended as follows:

(a) the Existing Credit Agreement is hereby amended to read as set forth in

Exhibit A hereto; and

(b) Schedule 2.01 and Exhibit A to the Existing Credit Agreement are hereby amended in their entirety pursuant to each corresponding Schedule or Exhibit set forth in Annex I hereto.

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 Lenders required to execute and deliver this Amendment in order to give effect hereto;

(b) the Administrative Agent shall have received those other agreements, documents, instruments and other deliverables appearing in Exhibit B hereto and not otherwise referred to in this Section 2, each in form and substance reasonably satisfactory to the Administrative Agent;

(c) the Datalink Acquisition shall have been consummated (or shall be consummated substantially concurrently with the funding of the Term Loans) in accordance in all material respects with the Merger Agreement and shall constitute a Permitted Acquisition;

(d) The Administrative Agent shall have received a certificate, dated as of the date hereof, and signed by a Financial Officer, (i) confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement, (ii) certifying that as of the date hereof, after giving effect to the Transactions to be consummated on the date hereof and the payment and accrual of all fees, costs and expenses in connection therewith, the Company and its Subsidiaries, on a consolidated basis, are and will be Solvent and (iii) demonstrating that the Company and its Subsidiaries are in compliance with the financial covenants contained in Section 6.10 of the Credit Agreement immediately after giving effect to the Datalink Acquisition (determined on a Pro Forma Basis recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, as if the Datalink Acquisition (and any related incurrence or repayment of Indebtedness) had occurred on the first day of each relevant period for testing such compliance);

(e) the Administrative Agent shall have received all requested documents and opinions substantially consistent with those delivered on the Effective Date as to the organizational power and authority of the Company to borrow under the Credit Agreement after giving effect to the Term Loans;

(f) the Administrative Agent shall have received for the benefit of each Term Lender and JPMorgan Chase Bank, N.A. all fees and other amounts due and payable on or prior to the Amendment No. 1 Effective Date under the Incremental Term Loan Facility Fee Letter, dated as of December 2, 2016, between the Company and the Administrative Agent; and

(g) 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

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Borrowers to the Administrative Agent and invoiced prior to the date hereof shall have been (or will substantially concurrently with the making of the Term Loans be) fully paid.

3. Consent to Enter Into Amendment No. 2 to Channel Finance Intercreditor Agreement. Each Lender hereby authorizes the Administrative Agent on the Amendment No. 1 Effective Date to enter into Amendment No. 2 to Amended and Restated Intercreditor Agreement, dated as of the date hereof, between the Administrative Agent and the Channel Finance Collateral Agent in the form attached hereto as Exhibit C 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

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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]

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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:	Treasurer
INSIGHT DIRECT (UK), LTD., as the UK Borrower
By:	/s/ Glynis Bryan
Name:	Glynis Bryan
Title:	Director
INSIGHT ENTERPRISES B.V., as the Dutch Borrower
By:	/s/ Russell Leighton
Name:	Russell Leighton
Title:	SVP Finance & Operations

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

JPMORGAN CHASE BANK, N.A., as a Lender, as the Issuing Bank and as Administrative Agent
By:	/s/ Caitlin Stewart
Name:	Caitlin Stewart
Title:	Vice President

DTTP number:	13/M/268710/DTTP
Jurisdiction of tax residence:	USA

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Corey A. Saba Basha
Name:	Corey A. Saba Basha
Title:	SVP, Senior Relationship Manager

DTTP number:	13/W/61173/DTTP
Jurisdiction of tax residence:	USA

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

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

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Kenneth J. Tebelman
Name:	Kenneth J. Tebelman
Title:	Senior Vice President

DTTP number:	13/B/7418/DTTP
Jurisdiction of tax residence:	USA

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Andrew Hietala
Name:	Andrew Hietala
Title:	SVP, Sr. Relationship Manager

DTTP number:	13/H/314375/DTTP
Jurisdiction of tax residence:	USA

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

THE BANK OF TOKYO MITSUBISHI UFJ, LTD., as a Lender
By:	/s/ Matthew Antioco
Name:	Matthew Antioco
Title:	Vice President

DTTP number:	43/B/322072/DTTP
Jurisdiction of tax residence:	Japan

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

BRANCH BANKING AND TRUST COMPANY, as a Lender
By:	/s/ Erron Powers
Name:	Erron Powers
Title:	Senior Vice President

DTTP number:	13/B/357522/DTTP
Jurisdiction of tax residence:	USA

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

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

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

BANK OF THE WEST, as a Lender
By:	/s/ Kevin R. Gillette
Name:	Kevin R. Gillette
Title:	Director

DTTP number:	13/B/359711/DTTP
Jurisdiction of tax residence:	USA

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

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

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

ZB, N.A. dba NATIONAL BANK OF ARIZONA, as a Lender
By:	/s/ Sabina Aaronson
Name:	Sabina Aaronson
Title:	Vice President

DTTP number:	13/Z/370491/DTTP
Jurisdiction of tax residence:	USA

Signature Page to

Amendment No. 1 to Insight Fourth Amended and Restated Credit Agreement

EXHIBIT A

Conformed Credit Agreement

Attached

FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of June 23, 2016

and as amended as of January 6, 2017

among

INSIGHT ENTERPRISES, INC.,

the EUROPEAN BORROWERS

from time to time party hereto,

The LENDERS party hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent,

and

PNC BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., HSBC BANK USA,

NATIONAL ASSOCIATION, THE BANK OF TOKYO MITSUBISHI UFJ, LTD and

BRANCH BANKING AND TRUST COMPANY,

as Co-Documentation Agents

JPMORGAN CHASE BANK, N.A.

and

WELLS FARGO SECURITIES, LLC,

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

	Page
ARTICLE I Definitions		1
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		43
SECTION 1.03. Terms Generally		43
SECTION 1.04. Accounting Terms; GAAP		43
SECTION 1.05. Alternative Currency Calculations		44
SECTION 1.06. Dutch Terms		44
SECTION 1.07. Pro Forma Calculations		45
ARTICLE II The Credits		46
SECTION 2.01. Commitments		46
SECTION 2.02. Loans and Borrowings		46
SECTION 2.03. Requests for Borrowings		47
SECTION 2.04. Extension of Maturity Date of Revolving Commitments		48
SECTION 2.05. Letters of Credit		49
SECTION 2.06. Funding of Borrowings		54
SECTION 2.07. Interest Elections		55
SECTION 2.08. Termination and Reduction of Commitments		56
SECTION 2.09. Expansion Option		57
SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt		60
SECTION 2.11. Prepayment of Loans		61
SECTION 2.12. Fees		63
SECTION 2.13. Interest		64
SECTION 2.14. Alternate Rate of Interest		65
SECTION 2.15. Increased Costs		66
SECTION 2.16. Break Funding Payments		67
SECTION 2.17. Taxes		68
SECTION 2.18. UK Tax		72
SECTION 2.19. EU Banking Passport; Local Branch Availability		81
SECTION 2.20. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		81
SECTION 2.21. Mitigation Obligations; Replacement of Lenders		84
SECTION 2.22. Market Disruption		85
SECTION 2.23. Defaulting Lenders		85
ARTICLE III Representations and Warranties		87
SECTION 3.01. Organization; Powers		87
SECTION 3.02. Authorization; Enforceability		87
SECTION 3.03. Governmental Approvals; No Conflicts		88
SECTION 3.04. Financial Condition; No Material Adverse Change		88
SECTION 3.05. Properties; Insurance		88
SECTION 3.06. Litigation, Environmental and Labor Matters		89
SECTION 3.07. Compliance with Laws and Inventory Factoring Facility Agreements		89
SECTION 3.08. Investment Company Status		89

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TABLE OF CONTANTS

	Page
SECTION 3.09. Taxes		90
SECTION 3.10. ERISA		90
SECTION 3.11. Subsidiaries; Ownership of Capital Stock		90
SECTION 3.12. Solvency		90
SECTION 3.13. Disclosure		90
SECTION 3.14. Federal Reserve Regulations		91
SECTION 3.15. Security Interest in Collateral		91
SECTION 3.16. Material Subsidiaries		91
SECTION 3.17. Anti-Corruption Laws and Sanctions		92
SECTION 3.18. EEA Financial Institutions		92
SECTION 3.19. Limited Conditionality Acquisitions		92
ARTICLE IV Conditions		92
SECTION 4.01. Effective Date		92
SECTION 4.02. Each Credit Event		94
ARTICLE V Affirmative Covenants		95
SECTION 5.01. Financial Statements and Other Information		95
SECTION 5.02. Notices of Material Events		97
SECTION 5.03. Existence; Conduct of Business		98
SECTION 5.04. Payment of Taxes		98
SECTION 5.05. Maintenance of Properties; Insurance		98
SECTION 5.06. Books and Records; Inspection Rights		99
SECTION 5.07. Compliance with Laws		99
SECTION 5.08. Use of Proceeds and Letters of Credit		99
SECTION 5.09. Subsidiary Collateral Documents; Subsidiary Guarantors		100
SECTION 5.10. Post-Closing Covenant		102
ARTICLE VI Negative Covenants		103
SECTION 6.01. Indebtedness		103
SECTION 6.02. Liens		106
SECTION 6.03. Fundamental Changes		107
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions		109
SECTION 6.05. Swap Agreements		111
SECTION 6.06. Restricted Payments		111
SECTION 6.07. Transactions with Affiliates		112
SECTION 6.08. Restrictive Agreements; Receivables Entities		112
SECTION 6.09. Sale and Leaseback Transactions		113
SECTION 6.10. Financial Covenants		113
SECTION 6.11. Channel Finance Loan Documents		114
ARTICLE VII Events of Default		114
ARTICLE VIII The Administrative Agent		117
ARTICLE IX Collection Allocation Mechanism		123

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TABLE OF CONTENTS

	Page
SECTION 9.01. Implementation of CAM		123
ARTICLE X Guarantee		124
SECTION 10.01. Company Guaranty		124
SECTION 10.02. European Borrowers’ Guaranty		126
ARTICLE XI Miscellaneous		129
SECTION 11.01. Notices		129
SECTION 11.02. Waivers; Amendments		130
SECTION 11.03. Expenses; Indemnity; Damage Waiver		133
SECTION 11.04. Successors and Assigns		135
SECTION 11.05. Survival		140
SECTION 11.06. Counterparts; Integration; Effectiveness		141
SECTION 11.07. Severability		141
SECTION 11.08. Right of Setoff		141
SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of Process		142
SECTION 11.10. WAIVER OF JURY TRIAL		142
SECTION 11.11. Headings		143
SECTION 11.12. Confidentiality		143
SECTION 11.13. Conversion of Currencies		144
SECTION 11.14. USA Patriot Act; European “Know Your Customer” Checks		145
SECTION 11.15. English Language		145
SECTION 11.16. Appointment for Perfection		145
SECTION 11.17. Borrower Limitations		146
SECTION 11.18. Interest Rate Limitation		146
SECTION 11.19. No Advisory or Fiduciary Responsibility		146
SECTION 11.20. Acknowledgment and Consent to Bail-In of EEA Financial Institutions		147
SECTION 11.21. Dutch CIT Fiscal Unity		147
ARTICLE XII No Novation; References to this Agreement in Loan Documents		148
SECTION 12.01. No Novation		148
SECTION 12.02. References to This Agreement In Loan Documents		148

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SCHEDULES:

Schedule 1.01	—	Initial Subsidiary Guarantors
Schedule 2.01	—	Lenders and Commitments
Schedule 3.06	—	Litigation
Schedule 3.11	—	Subsidiaries
Schedule 3.16	—	Initial Material Subsidiaries
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens
Schedule 6.04	—	Existing Investments
Schedule 6.08	—	Restrictive Agreements
Schedule 6.09	—	Sale and Leaseback Transactions

EXHIBITS:

Exhibit A	—	Form of Assignment and Assumption
Exhibit B	—	List of Closing Documents
Exhibit C	—	Form of Compliance Certificate
Exhibit D-1	—	Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
Exhibit D-2	—	Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
Exhibit D-3	—	Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
Exhibit D-4	—	Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 23, 2016 among INSIGHT ENTERPRISES, INC., a Delaware corporation (the “Company”), the EUROPEAN BORROWERS (as defined below), the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

PRELIMINARY STATEMENTS

WHEREAS, the Company, the European Borrowers, certain Lenders and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement, dated as of April 26, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”); and

WHEREAS, the Borrowers, the Lenders and the Administrative Agent have agreed to amend and restate the Existing Credit Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated in its entirety as of the date hereof as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Term Loan or any Loan or Borrowing to the Company under the US Tranche, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquired Entity” means the assets or Person acquired in connection with a Permitted Acquisition or other investment permitted under Section 6.04.

“Acquisition – Related Incremental Commitments” has the meaning assigned to such term in Section 2.09.

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder; provided, that for purposes of the Dutch Parallel Debt, JPMorgan Chase Bank, N.A. will be acting in its individual capacity.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreed Currency” means, collectively, US Dollars and each Alternative Currency.

“Alternate Base Rate” means, for any day, for any Term Loan or any Loan, Letter of Credit or other financial accommodation under the US Tranche that is made to the Company and that specifies or that requires that the interest rate applicable thereto be the “Alternate Base Rate”, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus  ¹⁄₂ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus a percentage equal to the excess of the Applicable Rate with respect to a Eurocurrency Loan as of such date over the Applicable Rate with respect to an ABR Loan as of such date; provided that, for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. For the avoidance of doubt, if the Alternate Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Alternative Currency” means (i) Euro, (ii) Sterling and (iii) any other currency (other than US Dollars) (x) that is a lawful currency that is freely available, freely transferable and freely convertible into US Dollars, (y) for which a Screen Rate is available in the Administrative Agent’s determination and (z) that is (in the case of this clause (iii)) approved by the Administrative Agent and the European Tranche Lenders (such approval not to be unreasonably withheld).

“Alternative Currency Equivalent” means, on any date of determination with respect to any amount denominated in US Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time pursuant to Section 1.05 using the Exchange Rate with respect to such Alternative Currency at the time in effect under the provisions of such Section.

“Amendment No. 1” means that certain Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated as of January 6, 2017, by and among the Borrowers, the financial institutions party thereto and the Administrative Agent.

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“Amendment No. 1 Effective Date” means January 6, 2017.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans or LC Exposure, the applicable Tranche Percentage and (b) with respect to the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all Term Lenders.

“Applicable Rate” means, for any day, with respect to any ABR Loan, any Eurocurrency Loan or any Letter of Credit participation fee under Section 2.12(b), or the commitment fees payable pursuant to Section 2.12(a), as the case may be, the applicable rate per annum set forth below under the caption “ABR Loan Spread”, “Eurocurrency Loan Spread and Letter of Credit Participation Fee Percentage,” or “Commitment Fee Percentage,” as the case may be, based upon the Total Leverage Ratio as reflected in the then most recently delivered quarterly or annual financials as required under Section 5.01:

Pricing Level:	Total Leverage Ratio:	ABR Loan Spread:	Eurocurrency Loan Spread and Letter of Credit Participation Fee Percentage:	Commitment Fee Percentage:
Level I	Less than 1.00 to 1.00	0.00%	1.25%	0.25%
Level II	Equal to or greater than 1.00 to 1.00 but less than 1.50 to 1.00	0.00%	1.50%	0.30%
Level III	Equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00	0.25%	1.75%	0.35%
Level IV	Equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00	0.50%	2.00%	0.40%
Level V	Equal to or greater than 2.50 to 1.00	0.75%	2.25%	0.45%

For purposes of the foregoing,

(i) if at any time the Company fails to deliver any financials required under Section 5.01(a) or (b) on or before the date any financials are due, then Pricing Level V shall be deemed applicable until one (1) Business Day after such

3

financials, together with all corresponding compliance certificates required by Section 5.01(c), are actually delivered, after which the Pricing Level shall be determined in accordance with the table above as applicable;

(ii) adjustments, if any, to the Pricing Level then in effect shall be effective one (1) Business Day after the Administrative Agent has received the applicable financials and corresponding compliance certificates required by Section 5.01(c) (it being understood and agreed that each change in Pricing Level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change); and

(iii) each determination of the Applicable Rate made by the Administrative Agent in accordance with the foregoing shall, if reasonably determined, be conclusive and binding on the Company, all of its Subsidiaries and each Lender.

Notwithstanding the foregoing, during the period beginning on the Amendment No. 1 Effective Date and ending on the date of delivery of the applicable financials for the fiscal quarter of the Company ending March 31, 2017, the Applicable Rate shall be based on Pricing Level III, and thereafter, the Applicable Rate shall be determined in accordance with the preceding table and provisions.

“Approved Fund” has the meaning assigned to such term in Section 11.04.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Attributable Debt” in respect of a Sale and Leaseback Transaction that is a Capitalized Lease Obligation means, at any date of determination, the amount of Indebtedness represented thereby according to the definition of “Capitalized Lease Obligation.”

“Attributable Receivables Indebtedness” at any time means the principal amount of Indebtedness which (a) if a Permitted Receivables Facility is structured as a secured lending agreement, constitutes the principal amount of such Indebtedness or (b) if a Permitted Receivables Facility is structured as a purchase agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement.

“Augmenting Lender” has the meaning set forth in Section 2.09.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

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“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.

“Banking Services” means each and any of the following bank services provided to the Company or any Subsidiary by any Lender or any of its Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Agreement” means any agreement entered into by the Company or any Subsidiary in connection with Banking Services.

“Banking Services Obligations” means any and all obligations of the Company or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as hereafter amended.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means the Company or any European Borrower, as applicable, and “Borrowers” means all of the foregoing.

“Borrowing” means (a) Revolving Loans of the same Class, Type and currency made on the same date and, in the case of Eurocurrency Loans, as to which a single Interest

5

Period is in effect or (b) a Term Loan of the same of the same Class and Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” means (a) in the case of a Borrowing denominated in US Dollars, $500,000, (b) in the case of a Borrowing denominated in Euro, €500,000, (c) in the case of a Borrowing denominated in Sterling, £500,000, and (d) in the case of a Borrowing denominated in an Alternative Currency (other than Euro or Sterling), the Alternative Currency Equivalent of $500,000.

“Borrowing Multiple” means (a) in the case of a Borrowing denominated in US Dollars, $500,000, (b) in the case of a Borrowing denominated in Sterling, £500,000, (c) in the case of a Borrowing denominated in Euro, €500,000, and (d) in the case of a Borrowing denominated in an Alternative Currency, the Alternative Currency Equivalent of $500,000.

“Borrowing Request” means a request by a Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan denominated in US Dollars or any Alternative Currency other than Euro, the term “Business Day” shall also exclude any day on which banks are not open for dealings in the relevant Alternative Currency in the London interbank market or the principal financial center of such Alternative Currency (and, if the Borrowings or LC Disbursements which are the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in Euro, the term “Business Day” shall also exclude any day on which the TARGET2 payment system is not open for the settlements of payments in Euro).

“CAM” means the mechanism for the allocation and exchange of interests in the Tranches and the collections thereunder established under Article IX.

“CAM Exchange” means the exchange of any Lender’s interests provided for in Article IX.

“CAM Exchange Date” means the first date on which there shall occur any event referred to in clause (h) or (i) of Article VII in respect of the Company.

“CAM Percentage” means, as to each Revolving Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the sum of the US Dollar Equivalents (determined on the basis of Exchange Rates prevailing on the CAM Exchange Date) of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange and (b) the denominator shall be the sum of the US Dollar Equivalents (as so determined) of the Designated Obligations owed to all the Revolving Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange.

“Capital Expenditures” means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on

6

a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, excluding (i) expenditures of insurance proceeds to rebuild or replace any asset after a casualty loss and (ii) leasehold improvement expenditures for which the Company or a Subsidiary is reimbursed promptly by the lessor.

“Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Pooling Arrangements” means cash pooling arrangements maintained by the Foreign Subsidiaries of the Company in the ordinary course of business in order to manage currency fluctuations and overdrafts among deposit accounts of such Subsidiaries.

“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.

“Change in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities pursuant to Basel III, shall, in each case, be deemed to be a “Change in “Law”, regardless of the date enacted, adopted, issued or implemented

“Channel Finance Collateral Agent” means Wells Fargo Capital Finance, LLC, in its capacity as collateral agent under the Channel Finance Credit Agreement.

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“Channel Finance Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of the date hereof, by and among Insight Public Sector, Inc., Insight Direct USA, Inc., Calence, LLC, the lenders party thereto from time to time, Castle Pines Capital, LLC, as an administrative agent, Wells Fargo Capital Finance, LLC, as an administrative agent, and the Channel Finance Collateral Agent, and any extensions, renewals, refinancings and replacements thereof permitted pursuant to the Channel Finance Intercreditor Agreement that, except as otherwise permitted hereunder, do not increase the outstanding principal amount thereof.

“Channel Finance Intercreditor Agreement” means the Amended and Restated Intercreditor Agreement, dated as of April 26, 2012, among the Company, the Administrative Agent and the Channel Finance Collateral Agent, as amended by that certain Amendment No. 1 to Amended and Restated Intercreditor Agreement, dated as of the date hereof, among the Company, the Administrative Agent and the Channel Finance Collateral Agent.

“Channel Finance Loan Documents” means the Channel Finance Credit Agreement and the other “Loan Documents” (as defined in the Channel Finance Credit Agreement).

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans, US Tranche Revolving Loans or European Tranche Revolving Loans, and (b) any Commitment, refers to whether such Commitment is a Term Loan Commitment, US Tranche Revolving Commitment or a European Tranche Commitment.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any and all property owned, leased or operated by a Loan Party that is subject to, or is required to be subject to, a Lien under the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a Lien in favor of the Administrative Agent, on behalf of the Holders of Secured Obligations, to secure the Secured Obligations.

“Collateral Documents” means the Security Agreements, the Pledge Agreements, the Intellectual Property Security Agreements, the Reaffirmation Agreement and all other security agreements, mortgages, deeds of trust, pledges, assignments, financing statements and all other written matter whether heretofore, now, or hereafter executed by any Loan Party that are intended to create or evidence Liens to secure the Secured Obligations.

“Commitment” means a Term Loan Commitment, US Tranche Revolving Commitment or a European Tranche Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” has the meaning assigned to such term in the heading of this Agreement.

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“Company Pledge Agreement” means that certain Third Amended and Restated Pledge Agreement, dated as of April 26, 2012, between the Company and the Administrative Agent, for the benefit of the Holders of Secured Obligations.

“Company Security Agreement” means that certain Third Amended and Restated Security Agreement, dated as of April 26, 2012, between the Company and the Administrative Agent, for the benefit of the Holders of Secured Obligations.

“Compliance Certificate” means a certificate of a Financial Officer substantially in the form of Exhibit C.

“Consolidated Capital Expenditures” means, with reference to any period, the Capital Expenditures of the Company and its Subsidiaries calculated on a consolidated basis for such period.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, for any Test Period, the sum of (a) Consolidated Net Income for such Test Period plus (b) to the extent deducted in determining Consolidated Net Income for such Test Period, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred other than in the ordinary course of business, (vi) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards, (vii) any cash expenses or charges related to any issuance of Equity Interests, Permitted Acquisition or other acquisition, disposition, recapitalization or the incurrence, prepayment, amendment, modification, restructuring or refinancing of Indebtedness, in each case, (x) solely to the extent such transaction is not prohibited by this Agreement and (y) whether or not such transaction is consummated, in an aggregate amount not to exceed $15,000,000 during any Test Period, (viii) cash costs, expenses and fees incurred in connection with the Transactions (other than in connection with the Datalink Acquisition) and (ix) cash restructuring charges (including in connection with headcount reductions, costs related to the closure, consolidation and integration of facilities, IT infrastructure and legal entities, severance costs and retention bonuses) in an amount, when aggregated with the amount of any increase to Consolidated EBITDA pursuant to clause (y) of the last sentence of the definition of “Pro Forma Basis,” not to exceed 10% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any increase pursuant to this clause (ix) or clause (y) of the last sentence of the definition of “Pro Forma Basis”) minus (c)(i) to the extent included in Consolidated Net Income for such Test Period, any extraordinary non-cash or nonrecurring non-cash gains realized other than in the ordinary course of business and (ii) the amount of any subsequent cash payments in respect of any non-cash charges described in the preceding clause (b)(vi), all calculated for the Company and its Subsidiaries on a consolidated basis.

“Consolidated Funded Indebtedness” means, at any time, the sum (without duplication) of (i) the aggregate principal amount of Consolidated Indebtedness owing by the Company and its Subsidiaries which has actually been funded and is outstanding at such time,

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whether or not such amount is due or payable at such time, plus (ii) the aggregate stated or face amount of all letters of credit at such time for which any of the Company and its Subsidiaries is the account party (unless cash collateralized with cash and/or cash equivalents in a manner permitted hereunder) plus (iii) the aggregate amount of Capitalized Lease Obligations owing by the Company and its Subsidiaries (it being understood that Consolidated Funded Indebtedness shall not include amounts outstanding under the Channel Finance Credit Agreement or any Vendor Trade Program or any Contract Payment Sale Indebtedness, in each case, so long as such amounts are not bearing interest payable by a Loan Party).

“Consolidated Indebtedness” means, at any time, the Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis as of such time.

“Consolidated Interest Expense” means, with reference to any period, the interest expense of the Company and its Subsidiaries calculated on a consolidated basis for such period, including, without limitation, yield or any other financing costs resembling interest which are payable under any Permitted Receivables Facility.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated on a consolidated basis for such period.

“Consolidated Rentals” means, with reference to any period, the Rentals of the Company and its Subsidiaries calculated on a consolidated basis for such period.

“Contract Payment” has the meaning set forth in the definition of “Contract Payment Sale”.

“Contract Payment Purchaser” has the meaning set forth in the definition of “Contract Payment Sale”.

“Contract Payment Sale” means a transaction in which a Loan Party enters into a lease, managed services arrangement or software licensing agreement with a U.S. state or federal Governmental Authority or other Person pursuant to which (i) such Loan Party will lease certain equipment, provide certain managed services or license certain software to such Governmental Authority or other Person, (ii) such Governmental Authority or other Person is obligated to make a series of payments to such Loan Party during the term of such lease, managed services arrangement or software license (each such payment, a “Contract Payment”), (iii) such Loan Party sells or assigns a portion or all of such Contract Payments (and, in the case of a lease or managed services arrangement, the related equipment) and related proceeds to a third-party (a “Contract Payment Purchaser”) and (iv) such Loan Party is involved in the administration and servicing of such Contract Payments for such Contract Payment Purchaser during the term of such lease, managed services arrangement or software license.

“Contract Payment Sale Indebtedness” shall mean any remaining obligations of any Loan Party in respect of any Contract Payment Sale transaction that are recorded as a liability on the consolidated balance sheet of the Company and its Subsidiaries.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to

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exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Event” means a Borrowing, the issuance of a Letter of Credit, or an LC Disbursement.

“Credit Party” means the Administrative Agent, the Issuing Bank or any Lender.

“CRR” means the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

“Datalink Acquisition” has the meaning assigned to such term in Amendment No. 1.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party or the Company, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s or the Company’s, as applicable, receipt of such certification in form and substance satisfactory to it, the Company and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Departing Lender” means each “Lender” under and as defined in the Existing Credit Agreement that (i) executes and delivers to the Administrative Agent a Departing Lender Signature Page or (ii) immediately after the effectiveness of this Agreement no longer has a Commitment.

“Departing Lender Signature Page” means each signature page to this Agreement on which it is indicated that the Departing Lender executing the same shall cease to be a party to the Existing Credit Agreement on the Effective Date.

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“Designated Obligations” shall mean all obligations of the Borrowers with respect to (a) principal of and interest on the Revolving Loans, (b) unreimbursed LC Disbursements and interest thereon and (c) all commitment fees and Letter of Credit participation fees.

“Disqualified Equity Interests” means Equity Interests that (a) require the payment of any cash dividends prior to the date that is 91 days after the Maturity Date, (b) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests and cash in lieu of fractional shares of such Equity Interest) or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof (other than solely for Qualified Equity Interests and cash in lieu of fractional shares of such Equity Interest), in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise, prior to the date that is 91 days after the Maturity Date (other than (i) upon termination of the Commitments and payment in full of the Obligations then due and owing or (ii) upon a “change in control” or asset sale, provided, that any payment required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations or is otherwise contractually subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent) or (c) are convertible or exchangeable, automatically or at the option of any holder thereof, into any Indebtedness, Equity Interests or other assets other than Qualified Equity Interests prior to the date that is 91 days after the Maturity Date; provided, however, that if an Equity Interest in any Person is issued to any employee or pursuant to any plan for the benefit of employees of the Company or any of its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by the Company or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person or as a result of such employees’ termination, death or disability.

“Disqualified Institution” means the banks, financial institutions and other institutional lenders and persons (or affiliates of such persons clearly identifiable solely by similarity of name), set forth in a list (the “DQ List”) provided to the Administrative Agent in an email to JPMDQ_Contact@jpmorgan.com prior to the Effective Date.

“Domestic Foreign Holding Company” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia substantially all of the assets of which consist of Equity Interests in one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code; provided, that such Subsidiary does not conduct any material business or activities other than the ownership of such Equity Interests in Foreign Subsidiaries.

“Domestic Receivable” means any Receivable owed by an account debtor which is organized under the laws of the United States, any state thereof, or the District of Columbia.

“Domestic Subsidiary” means any Subsidiary other than a Foreign Subsidiary.

“Dutch Borrower” means Insight Enterprises B.V., a besloten vennootschap met beperkte aansprakelijkheid, incorporated under the laws of The Netherlands having its corporate seat (statutaire zetel) in The Hague, The Netherlands, together with its successors and permitted assigns.

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“Dutch CITA” means the Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting 1969);

“Dutch CIT Fiscal Unity” means a fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes (within the meaning of Article 15 of the Dutch CITA).

“Dutch Civil Code” means the Dutch Civil Code (Burgerlijk Wetboek).

“Dutch Parallel Debt” has the meaning assigned to such term in Article VIII.

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the Securities and Exchange Commission.

“EEA Financial Institution” means (a) any institution 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 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.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 11.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters related to the foregoing.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract,

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agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests and entitlements, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equivalent Amount” of any currency with respect to any amount of US Dollars at any date means the equivalent in such currency of such amount of US Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure with respect to any Plan to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“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.

“EU Banking Passport” means the right of passport to provide lending services on a cross-border basis under the Council Directive of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions (No 2006/48/EC) in the relevant European Economic Area member state. For purposes hereof, “EU Banking Passport” shall include each right of

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passport to the extent multiple rights of passport are required under the aforementioned Council Directive to extend credit to Borrowers in their respective jurisdictions of organization.

“Euro” or “€” means the single currency of the Participating Member States.

“Eurocurrency” when used in reference to a currency, means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“Eurocurrency Payment Office” of the Administrative Agent means, for each Alternative Currency, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and each Lender.

“European Borrower” means each of the UK Borrower and the Dutch Borrower.

“European Tranche” means the European Tranche Commitments and the European Tranche Revolving Loans.

“European Tranche Commitment” means, with respect to each Lender, the commitment of such Lender to make European Tranche Revolving Loans hereunder, expressed as an amount representing the maximum aggregate amount of such European Tranche Lender’s European Tranche Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time pursuant to Section 2.09 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04. The initial amount of each European Tranche Lender’s European Tranche Commitment is set forth on Schedule 2.01, in the Assignment and Assumption pursuant to which such European Tranche Lender shall have assumed its European Tranche Commitment or in the documentation pursuant to which such Lender shall have provided its European Tranche Commitment pursuant to Section 2.09, as applicable. The aggregate amount of the European Tranche Commitments on the date hereof is the US Dollar Equivalent of $50,000,000.

“European Tranche Exposure” means, with respect to any European Tranche Lender at any time, the US Dollar Equivalent of such Lender’s European Tranche Percentage of the principal amounts of the outstanding European Tranche Revolving Loans.

“European Tranche Lender” means a Qualifying Lender with a European Tranche Commitment.

“European Tranche Percentage” means, with respect to any European Tranche Lender, the percentage of the total European Tranche Commitments represented by such Lender’s European Tranche Commitment; provided that, in the case of Section 2.23 when a Defaulting Lender shall exist, “European Tranche Percentage” shall mean the percentage of the total European Tranche Commitments (disregarding any Defaulting Lender’s European Tranche Commitment) represented by such Lender’s European Tranche Commitment. If the European Tranche Commitments have terminated or expired, the European Tranche Percentages shall be

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determined based upon the European Tranche Commitments most recently in effect, giving effect to any assignments.

“European Tranche Revolving Borrowing” means a Borrowing comprised of European Tranche Revolving Loans.

“European Tranche Revolving Loan” means a Loan made by a European Tranche Lender pursuant to Section 2.01(b). Each European Tranche Revolving Loan shall be denominated in US Dollars or an Alternative Currency and shall be a Eurocurrency Loan.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Rate” means, on any day, for purposes of determining the US Dollar Equivalent of any other currency, the rate at which such other currency may be exchanged into US Dollars, as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate with respect to such currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such an agreement, such Exchange Rate shall instead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such foreign currency on the London market at 11:00 a.m., Local Time, on such date for the purchase of US Dollars with such currency, for delivery two Business Days later; provided, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Exchange Rate Date” means, if on such date any outstanding Revolving Credit Exposure is (or any Revolving Credit Exposure that has been requested at such time would be) denominated in a currency other than US Dollars, each of:

(a) the last Business Day of each calendar quarter,

(b) if an Event of Default has occurred and is continuing, the CAM Exchange Date and any other Business Day designated as an Exchange Rate Date by the Administrative Agent in its sole discretion, and

(c) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of (i) a Borrowing Request or an Interest Election Request with respect to Revolving Loans or (ii) each request for the issuance, amendment, renewal or extension of any Letter of Credit.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure

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for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to any Credit Party, (a) Taxes imposed on (or measured by) its net income or franchise Taxes, in each case, (i) imposed by the jurisdiction under which such recipient is organized or incorporated or, in the case of any Lender or Issuing Bank, in which its principal office or any lending office from which it makes Loans hereunder is located, or (ii) that are Other Connection Taxes, (b) any branch profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a US Tranche Lender or Term Lender, any withholding tax that is imposed by the United States of America (or any political subdivision thereof) on payments by the Company from an office within such jurisdiction and would apply as of the date such US Tranche Lender becomes a party to this Agreement or, in the case of the portion of such withholding taxes applicable on an additional interest in a Loan acquired hereunder, the date of such acquisition (or, subject to Section 2.17(f)(ii), in the case of a Lender that becomes a US Tranche Lender by operation of the CAM Exchange, that would apply as of the date such Lender becomes a US Tranche Lender) or relates to payments received by a new lending office designated by such US Tranche Lender or Term Lender, as applicable, and is in effect and would apply at the time such lending office is designated, (d) in the case of a European Tranche Lender, any withholding tax that is imposed by the Netherlands or the United States (or in each case, any political subdivision thereof) on payment by a European Borrower from an office within such jurisdiction, in any case to the extent such tax is in effect and would apply as of the date such European Tranche Lender becomes a party to this Agreement or, in the case of the portion of such withholding taxes applicable on an additional interest in a Loan acquired hereunder, the date of such acquisition (or, subject to Section 2.17(f)(ii), in the case of a Lender that becomes a European Tranche Lender by operation of the CAM Exchange, that would apply as of the date such Lender becomes a European Tranche Lender) or relates to payments received by a new lending office designated by such European Tranche Lender and is in effect and would apply at the time such lending office is designed, (e) any U.S. federal withholding Taxes imposed under FATCA, or (f) any withholding tax that is attributable to such Credit Party’s failure to comply with Section 2.17(e), except, in the case of clause (c), (d) or (e) above, to the extent that such withholding tax shall have resulted from the making of any payment by a Borrower to a location other than the office designated by the Administrative Agent or such Lender for the receipt of payments of the applicable type from the applicable Borrower and in the case of clauses (a) to (f) above, Excluded Taxes does not include UK Tax.

“Existing Credit Agreement” is defined in the Preliminary Statements hereto.

“Expansion Amount” means, the excess of (x) the aggregate principal amount, without duplication, of all Tranche Increases and Incremental Term Loans extended under this Agreement over (y) all permanent commitment reductions of all Commitments in respect of Tranche Increases and all permanent prepayments of principal in respect of Incremental Term Loans, in whole or in part, made after the Amendment No. 1 Effective Date, other than scheduled installment principal payments made pursuant to Section 2.10(a).

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“Exposure” means, with respect to any Lender at any time, the sum of (a) such Lender’s US Tranche Revolving Exposure and European Tranche Exposure plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“Facility Office” has the meaning assigned to such term in Section 2.17(f).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements entered into in respect of any of the foregoing (together with the portions of any law, regulations, rules or practices implementing such intergovernmental agreements).

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate. For the avoidance of doubt, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Financial Officer” means any of the following officers of the Company: chief executive officer, president, chief financial officer, treasurer, chief accounting officer or senior vice president of finance.

“First Period” has the meaning assigned to such term in Section 6.10(a).

“Fixed Charge Coverage Ratio” means, as of the last day of any fiscal quarter of the Company, the ratio of (a)(i) Consolidated EBITDA during the Test Period then ended minus (ii) Consolidated Capital Expenditures during such Test Period minus (iii) cash dividends or distributions (excluding any repurchase of its Equity Interests made by the Company in accordance with Section 6.06) paid by the Company on its Equity Interests during such Test Period plus (iv) Consolidated Rentals during such Test Period to (b)(i) Consolidated Interest Expense during such Test Period plus (ii) Consolidated Rentals during such Test Period plus (iii) expenses for taxes paid or taxes accrued during such Test Period (calculated for the Company and its Subsidiaries on a consolidated basis) plus (iv) any scheduled amortization of the principal portion of Indebtedness during such Test Period (other than amounts owing in connection with Permitted Receivables Facilities), including, without limitation, Capitalized Lease Obligations (calculated for the Company and its Subsidiaries on a consolidated basis).

“Foreign Assets” shall mean (i) the Equity Interests issued by Foreign Subsidiaries and (ii) the assets of Foreign Subsidiaries.

“Foreign Lender” means, as to any Borrower, any Lender that is organized under the laws of a jurisdiction other than that in which such Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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“Foreign Pension Plan” means any plan, scheme, fund (including any superannuation fund) or other similar program established, sponsored or maintained outside the United States by the Company or any one or more of its Subsidiaries primarily for the benefit of employees of the Company or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Receivable” means any Receivable other than a Domestic Receivable.

“Foreign Subsidiary” means (a) any Subsidiary that is not organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) any Domestic Foreign Holding Company or (c) any Subsidiary the Equity Interests of which are directly or indirectly owned by any “controlled foreign corporation” within the meaning of Section 957 of the Code or any Domestic Foreign Holding Company.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, the Netherlands, the United Kingdom, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including, without limitation, any supra-national bodies such as the European Union or the European Central Bank and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or

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petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Holders of Secured Obligations” means the holders of the Secured Obligations from time to time and shall refer to (i) each Lender in respect of its Loans, (ii) the Issuing Bank in respect of LC Disbursements, (iii) the Administrative Agent, the Lenders and the Issuing Bank in respect of all other present and future obligations and liabilities of any Borrower or any Subsidiary Guarantor of every type and description arising under or in connection with this Agreement or any other Loan Document, (iv) each Person benefiting from indemnities made by any Borrower or any Subsidiary Guarantor hereunder or under other Loan Documents, (v) each Lender (or Affiliate thereof) in respect of all Swap Agreements of the Company or any Subsidiary with such Lender (or such Affiliate) as exchange party or counterparty thereunder, (vi) each Lender (or Affiliate thereof) providing Banking Services to the Company or any Subsidiary and (vii) their respective successors, transferees and assigns.

“Hostile Acquisition” means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

“Immaterial Subsidiary” means any Subsidiary of the Company that is not a Material Subsidiary.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.

“Incremental Term Loan” has the meaning assigned to such term in Section 2.09.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price property or services (excluding (i) current accounts payable incurred in the ordinary course of business and (ii) any bona-fide earn-out obligation until such obligation becomes (or should become) a liability on the balance sheet of such Person in accordance with GAAP and if not paid after being due and payable), (e) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of obligations, liabilities or indebtedness of the type described in clauses (a) through (e) and (g) through (l) of this definition, (g) all Capitalized Lease Obligations of such Person, (h) the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty (unless cash collateralized with cash and/or cash equivalents in a manner permitted hereunder), (i) the principal component of all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) Attributable Receivables Indebtedness, (k) all Attributable Debt of such

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Person under Sale and Leaseback Transactions, (l) with respect to any Subsidiary of the Company, any Disqualified Equity Interests of such Person and (m) all Net Mark-to-Market Exposure of such Person under all Swap Agreements; provided that the term “Indebtedness” shall not include (i) deferred or prepaid revenue or (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For all purposes hereof, Indebtedness of the Company and its Subsidiaries shall exclude intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business; provided that the intercompany liabilities of Subsidiaries that are not Loan Parties which are owed to Loan Parties shall be excluded solely to the extent the aggregate outstanding principal amount of such liabilities does not exceed $20,000,000.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning set forth in Section 11.03(b).

“Ineligible Institution” has the meaning set forth in Section 11.04(b).

“Initial Subsidiary Guarantor” means each Domestic Subsidiary of the Company listed on Schedule 1.01.

“Intellectual Property Security Agreements” means each of intellectual property security documents made by the Loan Parties in favor of the Administrative Agent and such other intellectual property security documents as any Loan Party may from time to time hereafter make in favor of the Administrative Agent.

“Intercreditor Agreement” means the Second Amended and Restated Intercreditor Agreement, dated as of September 17, 2008, among the Administrative Agent, IBM Credit LLC, Hewlett Packard Company, JPMorgan Chase Bank, N.A., as Agent for the “Securitization Parties” identified therein, and the Channel Finance Collateral Agent, and as acknowledged by the Company and certain of its Subsidiaries.

“Interest Election Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.07.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

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“Interest Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending, for a Non-Quoted Currency, on such day as selected by the Administrative Agent, in consultation with the Company, in accordance with market convention for such currency, and for a LIBOR Quoted Currency, on the numerically corresponding day in the calendar week or calendar month that is one week or one, two, three or six months thereafter, as the applicable Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, with respect to any Eurocurrency Borrowing, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which the applicable Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time. When determining the rate for a period which is less than the shortest period for which the applicable Screen Rate is available, the applicable Screen Rate for purposes of paragraph (a) above shall be deemed to be the overnight screen rate where “overnight screen rate” means the overnight rate determined by the Administrative Agent from such service as the Administrative Agent may select.

“Issuing Bank” means (i) JPMorgan Chase Bank, N.A. in its capacity as an issuer of Letters of Credit hereunder, and (ii) each other Lender that agrees to act as an Issuing Bank hereunder and that is approved by the Company and the Administrative Agent (such consent not to be unreasonably withheld), in each case together with its successors in such capacity as provided in Section 2.05(i); provided, that, unless the Administrative Agent shall otherwise consent, there shall not at any time be more than two (2) other Lenders constituting an Issuing Bank pursuant to the foregoing clause (ii). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. All references contained in this Agreement and the other Loan Documents to “the Issuing Bank” shall be deemed to apply equally to each of the institutions referred to in clauses (i) and (ii) of this definition in their respective capacities as issuers of any and all Letters of Credit issued by each such institution.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

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“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at such time. The LC Exposure of any US Tranche Lender at any time shall be its US Tranche Revolving Percentage of the total LC Exposure at such time.

“Lead Arrangers” means JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, in their capacity as joint lead arrangers and joint bookrunners.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or pursuant to Section 2.09, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. For the avoidance of doubt, the term “Lenders” excludes any Departing Lenders.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“LIBO Rate” means, with respect to (A) any Eurocurrency Borrowing in any LIBOR Quoted Currency and for any applicable Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, on the Quotation Day for such Agreed Currency and Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (B) any Eurocurrency Borrowing in any Non-Quoted Currency and for any applicable Interest Period, the applicable Local Screen Rate for such Non-Quoted Currency as of such time as may be selected by the Administrative Agent in accordance with market convention and practice and on the Quotation Day for such currency and Interest Period; provided that if any Local Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, that, if a LIBO Screen Rate or a Local Screen Rate, as applicable, shall not be available at such time for such Interest Period (the “Impacted Interest Period”), then the “LIBO Rate” for such Agreed Currency and such Interest Period shall be the Interpolated Rate. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14.

“LIBOR Quoted Currency” means US Dollars, Euro, Pounds Sterling and any other Agreed Currencies designated as such by the Administrative Agent in its reasonable discretion.

“LIBO Screen Rate” means, for any day and time, with respect to any Eurocurrency Borrowing denominated in any LIBOR Quoted Currency and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

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“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge in the nature of a security interest or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Limited Conditionality Acquisition” means any acquisition by the Company or any Subsidiary of all or substantially all of the Equity Interests or more than 50% of the Equity Interests in a Person or assets or business of another Person or assets constituting a business unit, line of business or division of such Person (a) that is permitted by this Agreement and (b) the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which any fee or expense would be payable by the Company or its Subsidiaries to the seller or target in the event financing to consummate the acquisition is not obtained as contemplated by the Limited Conditionality Acquisition Agreement.

“Limited Conditionality Acquisition Agreement” means, with respect to any Limited Conditionality Acquisition, the definitive acquisition documentation in respect thereof.

“Loan Documents” means this Agreement, the Subsidiary Guarantee Agreement, the Collateral Documents, the Intercreditor Agreement, the Channel Finance Intercreditor Agreement, Amendment No. 1, each promissory note delivered pursuant to this Agreement and each other agreement, instrument, certificate or other document executed by any Loan Party in connection with any of the foregoing.

“Loan Parties” means the Borrowers and the Subsidiary Guarantors.

“Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“Local Screen Rate” means, with respect to any Non-Quoted Currency, such interbank offered rate, bankers acceptance rate or other similar quotation rate selected by the Administrative Agent in accordance with market practices and convention (with the understanding that the Administrative Agent may notify the applicable Borrower that no such rate setting convention exists for a particular Non-Quoted Currency).

“Local Time” means (a) New York City time in the case of a Loan, Borrowing or Letter of Credit denominated in US Dollars and (b) local time in the case of a Loan or Borrowing denominated in an Alternative Currency (it being understood that such local time shall mean London, England time unless otherwise notified by the Administrative Agent).

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property or financial condition of the Company and the Subsidiaries, taken as a whole, or (b) the validity or enforceability of this Agreement or any other Loan Document or the rights or remedies of the Administrative Agent and the Lenders hereunder and thereunder.

“Material Indebtedness” means (a) Indebtedness or other obligations outstanding under the Channel Finance Credit Agreement and (b) any other Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any

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one or more of any Borrower or any Subsidiary in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Subsidiary” means any direct or indirect Domestic Subsidiary of the Company or any direct Foreign Subsidiary of the Company or any Subsidiary Guarantor, in each case set forth on Schedule 3.16 or designated as a Material Subsidiary in a Compliance Certificate delivered by the Company pursuant to this Agreement.

“Maturity Date” means June 23, 2021.

“Minimum Receivables Test” has the meaning assigned to such term in Section 6.10(c).

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgaged Real Property” means each parcel of real property subject to, or required to be subject to, pursuant to any Loan Document, any mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA with respect to which the Company or any of its ERISA Affiliates may have any liability, contingent or otherwise.

“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Swap Agreements. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Swap Agreement as of the date of determination (assuming such Swap Agreement were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Swap Agreement as of the date of determination (assuming such Swap Agreement were to be terminated as of that date).

“Net Proceeds” means, with respect to any Prepayment Event, the cash proceeds received by the Company or any Subsidiary in respect of such Prepayment Event net of (a) all Taxes and UK Taxes paid (or reasonably estimated to be payable) by the Company or any of its Subsidiaries to third parties (other than Affiliates) in connection with such Prepayment Event and the amount of any reserves established by the Company and its Subsidiaries to fund contingent liabilities with respect to Taxes or UK Taxes reasonably estimated to be payable, that are directly attributable to such Prepayment Event (provided that any determination by the Company that Taxes or UK Taxes, as applicable, estimated to be payable are not payable and any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Company or the applicable Subsidiary at such time of Net Proceeds in the amount of the estimated Taxes or UK Taxes, as applicable, not payable or such reduction, as applicable), (b) all brokerage

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commissions and fees, attorneys’ fees, accountants’ fees, investment banking fees, underwriting discounts and other fees and out-of-pocket expenses (including survey costs, title insurance premiums and related search and recording charges) paid by the Company or any of its Subsidiaries to third parties (other than Affiliates) in connection with such Prepayment Event, (c) in the case of a sale, transfer or other disposition of an asset, (x) any funded escrow established pursuant to the documents evidencing such sale, transfer or other disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale, transfer or other disposition to the extent such amounts remain in escrow, (y) the amount of all payments that are permitted hereunder and are made by the Company or any of its Subsidiaries (or to establish an escrow for the future repayment thereof) as a result of such event to repay Indebtedness (other than the Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (z) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (z)) attributable to minority equity interest owners of non-Loan Parties so long as (i) such minority equity interest owner is not a Loan Party or a Subsidiary thereof and (ii) such amount is not available for distribution to or for the account of the Company and its Subsidiaries as a result thereof.

“Non-Public Lender” means (i) until the publication of an interpretation of “public” as referred to in the CRR by the competent authority or authorities, an entity which (x) assumes rights and/or obligations vis-à-vis the Dutch Borrower, the value of which is at least EUR 100,000 (or its equivalent in another currency), (y) provides repayable funds for an initial amount of at least EUR 100,000 (or its equivalent in another currency) or (z) otherwise qualifies as not forming part of the public; or (ii) as soon as the interpretation of the term “public” as referred to in the CRR has been published by the relevant authority or authorities: an entity which is not considered to form part of the public on the basis of such interpretation.

“Non-Quoted Currencies” means those Agreed Currencies which are not LIBOR Quoted Currencies, as reasonably determined by the Administrative Agent.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means the due and punctual payment of (a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to any Borrower, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required to be made by the Company under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest

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thereon and obligations to provide cash collateral, and (c) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers and the Subsidiary Guarantors under this Agreement and the other Loan Documents; provided that the definition of “Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Operating Lease” of a Person means any lease of an asset (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

“Other Connection Taxes” means, with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document other than (i) any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21) and (ii) any UK Tax.

“Overnight Alternative Currency Rate” means, for any amount payable in an Alternative Currency, the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for more than three (3) Business Days, then for such other period of time as the Administrative Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the relevant currency as determined above and in an amount comparable to the unpaid principal amount of the related Credit Event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant currency.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.–managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth

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on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Parent” means, with respect to any Lender, the Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant” has the meaning set forth in Section 11.04(c).

“Participant Register” has the meaning set forth in Section 11.04(c).

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” means any acquisition (whether by purchase, merger, consolidation or otherwise but excluding in any event a Hostile Acquisition) or series of related acquisitions by the Company or any Subsidiary of all or substantially all the assets of, or more than fifty percent (50%) of the Equity Interests in, a Person or assets or business of another Person or assets constituting a business unit, line of business or division of such Person if, at the time of and immediately after giving effect thereto, (i) no Default has occurred and is continuing or would arise after giving effect thereto (provided, that solely with respect to Limited Conditionality Acquisitions, such no Default condition shall be required to be satisfied only at the time of entry into the applicable Limited Conditionality Acquisition Agreement), (ii) such Person or division or line of business is engaged in a type of business that complies with the requirements of the last sentence of Section 6.03, (iii) immediately after giving effect to such acquisition (or, in the case of a Limited Conditionality Acquisition, at the time of entry into the related Limited Conditionality Acquisition Agreement) the Company and the Subsidiaries are in compliance with the covenants contained in Section 6.10, in each case determined on a Pro Forma Basis recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance and (iv) in the case of any acquisition with respect to which the aggregate consideration exceeds $100,000,000, the Company shall have delivered a certificate not less than five (5) days (or such shorter period as the Administrative Agent shall agree) prior to the consummation of such acquisition (or, in the case of a Limited Conditionality Acquisition, prior to the entering into the Limited Conditionality Acquisition Agreement) demonstrating compliance with the foregoing clause (iii) and setting forth the Material Subsidiaries after giving effect to such acquisition.

“Permitted Encumbrances” means:

(a) Liens for taxes that are not yet overdue for a period of more than 30 days or are being contested in compliance with Section 5.04;

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(b) carriers’, suppliers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security or employment laws or regulations;

(d) Liens securing the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) Liens securing or otherwise arising in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way, use restrictions, minor defects or irregularities in title, reservations (including reservations in any original grant from any government of any water or mineral rights or interests therein) and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company and its Subsidiaries, taken as a whole;

(g) Liens in favor of payor banks having a right of setoff, revocation, refund or chargeback with respect of money or instruments of the Company or any Subsidiary on deposit with or in possession of such bank;

(h) deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(i) any encumbrance or restriction with respect to the transfer of the Equity Interests in any joint venture or similar arrangement pursuant to the terms thereof;

(j) Liens created pursuant to the general conditions of a bank operating in the Netherlands based on the general conditions drawn by the Netherlands Banker’s Association (Nederlands Vereniging van Banken) and the Dutch Consumers Union (Consumentenbond); and

(k) Liens created hereunder or under the Collateral Documents.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

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(b) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, any member state of the European Union (or by any agency thereof to the extent such obligations are backed by the full faith and credit of such member state), in each case maturing within one year from the date of acquisition thereof;

(c) investments in commercial paper maturing within one year from the date of acquisition thereof and rated, at such date of acquisition, at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally;

(d) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(e) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(f) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, and (ii) are rated AAA by S&P or Aaa by Moody’s;

(g) in the case of any Foreign Subsidiary, high quality, short-term liquid Investments made by such Foreign Subsidiary in the ordinary course of managing its surplus cash position in investments in any OECD country of similar quality as those described in clauses (a) through (f) above; and

(h) demand deposit accounts maintained in the ordinary course of business.

“Permitted Receivables Facility” means the receivables facility or facilities created under the Permitted Receivables Facility Documents, providing for the sale, pledge or other transfer by the Company and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets (thereby providing financing to the Company and the Receivables Sellers) to the Receivables Entity (either directly or through another Receivables Seller), which in turn shall sell, pledge or otherwise transfer interests in the respective Permitted Receivables Facility Assets to third-party investors pursuant to the Permitted Receivables Facility Documents (with the Receivables Entity permitted to issue investor certificates, purchased interest certificates or other similar documentation evidencing interests in the Permitted Receivables Facility Assets) in return for the cash used by the Receivables Entity to purchase the Permitted Receivables Facility Assets from the Company and/or the respective Receivables Sellers, in each case as more fully set forth in the Permitted Receivables Facility Documents.

“Permitted Receivables Facility Assets” means (a) Receivables (whether now existing or arising in the future) of the Company and its Subsidiaries which are sold, pledged or otherwise transferred to the Receivables Entity pursuant to the Permitted Receivables Facility and any related assets which are also so sold, pledged or otherwise transferred to the Receivables

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Entity and all proceeds thereof and (b) loans to the Company and its Subsidiaries secured by Receivables (whether now existing or arising in the future) of the Company and its Subsidiaries which are made pursuant to the Permitted Receivables Facility.

“Permitted Receivables Facility Documents” means each of the documents and agreements entered into in connection with the Permitted Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests, all of which documents and agreements (in the case of material documents and agreements) shall be in form and substance reasonably satisfactory to the Administrative Agent in all material respects, in each case as such documents and agreements may be amended, restated, amended and restated, modified, supplemented, refinanced or replaced from time to time so long as (a) any such amendments, modifications, supplements, refinancings or replacements do not impose any conditions or requirements on the Company or any of its Subsidiaries that are more restrictive in any material respect than those in existence immediately prior to any such amendment, modification, supplement, refinancing or replacement, and (b) any such amendments, modifications, supplements, refinancings or replacements are not adverse in any material way to the interests of the Lenders. The Administrative Agent and the Lenders hereby acknowledge that all Permitted Receivables Facility Documents in effect on the Effective Date with respect to the Permitted Receivables Facility to which Insight Receivables, LLC is a party are satisfactory in form.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“Pledge Agreements” means (i) the Company Pledge Agreement, (ii) the Subsidiary Pledge Agreement, (iii) each of the Charge Over Shares, dated April 1, 2008, between the Company and the Administrative Agent, (iv) the Charge Over Shares, dated April 1, 2008, between Insight Enterprises UK Limited and the Administrative Agent, (v) the Deed of Pledge on Shares in the Capital of Insight Enterprises B.V., dated April 1, 2008, among Insight Enterprises Holdings B.V., Insight Enterprises B.V. and the Administrative Agent and the confirmations thereof entered into prior to and on the date hereof, (vi) the Deed of Pledge on Shares in the Capital of Insight Enterprises Holdings B.V., dated April 1, 2008, among Insight Technology Solutions Inc., Insight Enterprises C.V., Insight Enterprises Holdings B.V. and the Administrative Agent and the confirmations thereof entered into prior to and on the date hereof, (vii) the Share Pledge Agreement, dated July 29, 2008, between the US Borrower, Insight Technology Solutions GmbH, the Administrative Agent and the financial institutions being a party thereto and the confirmation of such agreement and the lower ranking share pledge thereto dated May 10, 2012 and the confirmation of such agreement and any lower ranking share pledge

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thereto entered into pursuant to Section 5.09, (viii) the Agreement for the Pledge of a Financial Instruments Account Relating to Shares of Insight Technology Solutions SAS, dated August 4, 2008, among Insight Technology Solutions Inc. and the Administrative Agent and the lower ranking share pledge thereto dated May 10, 2012 and the confirmation of such agreement and any lower ranking share pledge thereto entered into pursuant to Section 5.09, (ix) the Canadian Pledge Agreement, dated January 31, 2003, among Insight North America, Inc., Insight Canada Holdings, Inc. (f/k/a Insight Canada, Inc.) and the Administrative Agent, evidencing the pledge of the Equity Interests in 3683371 Canada Inc. and Insight Direct Canada, Inc., (x) the Canadian Pledge Agreement, dated January 19, 2012, among Insight Canada Holdings, Inc. and the Administrative Agent, evidencing the pledge of the Equity Interests in Insight Canada Inc. (an Ontario corporation) and (xi) such other pledge agreements and other confirmation agreements as may from time to time be made by the Company or any other Loan Party in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations.

“Prepayment Event” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Company or any Subsidiary (i) in a manner not permitted under this Agreement or (ii) pursuant to Section 6.03(m);

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company or any Subsidiary; or

(c) the incurrence by the Company or any Subsidiary of any Indebtedness (other than Loans) on or after the Amendment No. 1 Effective Date, other than Indebtedness permitted under Section 6.01.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective, and such prime rate need not be the lowest interest rate charged by JPMorgan Chase Bank, N.A. in respect of loans or other extensions of credit.

“Pro Forma Basis” means, as to any Person, for all Specified Transactions that occur subsequent to the commencement of an applicable Test Period except as set forth in Section 1.07(a), all calculations of the Minimum Receivables Test, the Total Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated EBITDA and consolidated assets for purposes of determinations of Material Subsidiaries will give pro forma effect to such Specified Transactions as if such Specified Transactions occurred on the first day of such Test Period. Whenever any calculation is made on a Pro Forma Basis hereunder, such calculation shall be made in good faith by a Financial Officer of the Company and shall be set forth in calculations delivered pursuant to Section 5.01(i); provided that no such calculation shall include cost savings or synergies unless such cost savings and synergies are either (x) in compliance with Regulation S-X under the Securities Act of 1933, as amended or (y) based on actions taken or to be taken within 12 months of the relevant transaction and in an amount for any Test Period, when

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aggregated with the amount of any increase to Consolidated EBITDA for such Test Period pursuant to clause (b)(ix) of the definition of “Consolidated EBITDA,” that does not exceed 10% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any increase pursuant to this clause (y) or clause (b)(ix) of the definition of “Consolidated EBITDA”).

“Qualified Acquisition” means a Permitted Acquisition (a) with an aggregate consideration equal to or greater than the US Dollar Equivalent of $100,000,000, of which the Qualifying Amount has been financed with Consolidated Funded Indebtedness, (b) where all actions required to be taken with respect to an acquired or newly formed Subsidiary or newly acquired assets under Section 5.09 shall have been taken by the times required thereby and (c) pursuant to which a Financial Officer of the Company has delivered written notice to the Administrative Agent not less than five (5) days (or such shorter period as the Administrative Agent shall agree) prior to the consummation of such acquisition of the Company’s election to treat such acquisition as a Qualified Acquisition and certifying that such acquisition will qualify as a Qualified Acquisition; provided that as of the Amendment No. 1 Effective Date the Company has elected to treat the Datalink Acquisition as a Qualified Acquisition and no further Permitted Acquisitions may be treated as Qualified Acquisition during the term of this Agreement.

“Qualifying Amount” means an aggregate principal amount of Indebtedness greater than or equal to the US Dollar Equivalent of $50,000,000; provided that for any acquisition (x) by a Foreign Subsidiary of the Company or (y) where substantially all the assets acquired (either via an acquisition of the Equity Interests of a Person or the purchase of its assets) are not located in the United States, the aggregate principal amount of such Indebtedness shall not exceed the US Dollar Equivalent of $150,000,000.

“Qualified Equity Interests” means any Equity Interests that do not constitute Disqualified Equity Interests.

“Qualifying Lender” means

(i) a Lender (other than a Lender within sub-paragraph (ii) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is:

(A) a Lender:

(I) which is a bank (as defined for the purpose of section 879 of the Income Tax Act 2007) making an advance under a Loan Document; or

(II) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the Income Tax Act 2007) at the time that that advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

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(B) a UK Lender; or

(C) a Treaty Lender; or

(ii) a building society (as defined for the purpose of section 880 of the Income Tax Act 2007) making an advance under a Loan Document.

“Quotation Day” means, with respect to any Eurocurrency Borrowing for any Interest Period:

(a) if the currency is Sterling, the first day of such Interest Period;

(b) if the currency is Euro, the day that is two (2) TARGET2 Days before the first day of such period; and

(c) for any other currency, two (2) Business Days prior to the commencement of such Interest Period (unless, in each case, market practice differs in the relevant market where the LIBO Rate for such currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)).

“Reaffirmation Agreement” means that certain Omnibus Reaffirmation and Amendment of Loan Documents, dated as of the date hereof, by and among the Loan Parties and the Administrative Agent.

“Receivables” means all accounts receivable (including, without limitation, all rights to payment created by or arising from sales or licenses of goods or general intangibles (such as software), leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance).

“Receivables Amount” means, as of the last day of any fiscal quarter of the Company, on a consolidated basis and without duplication, an amount equal to (a) 80% multiplied by the aggregate total book value of the Company’s and its Domestic Subsidiaries’ Domestic Receivables on such date, plus (b) 60% multiplied by the sum of the aggregate total book value of (i) the Company’s and its Domestic Subsidiaries’ Foreign Receivables and (ii) the Company’s Foreign Subsidiaries’ Receivables on such date.

“Receivables Entity” means a wholly-owned Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts receivable of the Receivables Sellers and which is designated (as provided below) as the “Receivables Entity” (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Subsidiary of the Company in any way (other than pursuant to Standard Securitization Undertakings) or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to

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Standard Securitization Undertakings, (b) with which neither the Company nor any of its Subsidiaries has any contract, agreement, arrangement or understanding (other than pursuant to the Permitted Receivables Facility Documents (including with respect to fees payable in the ordinary course of business in connection with the servicing of accounts receivable and related assets)) on terms less favorable to the Company or such Subsidiary than those that might be obtained at the time from persons that are not Affiliates of the Company, and (c) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Except with respect to Insight Receivables, LLC, an Illinois limited liability company, which is hereby designated as a Receivables Entity, any such designation shall be evidenced to the Administrative Agent by filing with the Administrative Agent an officer’s certificate of the Company certifying that such designation complied with the foregoing conditions.

“Receivables Sellers” means the Company and its Subsidiaries (other than the Receivables Entity) that are from time to time party to the Permitted Receivables Facility Documents.

“Register” has the meaning set forth in Section 11.04(b)(iv).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, trustees, employees, agents and advisors of such Person and such Person’s Affiliates.

“Rentals” of a Person means the aggregate fixed amounts payable by such Person under any Operating Lease.

“Required European Tranche Lenders” means, at any time, Lenders having European Tranche Exposure and unused European Tranche Commitments representing greater than 50% of the sum of the total European Tranche Exposure and unused European Tranche Commitments at such time.

“Required Lenders” means, at any time, Lenders having Exposures and unused Commitments representing greater than 50% of the sum of the total Exposures and unused Commitments at such time.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any Subsidiary thereof or any option, warrant or other right to acquire any such Equity Interest in the Company or any Subsidiary thereof.

“Revolving Borrowing” means a Borrowing comprised of US Tranche Revolving Loans or European Tranche Revolving Loans.

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“Revolving Commitment” means a US Tranche Revolving Commitment or a European Tranche Commitment.

“Revolving Credit Exposure” means a US Tranche Revolving Exposure or a European Tranche Exposure.

“Revolving Lender” means a Lender with a US Tranche Revolving Commitment or a European Tranche Commitment.

“Revolving Loan” means a US Tranche Revolving Loan or a European Tranche Revolving Loan.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Sale and Leaseback Transaction” means any sale or other transfer of any asset by a Person with the intent to lease such asset as lessee.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and Crimea).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority.

“Screen Rate” means the LIBO Screen Rate or Local Screen Rate, as applicable.

“Secured Obligations” means (a) the Obligations, (b) unless otherwise agreed upon in writing by the applicable Lender party thereto, the due and punctual payment and performance of all obligations of the Company or any Subsidiary, monetary or otherwise, under each Swap Agreement entered into with any counterparty that was a Lender (or an Affiliate thereof) at the time such Swap Agreement was entered into and (c) Banking Services Obligations; provided that the definition of “Secured Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

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“Security Agreements” means the Company Security Agreement and the Subsidiary Security Agreement.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

“Specified Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“Specified Transaction” means any sale, transfer or disposition outside the ordinary course of business involving the sale, transfer or disposition of assets with an aggregate book value in excess of $25,000,000 and any Permitted Acquisition or other acquisition permitted hereunder or occurring prior to the Effective Date involving an aggregate consideration in excess of $25,000,000 (or any similar transaction or transactions).

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary thereof in connection with the Permitted Receivables Facility which are reasonably customary in an accounts receivable financing transaction.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board, the Financial Conduct Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements shall, in the case of US Dollar denominated Loans, include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, including Regulation D of the Board. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.

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“Sterling” and “£” mean the lawful currency of the United Kingdom.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Company; provided, that Persons that would be required in accordance with GAAP to be consolidated with the Company, but which are not otherwise controlled by the Company shall be “Subsidiaries” hereunder solely for the purpose of making calculations under Section 6.10 hereof, but shall not be “Subsidiaries” hereunder for purposes of any representation, warranty or other covenant hereunder.

“Subsidiary Guarantee Agreement” means the Third Amended and Restated Subsidiary Guaranty, dated as of April 26, 2012, among the Subsidiary Guarantors and the Administrative Agent, for the benefit of the Holders of Secured Obligations.

“Subsidiary Guarantors” means each Initial Subsidiary Guarantor and each other Person that becomes party to a Subsidiary Guarantee Agreement as a Subsidiary Guarantor, and the permitted successors and assigns of each such Person.

“Subsidiary Pledge Agreement” means that certain Third Amended and Restated Domestic Subsidiary Pledge Agreement, dated as of April 26, 2012, among the Subsidiary Guarantors and the Administrative Agent, for the benefit of the Holders of Secured Obligations.

“Subsidiary Security Agreement” means that certain Third Amended and Restated Subsidiary Security Agreement, dated as of April 26, 2012, among certain of the Subsidiary Guarantors and the Administrative Agent, for the benefit of the Holders of Secured Obligations.

“Substantial Portion” means, with respect to the assets of the Company and its Subsidiaries, assets that represent more than 10.0% of the consolidated assets of the Company and its Subsidiaries or assets that are responsible for more than 10.0% of the consolidated net sales or of the consolidated net income of the Company and its Subsidiaries, in each case, as would be shown in the consolidated financial statements of the Company and its Subsidiaries as at the end of the four fiscal quarter period ending with the fiscal quarter immediately prior to the fiscal quarter in which such determination is made (or if financial statements have not been delivered hereunder for that fiscal quarter which ends the four fiscal quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter).

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference

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to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in Euro.

“TARGET2 Day” means any day on which TARGET2 is open for settlement of payments in Euro.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, fees, assessments, charges or withholdings imposed by any Governmental Authority other than UK Tax.

“Term Lender” means, as of any date of determination, each Lender having a Term Loan Commitment or that holds Term Loans.

“Term Loan Borrowing” means a Borrowing comprised of Term Loans.

“Term Loan Commitment” means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Term Loans as set forth on Schedule 2.01 or in the most recent Assignment and Assumption or other documentation contemplated hereby executed by such Term Lender and (b) as to all Term Lenders, the aggregate commitment of all Term Lenders to make Term Loans, which aggregate commitment shall be $175,000,000 on the Amendment No. 1 Effective Date. After advancing the Term Loan, each reference to a Term Lender’s Term Loan Commitment shall refer to that Term Lender’s Applicable Percentage of the Term Loans.

“Term Loans” means the term loans made by the Term Lenders to the Company pursuant to Section 2.01(c).

“Test Period” means each period of four consecutive fiscal quarters of the Company then most recently ended.

“Total Leverage Ratio” means, as of the last day of any fiscal quarter of the Company, the ratio of Consolidated Funded Indebtedness at such time to Consolidated EBITDA for the Test Period ended on such day.

“Tranche” means the US Tranche or the European Tranche.

“Tranche Increase” has the meaning set forth in Section 2.09.

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“Tranche Percentage” means, with respect to any Lender, such Lender’s US Tranche Revolving Percentage or European Tranche Percentage, as applicable.

“Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the execution, delivery and performance by the Borrowers and their applicable Subsidiaries of all other Loan Documents, the borrowing of Loans and the use of the proceeds thereof (including, without limitation, to finance the Datalink Acquisition) and the issuance of Letters of Credit hereunder.

“Treaty” has the meaning set forth in the definition of “Treaty State”.

“Treaty Lender” means a Lender which:

(i) is treated as a resident of a Treaty State for the purposes of the Treaty;

(ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lenders’ participation in the Loans is effectively connected; and

(iii) fulfils any conditions which must be fulfilled under the Treaty for residents of that Treaty State to obtain full exemption from UK Tax on interest payable to that Lender by a Borrower, subject to the completion of any necessary procedural formalities.

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UK Borrower” means Insight Direct (UK) Ltd., a company organized under the laws of England, together with its successors and permitted assigns.

“UK FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the United States government or any governmental or taxation authority in any other jurisdiction.

“UK FATCA Deduction” means a deduction or withholding from a payment under a Loan Document required by UK FATCA.

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“UK FATCA Exempt Party” means a Person that is entitled to receive payments free from any UK FATCA Deduction.

“UK Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is a Lender which is:

(a) a company resident in the United Kingdom for United Kingdom tax purposes; or

(b) a partnership each member of which is:

(i) a company resident in the United Kingdom; or

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of part 17 of the Corporation Tax Act 2009; or

(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing its chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009).

“UK Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed by the government of the United Kingdom or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government of the United Kingdom.

“US Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in US Dollars, such amount, and (b) with respect to any amount in an Alternative Currency, the equivalent in US Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.05 using the Exchange Rate with respect to such Alternative Currency at the time in effect under the provisions of such Section.

“US Dollars” or “$” means the lawful money of the United States of America.

“US Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“US Tranche” means the US Tranche Revolving Commitments, the US Tranche Revolving Loans and the LC Exposure.

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“US Tranche Lender” means a Lender with a US Tranche Revolving Commitment.

“US Tranche Revolving Borrowing” means a Borrowing comprised of US Tranche Revolving Loans.

“US Tranche Revolving Commitment” means, with respect to each Lender, the commitment of such Lender to make US Tranche Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s US Tranche Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time pursuant to Section 2.09 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04. The initial amount of each Lender’s US Tranche Revolving Commitment is set forth on Schedule 2.01, in the Assignment and Assumption pursuant to which such Lender shall have assumed its US Tranche Revolving Commitment or in the documentation pursuant to which such Lender shall have provided its US Tranche Revolving Commitment pursuant to Section 2.09, as applicable. The aggregate amount of the US Tranche Revolving Commitments on the date hereof is the US Dollar Equivalent of $300,000,000.

“US Tranche Revolving Exposure” means, with respect to any US Tranche Lender at any time, the sum at such time, without duplication, of (a) such Lender’s US Tranche Revolving Percentage of the sum of the principal amounts of the outstanding US Tranche Revolving Loans, plus (b) the aggregate amount of such Lender’s LC Exposure at such time.

“US Tranche Revolving Loan” means a Loan made by a US Tranche Lender pursuant to Section 2.01(a).

“US Tranche Revolving Percentage” means, with respect to any US Tranche Lender, the percentage of the total US Tranche Revolving Commitments represented by such Lender’s US Tranche Revolving Commitment; provided that, in the case of Section 2.23 when a Defaulting Lender shall exist, “US Tranche Revolving Percentage” shall mean the percentage of the total US Tranche Revolving Commitments (disregarding any Defaulting Lender’s US Tranche Revolving Commitment) represented by such Lender’s US Tranche Revolving Commitment. If the US Tranche Revolving Commitments have terminated or expired, the US Tranche Revolving Percentages shall be determined based upon the US Tranche Revolving Commitments most recently in effect, giving effect to any assignments.

“Vendor Trade Programs” means those certain inventory finance transactions from time to time entered into by the Company or its Affiliates with IBM Credit Corporation or its Affiliates, Hewlett Packard Corporation or its Affiliates or any other Person reasonably acceptable to the Administrative Agent.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority

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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.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “US Tranche Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency US Tranche Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “US Tranche Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency US Tranche Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated, reaffirmed (including, without limitation, pursuant to the Reaffirmation Agreement), confirmed, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or

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any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. The definitions set forth in the Loan Documents and any financial or other covenant calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect on the Effective Date.

SECTION 1.05. Alternative Currency Calculations. (a) For purposes of determining the European Tranche Exposure, or any other amount as a result of foreign currency exchange rate fluctuation, the Administrative Agent shall determine the Exchange Rate as of the applicable Exchange Rate Date with respect to each Alternative Currency in which any requested or outstanding Borrowing is denominated and shall apply such Exchange Rates to determine such amount (in each case after giving effect to any Borrowings to be made or repaid and any Letters of Credit to be issued, amended, renewed, extended or terminated, to the extent practicable on or prior to the applicable date for such calculation).

(b) For purposes of any determination under Article VI or under paragraph (f), (g) or (k) of Article VII, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than US Dollars shall be translated into US Dollars at the currency exchange rates in effect on the date of such determination; provided that no Default or Event of Default shall arise as a result of any limitation set forth in Article VI being exceeded solely as a result of changes in currency exchange rates from those rates applicable at the time or times transactions were initially consummated in reliance on the exceptions under such Sections.

SECTION 1.06. Dutch Terms.

In this Agreement, where it refers to a Dutch entity, a reference to:

(i) a necessary authorization where applicable includes without limitation: (a) any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden); and (b) obtaining an unconditional positive advice (advies) from the competent works council(s);

(ii) a security interest includes any mortgage (hypotheek), pledge (pandrecht), retention-of-title arrangement (recht van retentie), right to reclaim goods (recht van reclame), privilege (voorrecht) and, in general, any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(iii) a director in relation to the Dutch Borrower or other Dutch entity, means a managing director (bestuurder) and board of directors means its managing board (bestuur);

(iv) an insolvency, liquidation or administration includes a Dutch entity being declared bankrupt (failliet verklaard), being subject to emergency measures (noodregeling) or dissolved (ontbonden);

(v) a moratorium includes surseance van betaling and being subject to a moratorium includes surseance verleend;

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(vi) any insolvency, liquidation or administration or any steps taken in connection therewith include a Dutch entity having filed a notice under section 36 of the Dutch Tax Collection Act (Invorderingswet 1990) or section 23 of the Sectoral Pension Fund (Obligatory Membership) Act 2000 (Wet verplichte deelneming in een bedrijf persioenfonds 2000);

(vii) a receiver or trustee in bankruptcy includes a curator;

(viii) an administrator includes a bewindvoerder;

(ix) an attachment includes a beslag and attaching or taking possession of (any of those terms) includes beslag leggen; and

(x) a subsidiary includes a subsidiary as defined in section 2:24a of the Dutch Civil Code.

SECTION 1.07. Pro Forma Calculations.

(a) For purposes of any calculation of the Minimum Receivables Test, Total Leverage Ratio or Fixed Charge Coverage Ratio or Consolidated EBITDA or consolidated assets for purposes of determinations of Material Subsidiaries, in the event that any Specified Transaction has occurred during the Test Period for which the Minimum Receivables Test, Total Leverage Ratio or Fixed Charge Coverage Ratio or Consolidated EBITDA or consolidated assets for purposes of determination of Material Subsidiaries is being calculated or, except for purposes of determining whether an Event of Default has occurred under Section 6.10 has occurred, following the end of such Test Period but prior to the date that financial statements have been delivered pursuant to Section 5.01(a) or (b), such calculation shall be made on a Pro Forma Basis; provided, that, with respect to any Limited Conditionality Acquisition, except for purposes of determining whether an Event of Default has occurred under Section 6.10, all subsequent financial ratio tests required to be complied with under this Agreement in order to take any action shall, until the consummation of such Limited Conditionality Acquisition (or the termination of the definitive agreement with respect thereto), be required to be complied with both (1) on an actual basis without giving effect to such Limited Conditionality Acquisition and all relevant related pro forma events and (2) on a Pro Forma Basis giving effect to such Limited Conditionality Acquisition and all relevant related pro forma events (it being understood and agreed that nothing in this proviso shall require any condition to a Limited Conditionality Acquisition that is not required pursuant to Section 2.09 or the definition of “Permitted Acquisition”).

(b) Whenever any test is required to be complied with on a Pro Forma Basis with reference to Section 6.10 for purposes of taking any action prior to the date of delivery of financial statements for the fiscal quarter ending June 30, 2016, such calculation shall be made based on the required covenant levels in effect for such Section as of and for the Test Period ending June 30, 2016.

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ARTICLE II

The Credits

SECTION 2.01. Commitments. (a) Subject to the terms and conditions set forth herein, each US Tranche Lender agrees to make US Tranche Revolving Loans to the Company from time to time during the Availability Period in US Dollars in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s US Tranche Revolving Exposure exceeding its US Tranche Revolving Commitment, or (ii) the aggregate amount of the Lenders’ US Tranche Revolving Exposures exceeding the aggregate amount of the US Tranche Revolving Commitments.

(b) Subject to the terms and conditions set forth herein, each European Tranche Lender agrees to make European Tranche Revolving Loans to the European Borrowers and the Company in US Dollars and Alternative Currencies from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s European Tranche Exposure exceeding its European Tranche Commitment or (ii) the aggregate amount of the Lenders’ European Tranche Exposures exceeding the aggregate amount of the European Tranche Commitments.

(c) Subject to the terms and conditions set forth herein, each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Company in US Dollars on the Amendment No. 1 Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent.

(d) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings. (a) Each US Tranche Revolving Loan shall be made as part of a Borrowing consisting of US Tranche Revolving Loans made by the US Tranche Lenders ratably in accordance with their respective US Tranche Revolving Commitments. Each European Tranche Revolving Loan shall be made as part of a Borrowing consisting of European Tranche Revolving Loans made by the European Tranche Lenders ratably in accordance with their respective European Tranche Commitments. The Term Loans shall be made as part of a Borrowing consisting of Term Loans made by the Term Lenders ratably in accordance with their respective Term Loan Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several, and no Lender shall be responsible for any other Lender’s failure to make Loans as required hereunder. The Term Loans shall amortize as set forth in Section 2.10(a).

(b) Subject to Section 2.14,

(i) each US Tranche Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of Eurocurrency Loans or ABR Loans, in each case as the Company

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may request in accordance herewith; provided that all US Tranche Revolving Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.07; and

(ii) each European Tranche Revolving Borrowing shall be comprised entirely of Eurocurrency Loans.

Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16, 2.17, 2.18 and 2.19 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) Each Borrowing shall be in an aggregate amount that is at least equal to the Borrowing Minimum and an integral multiple of the Borrowing Multiple; provided that an ABR Borrowing to the Company under the US Tranche Revolving Commitments or Term Loan Commitments may be made in an aggregate amount that is equal to, as applicable, the aggregate available US Tranche Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or the aggregate available Term Loan Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided, that (i) there shall not at any time be more than a total of 12 US Tranche and Term Loan Eurocurrency Borrowings outstanding, and (ii) there shall not at any time be more than a total of 8 European Tranche Eurocurrency Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

(e) Any Loan from any Lender to the Dutch Borrower shall at all times be provided by a Lender that is a Non-Public Lender.

SECTION 2.03. Requests for Borrowings.

(a) To request a Borrowing, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request by (x) e-mail, telephone or telecopy, if with respect to the Term Loans, US Tranche or a Borrowing under the European Tranche denominated in US Dollars and (y) telecopy, if with respect to a Borrowing under the European Tranche denominated in an Alternative Currency:

(i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing, and

(ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, on the Business Day of the proposed Borrowing.

Each Borrowing Request shall be irrevocable and each telephonic request shall be confirmed by 2:00 p.m. (Local Time) on the same Business Day by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request. Each written Borrowing Request shall be

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in a form reasonably approved by the Administrative Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each electronic, telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

1. The Borrower requesting such Borrowing (or on whose behalf the Company is requesting such Borrowing);

2. Whether the requested Borrowing is to be a Term Loan Borrowing, US Tranche Revolving Borrowing or a European Tranche Revolving Borrowing;

3. The currency and aggregate principal amount of the requested Borrowing;

4. The date of the requested Borrowing, which shall be a Business Day;

5. The Type of the requested Borrowing;

6. In the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

7. The location and number of the relevant account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

(b) If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (i) in the case of a Borrowing under the US Tranche or a Term Loan Borrowing, an ABR Borrowing, and (ii) in the case of a Borrowing under the European Tranche, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender that will make a Loan as part of the requested Borrowing of the details thereof and of the amount of the Loan to be made by such Lender as part of the requested Borrowing.

SECTION 2.04. Extension of Maturity Date of Revolving Commitments(a) . The Company may request an extension (subject to each Revolving Lender’s right to deny any such requested extension in its sole discretion) of the Maturity Date with respect to the Revolving Commitments in effect at any time for an additional period of one year by submitting a written request for an extension to the Administrative Agent (an “Extension Request”) not more than 85 days and not less than 45 days (or such shorter time period as may be agreed to by the Administrative Agent) prior to each anniversary of this Agreement; provided that there shall be no more than two (2) extensions of the Maturity Date pursuant to this Section. The Extension Request shall specify (i) the new Maturity Date and (ii) the date as of which the next Maturity Date shall be effective (the “Extension Date”). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Revolving Lender of the contents thereof and shall request each Revolving Lender to approve the Extension Request. Each Revolving Lender approving the Extension Request shall deliver its written acceptance of such Extension Request no later than fifteen (15) days after receipt of notice from the Administrative Agent (an

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“Acceptance of Extension”). An extension hereunder shall only be effective if an Acceptance of Extension is received by the Administrative Agent from Lenders having Revolving Credit Exposure and Revolving Commitments representing greater than 50% of the sum of the total Revolving Credit Exposure and unused Revolving Commitments at such time within the time period set forth above. Failure of a Revolving Lender to respond to an Extension Request shall be deemed a denial of such request. If any Revolving Lender does not accept such extension (each such Lender, a “Non-Extending Lender”), then on the Maturity Date then in effect with respect to such Non-Extending Lender (without giving effect to the Extension Request rejected by such Non-Extending Lender), (a) the applicable Borrowers shall pay to such Non-Extending Lender all amounts then payable to such Non-Extending Lender under this Agreement and the Loan Documents on its applicable Maturity Date and (b) such Non-Extending Lender’s Revolving Commitments shall terminate on the Maturity Date applicable to such Non-Extending Lender. In addition, if as of such Extension Date (i) the aggregate amount of the Lenders’ US Tranche Revolving Exposures exceeds the aggregate amount of the US Tranche Revolving Commitments and/or (ii) the aggregate amount of the Lenders’ European Tranche Exposures exceeds the aggregate amount of the European Tranche Commitments, then the applicable Borrowers shall prepay the Loans and/or cash collateralize LC Exposure in the manner set forth in Section 2.11(b) (in such amounts and on terms and conditions reasonably satisfactory to the Administrative Agent and the Issuing Bank) on or prior to such Extension Date so that (i) the aggregate US Tranche Revolving Exposures is equal to or less than the aggregate US Tranche Revolving Commitments and (ii) the aggregate European Tranche Exposures is equal to or less than the aggregate European Tranche Commitments remaining on such date after giving effect to the applicable terminations or removals. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this Section shall become effective unless on the Extension Date, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.

Notwithstanding anything to the contrary, this Section 2.04 shall supersede any provisions in Section 2.20 and Section 11.02 to the contrary.

SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Company may request the issuance, for its own account and for the benefit of the Company or any Subsidiary of the Company, as applicable, of Letters of Credit denominated in US Dollars, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period, and the Issuing Bank may, but shall have no obligation to, issue such requested Letters of Credit pursuant to this Agreement. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company with the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The Company unconditionally and irrevocably agrees that, in connection with any Letter of

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Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Company will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit).

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Company also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the US Tranche Revolving Exposure shall not exceed the total US Tranche Revolving Commitments and (ii) the aggregate face amount of all outstanding Letters of Credit shall not exceed $25,000,000.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Company and the Issuing Bank pursuant to which the expiration date of such Letter of Credit (an “Auto Renewal Letter of Credit”) shall automatically be extended for consecutive periods of up to twelve (12) months (but not to a date later than the date set forth in clause (ii) above); provided however that a Letter of Credit may expire up to one (1) year after the Maturity Date (A) on terms and conditions acceptable to the Company, the Administrative Agent and the applicable Issuing Bank and (B) if the Company has cash collateralized such Letter of Credit in an amount equal to at least 103% of the face amount of such Letter of Credit on terms, conditions and in a manner acceptable to the Administrative Agent and the applicable Issuing Bank, each in its sole discretion, at least thirty (30) days prior to the Maturity Date. Unless otherwise directed by the Issuing Bank, the Company shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than

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the date set forth in clause (ii) above. The Issuing Bank will give prompt written notice to the Administrative Agent upon the expiration of any Letter of Credit.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the US Tranche Lenders, the Issuing Bank hereby grants to each US Tranche Lender, and each such US Tranche Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s US Tranche Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each US Tranche Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such US Tranche Lender’s US Tranche Revolving Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Company for any reason. Each US Tranche Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the next Business Day following the date that such LC Disbursement is made; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR US Tranche Revolving Borrowing and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting ABR US Tranche Revolving Borrowing. If the Company fails to make such payment when due, then the Administrative Agent shall notify each US Tranche Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such US Tranche Lender’s US Tranche Revolving Percentage thereof. Promptly following receipt of such notice, each US Tranche Lender shall pay to the Administrative Agent its US Tranche Revolving Percentage of the payment then due from the Company in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the US Tranche Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank in US Dollars the amounts so received by it from such Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that US Tranche Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a US Tranche Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR US Tranche Revolving Loans, as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

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(f) Obligations Absolute. The Company’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Neither the Administrative Agent, the US Tranche Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Company to the extent of any direct damages (as opposed to special, indirect consequential or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable law) suffered by the Company that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Company by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse the Issuing Bank and the US Tranche Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Company shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company

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reimburses such LC Disbursement, at the rate per annum then applicable to ABR US Tranche Revolving Loans; provided that, if the Company fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any US Tranche Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of an Issuing Bank.

(A)    The Issuing Bank may be replaced at any time by written agreement among the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the US Tranche Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(B)    Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as an Issuing Bank at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Tranche Lenders (the “LC Collateral Account”), an amount in US Dollars in cash equal to 103% of the amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in clause (h) or (i) under Article VII. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the

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Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Company hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations. If the Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Company within three (3) Business Days after all Events of Default have been cured or waived.

SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency (i) in the case of Loans denominated in US Dollars, by 12:00 noon, New York City time (or, in the case of an ABR Loan 2:00 p.m., New York City time), to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each Loan under the European Tranche denominated in an Alternative Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency; provided that Term Loans shall be made as provided in Section 2.01(c). The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds to an account of such Borrower maintained by the Administrative Agent or by wire transfer to another account or accounts specified by such Borrower in the applicable Borrowing Request; provided that ABR US Tranche Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Alternative Currency Rate in the case of Loans denominated in an Alternative Currency) or (ii) in the case of

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such Borrower, the interest rate applicable to the subject Loan. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.07. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided, that each Borrowing under the US Tranche made on the Effective Date shall initially be an ABR Borrowing. Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, a Borrower, or the Company, on its behalf, shall notify the Administrative Agent of such election (by email or telephone in the case of a Term Loan Borrowing or a Borrowing under the US Tranche or by written notice in the case of a Borrowing under the European Tranche) by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, in the case of an electronic or telephone Interest Election Request, shall be confirmed promptly by a written Interest Election Request. Each written Interest Election Request shall be made by hand delivery or telecopy to the Administrative Agent of a written request in a form approved by the Administrative Agent and signed by the relevant Borrower, or the Company on its behalf. Notwithstanding any contrary provision herein, this Section shall not be construed to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made.

(c) Each electronic, telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) the Type of the resulting Borrowing; and

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(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender holding a Loan to which such request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the relevant Borrower fails to deliver a timely Interest Election Request to the Administrative Agent with respect to a Eurocurrency Borrowing no later than three Business Days prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Borrowing shall be continued as a Eurocurrency Borrowing with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Term Loan Borrowing or US Tranche Revolving Borrowing borrowed by the Company may be converted to or continued at the end of the then current Interest Period as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall (A) in the case of such a Term Loan Borrowing or a Borrowing under the US Tranche, be converted into an ABR Borrowing at the end of the Interest Period applicable thereto, and (B) in the case of any other Eurocurrency Borrowing, be continued as a Eurocurrency Borrowing with an Interest Period of one month’s duration.

SECTION 2.08. Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate immediately after the funding of the Term Loans on the Amendment No. 1 Effective Date and (ii) the US Tranche Revolving Commitments and the European Tranche Commitments shall terminate on the Maturity Date.

(b) The Company may at any time terminate, or from time to time reduce, the Commitments of the US Tranche or the European Tranche; provided that (i) each reduction of the Commitments of the applicable Tranche shall be in an amount that is an integral multiple of the Borrowing Multiple for a Borrowing denominated in US Dollars and not less than the Borrowing Minimum for a Borrowing denominated in US Dollars, (ii) the Company shall not terminate or reduce the US Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans in accordance with Section 2.11, the aggregate US Tranche Revolving Exposures would exceed the aggregate US Tranche Revolving Commitments, and (iii) the Company shall not terminate or reduce the European Tranche Commitments if, after giving effect to any concurrent prepayment of the European Tranche Revolving Loans in accordance with Section 2.11, the aggregate European Tranche Exposures would exceed the aggregate European Tranche Commitments.

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(c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or any other transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

SECTION 2.09. Expansion Option. Anything in this Agreement to the contrary notwithstanding, at any time and from time to time prior to the Maturity Date, the Company may, by written notice to the Administrative Agent (which the Administrative Agent shall promptly furnish to each Lender), request that one or more Persons offer to increase their Commitments under any Tranche (such increased and/or additional Commitments being, in the case of any Tranche, a “Tranche Increase”) or enter into one or more tranches of term loans (each an “Incremental Term Loan”). The Company may arrange for any such Tranche Increase or Incremental Term Loan to be provided by one or more Lenders (each Lender so agreeing to a Tranche Increase, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution or Disqualified Institution may be an Augmenting Lender), which agree to a Tranche Increase, or to participate in such Incremental Term Loans, or provide new Commitments, as the case may be; provided that each Augmenting Lender, shall be subject to the approval of the Company and, unless the Augmenting Lender is an Affiliate of a Lender or an Approved Fund, the Administrative Agent (such consent not to be unreasonably withheld). The minimum aggregate amount of (x) any Tranche Increase shall be $10,000,000 in the case of the US Tranche and the US Dollar Equivalent of $5,000,000 in the case of the European Tranche and (y) any Incremental Term Loans shall be (A) $10,000,000 if denominated in US Dollars and (B) the US Dollar Equivalent of $5,000,000 if denominated in any Alternative Currency. In no event shall the aggregate amount of all Tranche Increases and Incremental Term Loans pursuant to this Section 2.09 exceed the US Dollar Equivalent of the excess of (x) $175,000,000 over (y) the Expansion Amount. As of the Amendment No. 1 Effective Date, after giving effect to Amendment No. 1, $0 is available for Tranche Increases or Incremental Term Loans under this Section 2.09. No more than four (4) Tranche Increases or tranches of Incremental Term Loans in the aggregate shall be made during the term of this Agreement. No consent of any Lender (other than the Lenders participating in any Tranche Increase or any Incremental Term Loan) shall be required for any Tranche Increase or Incremental Term Loan pursuant to this Section 2.09. Tranche Increases and Incremental Term Loans created pursuant to this Section 2.09 shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Tranche Increase or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such Tranche Increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the applicable Increasing

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Lenders and the applicable Augmenting Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company and (B) the Company shall be in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.10 and (ii) if so requested by it, the Administrative Agent shall have received documents and opinions substantially consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder after giving effect to such Tranche Increase or Incremental Term Loans; provided that, with respect to any Tranche Increase or Incremental Term Loan incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Commitments”), with the consent of each Increasing Lender and Augmenting Lender providing such Acquisition-Related Incremental Commitments (x) clause (i)(A) of this sentence shall be deemed to have been satisfied so long as (1) as of the date of effectiveness of the related Limited Conditionality Acquisition Agreement, no Default is in existence or would result from entry into such Limited Conditionality Acquisition Agreement, (2) as of the date of the initial borrowing pursuant to such Acquisition-Related Incremental Commitment, no Event of Default under clause (a), (b), (h), (i) or (j) of Article VII is in existence immediately before or immediately after giving effect to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material respects (or in all respects if qualified by materiality) as of the date of effectiveness of the applicable Limited Conditionality Acquisition Agreement (or, to the extent such representation and warranty is stated to relate solely to an earlier date, as of such earlier date) and (4) as of the date of the initial borrowing pursuant to such Acquisition-Related Incremental Commitment, customary “SunGard” representations and warranties (with such representations and warranties to be reasonably determined by the Administrative Agent and the Company) shall be true and correct in all material respects (or in all respects if qualified by materiality) immediately prior to, and immediately after giving effect to, the incurrence of such Acquisition-Related Incremental Commitment (or, to the extent such representation and warranty is stated to relate solely to an earlier date, as of such earlier date) and (y) at the option of the Company (notified in writing to the Administrative Agent on or prior to the date of execution of the applicable Limited Conditionality Acquisition Agreement) and with the consent of each Increasing Lender and Augmenting Lender, the condition in clause (i)(B) above shall be deemed to be satisfied if such condition is satisfied on the date of execution of the applicable Limited Conditionality Acquisition Agreement on a Pro Forma Basis after giving effect to such Limited Conditionality Acquisition, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance. In the event that one or more of Increasing Lenders and Augmenting Lenders offer to provide a Tranche Increase, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent shall execute and deliver an appropriate amendment to this Agreement (or other appropriate documentation reasonably acceptable to the Administrative Agent and the Company to effectuate the Tranche Increase), which amendment or other documentation shall specify, among other things, the

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procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such amendment or other documentation and the Company shall deliver such customary authorization documentation and customary opinions of counsel as the Administrative Agent shall reasonably request; provided, that no consent of any Lender not participating in such Tranche Increase shall be required. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans or the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent (such consent not to be unreasonably withheld). The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.09. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to any Tranche Increase or participation in any Incremental Term Loans hereunder, or provide Incremental Term Loans, at any time. On the effective date of any Tranche Increase or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its applicable Tranche Percentage of such outstanding Revolving Loans and its ratable share of the Incremental Term Loans. Notwithstanding anything to the contrary set forth herein, the Administrative Agent shall have at least fifteen (15) Business Days (or such shorter period as the Administrative Agent shall agree), but no more than twenty (20) Business Days, prior to the proposed effective date for such Tranche Increase or Incremental Term Loans to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder or providing or Incremental Term Loans and to otherwise administer such Tranche Increase or Incremental Term Loan, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired. In connection with any Tranche Increase or Incremental Term Loan pursuant to this Section, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

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Notwithstanding anything to the contrary, this Section 2.09 shall supersede any provisions in Section 2.20 or Section 11.02 to the contrary.

SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the accounts of the applicable Lenders the then unpaid principal amount of each Borrowing of such Borrower no later than the Maturity Date. Each Borrower agrees to repay the principal amount of each Loan made to such Borrower and the accrued interest thereon in the currency of such Loan. Subject to adjustment pursuant to Section 2.11(e) and 2.11(f), the Company shall repay Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date:

Date	Amount
March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017	$	2,187,500
March 31, 2018, June 30, 2018, September 30, 2018, and December 31, 2018	$	3,281,250
March 31, 2019, June 30, 2019, September 30, 2019, and December 31, 2019	$	4,375,000
March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020	$	5,468,750
March 31, 2021, and the last day of each calendar quarter thereafter	$	6,562,500

To the extent not previously repaid, all unpaid Term Loans shall be paid in full in US Dollars by the Company on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Type and currency thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the accounts of the Lenders and each Lender’s share thereof.

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(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any US Tranche Lender or Term Lender may request through the Administrative Agent that Term Loans or Loans made by it under the US Tranche to the Company be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such US Tranche Lender or Term Lender a promissory note payable to the order of such US Tranche Lender or Term Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form reasonably approved by the Administrative Agent. Loans made under the European Tranche shall be evidenced solely as described in paragraphs (b) and (c) of this Section, and no promissory notes shall be issued by any Borrower in respect of any such Loans.

SECTION 2.11. Prepayment of Loans. (a) Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section. Any optional prepayment of a Term Loan shall be in an amount equal to at least $5,000,000, with payments in excess thereof being an integral multiple of $1,000,000 (or, if the remaining principal balance of the Term Loans is less then $5,000,000, the aggregate of such remaining principal balance).

(b) In the event and on such occasion that (i) the sum of the US Tranche Revolving Exposures exceeds the total US Tranche Revolving Commitments, or (ii) the sum of the European Tranche Exposures exceeds the total European Tranche Commitments, the Borrowers under the applicable Tranche shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding under the US Tranche, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)), in an aggregate amount equal to such excess; provided that if such excess arises solely as a result of currency rate fluctuations and such excess under any Tranche is not greater than 5% of the total Commitments under such Tranche, such prepayment or deposit, as the case may be, shall not be required.

(c) In the event and on each occasion that (1) any Net Proceeds arising under clause (c) of the definition of the term Prepayment Event or (2) any Net Proceeds in excess of $10,000,000 in the aggregate in any fiscal year arising under clauses (a) or (b) of the definition of the term Prepayment Event are received by the Company or any of its Subsidiaries in respect of any Prepayment Event, the Company shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of Prepayment Event, within five (5) Business Days after such Net Proceeds are received by the Company or such Subsidiary), prepay the Term Loans as set forth in Section 2.11(f) below in an aggregate amount equal to 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term Prepayment Event, if the Company shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Company or a Subsidiary intends to apply an amount equal to the Net Proceeds specified in such certificate (or a portion thereof specified in such certificate) to be invested within 365 days after receipt by the

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Company or such Subsidiary of such Net Proceeds in the business of the Company and its Subsidiaries, including without limitation to consummate a Permitted Acquisition or to acquire (or replace or rebuild) real property, equipment or other assets to be used in the business of the Company and/or its Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds from such event; provided further that to the extent of any such Net Proceeds (or portion thereof) have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Company or one or more Subsidiaries shall have entered into a written agreement or binding commitment to invest such Net Proceeds), at which time a prepayment shall be required in an amount equal to the portion of Net Proceeds that have not been so applied; provided, further that the Company and its Subsidiaries shall not be permitted to make elections to use Net Proceeds to invest in the business of any Immaterial Subsidiary, including without limitation to consummate a Permitted Acquisition or to acquire (or replace or rebuild) real property, equipment or other assets to be used in the business of any Immaterial Subsidiary, with respect to Net Proceeds in any fiscal year arising under clause (a) of the definition of the term Prepayment Event in an aggregate amount in excess of $20,000,000.

(d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) of this Section.

(e) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (by telephone confirmed by telecopy) of any optional prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of such prepayment, and (ii) in the case of an ABR Borrowing, not later than 12:00 noon, Local Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or any other transaction, in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, each partial optional prepayment of a Term Loan Borrowing shall be in an amount permitted pursuant to Section 2.11(a). Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each optional prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Company (or if no direction is provided by the Company, to the remaining scheduled installments of principal of the Term Loans pursuant to Section 2.10(a) in direct order of maturity), and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(f). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments to the extent required pursuant to Section 2.16 but otherwise prepayments shall be applied without premium or penalty.

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(f) All such amounts pursuant to Section 2.11(c) shall be applied to prepay the Term Loans (i) first, to prepay the next eight (8) installments of principal of the Term Loans pursuant to Section 2.10(a) in direct order of maturity and (ii) second, to prepay pro rata across the remaining scheduled installments of principal of the Term Loans. Mandatory prepayments of any Term Loans under Section 2.11(c) will be limited to the extent that the Company determines in good faith that the upstreaming or transfer of amounts from a Foreign Subsidiary to the Company or any other applicable Subsidiary to make such mandatory prepayment would result in material adverse Tax consequences or would be prohibited or restricted under applicable local law with respect to upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors); provided that, (i) the Company and its Subsidiaries shall use commercially reasonable efforts to eliminate such material adverse Tax consequences in order to make such prepayments and (ii) if the upstreaming of any such funds is permitted under the applicable local law and no longer results in material adverse Tax consequences, such upstreaming will be promptly effected and such upstreamed funds will be promptly applied to the prepayment of the Term Loans in accordance with this Section 2.11. The non-application of any mandatory prepayment amounts as a consequence of the foregoing will not, for the avoidance of doubt, constitute a Default or an Event of Default.

SECTION 2.12. Fees. (a) The Company agrees to pay to the Administrative Agent, for the account of each US Tranche Lender, a commitment fee which shall accrue at the Applicable Rate on the daily unused portion of the US Tranche Revolving Commitment of such US Tranche Lender during the period from and including the Effective Date to but excluding the date on which such US Tranche Revolving Commitment terminates. The European Borrowers agree to pay to the Administrative Agent for the account of each European Tranche Lender a commitment fee, which shall accrue at the Applicable Rate on the daily unused portion of the European Tranche Commitment of such European Tranche Lender during the period from and including the Effective Date to but excluding the date on which such European Tranche Commitment terminates. Accrued commitment fees shall be payable in arrears on the third Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof.

(b) The Company agrees to pay (i) to the Administrative Agent for the account of each US Tranche Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s US Tranche Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which fee shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to Letters of Credit issued by the Issuing Bank, during the period from and including the Effective Date to but excluding the later of the date of termination of the US Tranche Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter

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of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the US Tranche Revolving Commitments terminate and any such fees accruing after the date on which the US Tranche Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand (accompanied by reasonable back-up documentation therefor). All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Company agrees to pay to each of the Administrative Agent and the Lead Arrangers, each for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent or any Lead Arranger.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section, or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

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(e) Subject to Section 2.13(f), all interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Sterling shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(f) The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement. The rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

(g) Notwithstanding any other provision of this Agreement, if and to the extent that the laws of the Netherlands, the United Kingdom or any other jurisdiction in which a Borrower is organized or from which Loans are made are applicable to interest payable under this Agreement, no interest on the credit advanced will be payable in excess of that permitted by such laws.

SECTION 2.14. Alternate Rate of Interest.

(a) If at the time that the Administrative Agent shall seek to determine the applicable Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such Borrowing shall be requested in US Dollars under the US Tranche, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested under the European Tranche, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Company and consented to in writing by the Required European Tranche Lenders (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required European Tranche Lenders, Borrowings shall not be available in such Alternative Currency.

(b) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing in any currency:

(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or

(ii) the Administrative Agent is advised by a majority in interest of the Lenders that would participate in such Borrowing that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period

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will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the applicable Borrower and the applicable Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective, (ii) for any Borrowing Request under the US Tranche that requests a Eurocurrency Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) if any Borrowing Request requests a Eurocurrency Borrowing under the European Tranche, then unless the applicable Borrower notifies the Administrative Agent in writing prior to the date on which such Borrowing is requested to be made that it wishes to revoke such Borrowing Request, the LIBO Rate for such Eurocurrency Borrowing shall be made at the Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank;

(ii) impose on any Lender or Issuing Bank, the London interbank market or any another applicable Eurocurrency interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein, including, without limitation, any change under applicable law or regulation governing the issuance and maintenance of EU Banking Passports; or

(iii) subject any Lender, the Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (c) through (f) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to the Administrative Agent or such Lender of making, continuing, converting into or maintaining any Loan or of maintaining its obligation to make any such Loan or to increase the cost to the Administrative Agent, such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Administrative Agent, such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the applicable Borrower will pay to the Administrative Agent, such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such

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Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay or cause the other Borrowers to pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Company and the other Borrowers shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

This Section 2.15 shall not apply to increased costs relating to any UK Tax or attributable to a UK FATCA Deduction required to be made by a party to this Agreement, which shall be governed exclusively by Section 2.18.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan to a Loan of a different Type or Interest Period other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(e) and is revoked in accordance therewith), or (d) the assignment or deemed assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.21 or the CAM

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Exchange, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the applicable Eurocurrency interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, and setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof; provided that the Company and the other Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts under this Section 2.16 incurred more than 180 days prior to the date that such Lender notifies the Company of such amount and of such Lender’s intention to claim compensation therefor.

SECTION 2.17. Taxes.

(a) Any and all payments by or on account of any obligation of each Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes unless a tax deduction is required by applicable law; provided that if any Borrower shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, the applicable Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, each Borrower shall pay any Other Taxes related to such Borrower to the relevant Governmental Authority in accordance with applicable law.

(c) The relevant Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, which demand shall be accompanied by documentation reasonably satisfactory to establish the nature of the amounts for which demand is being made, and the fact and amount of the payment thereof, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such

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Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment (to the extent available), a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) (i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower under a Loan held by such Lender or Tranche in which such Lender participates is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and at the time or times reasonably requested by such Borrower, any such properly completed and executed documentation prescribed by applicable law and reasonably requested by such Borrower as may permit such payments to be made without withholding or at a reduced rate of withholding tax. In addition, any Lender, if reasonably requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the case of any Foreign Lender, such Foreign Lender shall deliver to the Company (with a copy to the Administrative Agent), on or prior to the date on which such Foreign Lender becomes a Lender (and from time to time thereafter upon the request of the Company or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (A) duly completed copies of Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States of America is a party (or any subsequent versions thereof or successors thereto); (B) duly completed copies of Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or successors thereto); or (C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit D-1, D-2, D-3 or D-4, as applicable; and duly completed copies of Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any subsequent versions thereof or successors thereto), or (D) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3 (as applicable), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner.

(ii) Without limiting the generality of the foregoing, in the case of any Lender that is a US Person, such Lender shall deliver to the Company and the Administrative

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Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to clause (e)(i) or (e)(ii) above expires or becomes obsolete or inaccurate in any material respect, it shall update such form or certification or promptly notify the applicable Borrower and the Administrative Agent in writing of its legal inability to do so.

(iv) If the Administrative Agent is entitled to an exemption from or reduction of withholding tax with respect to any payment under this Agreement made by a Borrower to the Administrative Agent under the law of the jurisdiction in which such Borrower is located the Administrative Agent shall deliver to such Borrower, at the time or times prescribed by applicable law and at the time or times reasonably requested by such Borrower, any such properly completed and executed documentation prescribed by applicable law and reasonably requested by such Borrower as may permit such payments to be made without withholding or at a reduced rate of withholding tax. Without limiting the generality of the foregoing, if the Administrative Agent is entitled to any payment under this Agreement, it shall deliver to the Company executed originals of Internal Revenue Service Form W-9 certifying that the Administrative Agent is exempt from U.S. federal backup withholding tax.

(f) (i) Each Lender, on the date it becomes a Lender hereunder, will designate lending offices for the Loans to be made by it (a “Facility Office”) such that, on such date, it (directly or through any Borrower) will not be subject to or liable for (i) in the case of a US Tranche Lender or Term Lender, any withholding tax that is imposed by the United States of America, (or any political subdivision thereof) on payments by the Company from an office within such jurisdiction or (ii) in the case of a European Tranche Lender, any withholding tax that is imposed by the Netherlands or the United States of America (or any political subdivision thereof) on payments by a European Borrower or the Company from an office within such jurisdiction. If any Lender does not comply with this Section 2.17(e) or (f), the relevant Borrower shall have no obligation to indemnify such Lender, the Administrative Agent or the Issuing Bank for the account of such Lender, under this Section 2.17, provided, however, that such Borrower shall not be relieved of the foregoing indemnity obligation if a liability under this Section results solely from the occurrence of the CAM Exchange.

(ii) Notwithstanding anything in Section 2.17(f)(i) to the contrary, if a Lender becomes a European Tranche Lender or a US Tranche Lender solely due to the occurrence of the CAM Exchange, such Lender shall use commercially reasonable efforts to designate a Facility Office to acquire Loans pursuant to the CAM Exchange and to receive payments on such Loans such that payments from the relevant Borrower to such Facility Office with respect to such Loans shall qualify for the lowest rate of withholding taxes available to such Lender in respect of payments made by such Borrower to any Facility Office of such Lender on the date such Lender acquires such Loans. Such Lender shall furnish such information as is described in Section 2.17(e) to qualify for

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such lowest rate of withholding. If such Lender is unable to qualify for a complete exemption from withholding tax with respect to payments made by such Borrower to such Facility Office with respect to such Loans, any withholding tax to which such Lender is subject with respect to payments made by such Borrower to such Facility Office, taking into account such qualification for such reduced rate of withholding, shall not constitute Excluded Taxes with respect to such Lender with respect to such Loan.

(g) In cases in which a Borrower makes a payment under this Agreement to the Administrative Agent with knowledge that the Administrative Agent is acting as an agent for a foreign person, such Borrower will not treat such payment as being made to a US Person for purposes of Treas. Reg. § 1.1441-1(b)(2)(ii) (or a successor provision) without the express written consent of the Administrative Agent.

(h) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.17(h).

(i) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(j) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity

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payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (j) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (j), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (j) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(k) Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(l) Defined Terms. For purposes of this Section 2.17, the term “Lender” includes the Issuing Bank and the term “applicable law” includes FATCA.

(m) For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

SECTION 2.18. UK Tax.

(a) Definitions.

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:

(i) where it relates to a Treaty Lender that is a Lender on the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s signature page, and

(A)    where a Borrower is a Borrower on the date of this Agreement, is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

(B)    where a Borrower becomes a Borrower after the date of this Agreement, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes a Borrower under this Agreement; or

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(ii) where it relates to a Treaty Lender that becomes a Lender after the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Assignment and Assumption Agreement, and

(A) where a Borrower is a Borrower as at the relevant transfer date, is filed with HM Revenue & Customs within 30 days of that transfer date; or

(B) where a Borrower is not a Borrower as at the relevant transfer date, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes a Borrower under this Agreement.

“Protected Party” means a Lender which is or will be subject to any liability or required to make any payment for or on account of UK Tax, in relation to a sum received or receivable (or any sum deemed for the purposes of UK Tax to be received or receivable) under a Loan Document.

“Tax Confirmation” means a confirmation by a Lender that the Person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either:

(i) a company resident in the United Kingdom for United Kingdom tax purposes; or

(ii) a partnership each member of which is:

(I) a company resident in the United Kingdom for United Kingdom tax purposes; or

(II) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of part 17 of the Corporation Tax Act 2009; or

(iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing its chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009).

“Tax Credit” means a credit against, relief or remission for, or repayment of any UK Tax.

“Tax Deduction” means a deduction or withholding for or on account of UK Tax from a payment under a Loan Document, other than a UK FATCA Deduction.

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“Tax Payment” means either an increased payment made by a Borrower to a Lender under Section 2.18(e) or a payment under Section 2.18(q).

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

(b) Unless a contrary indication appears, in this Section 2.18 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

(c) Each Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(d) Each Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receive such notification from a Lender it shall notify that Borrower.

(e) If a Tax Deduction is required by law to be made by a Borrower, the amount of the payment due from that Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(f) A Borrower is not required to make an increased payment to a Lender under paragraph (e) above for a Tax Deduction in respect of tax imposed by the United Kingdom from a payment of interest on a Loan, if on the date on which the payment falls due:

(A) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority, or

(B) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender; and:

(1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the Income Tax Act 2007 which relates to the payment and that Lender has received from the applicable Borrower making the payment a certified copy of that Direction; and

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(2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(C) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and:

(1) the relevant Lender has not given a Tax Confirmation to the Borrowers; and

(2) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrowers, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the Income Tax Act 2007; or

(D) the relevant Lender is a Treaty Lender and the applicable Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (i) or (j) below.

(g) If a Borrower is required to make a Tax Deduction, that Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(h) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the applicable Borrower making that Tax Deduction shall deliver to the Administrative Agent a statement under section 975 of the Income Tax Act 2007 or evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(i) (A) Subject to paragraph (B) below, a Treaty Lender and each Borrower which makes a payment to which that Treaty Lender is entitled shall, as soon as reasonably practicable, co-operate in completing any procedural formalities necessary for that Borrower to obtain authorization to make that payment without a Tax Deduction.

(B) (1) A Treaty Lender, which is a party to this Agreement on the day on which this Agreement is entered into, that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in the signature page to this Agreement; and

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(2) A Treaty Lender, which becomes a party to this Agreement after the day on which this Agreement is entered into, that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption or other document which it executes on becoming a party,

and, having done so, that Lender shall be under no obligation pursuant to paragraph (A) above.

(j) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (i)(B) above and:

(i) a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(ii) a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

(A) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(B) HM Revenue & Customs has not given that Borrower authority to make payments to that Lender without a Tax Deduction within 30 days of the date of the Borrower DTTP Filing, or

(C) HM Revenue & Customs has given authority for that Borrower to make payment to that Lender without a Tax Deduction and that authority expires or is withdrawn by HM Revenue & Customs,

and in each case, the applicable Borrower has notified that Lender in writing, that Lender and the applicable Borrower shall, as soon as reasonably practicable, co-operate in completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.

(k) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i)(B) above, no Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s commitment(s) or its participation in any Loan unless the Lender otherwise agrees.

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(l) A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender.

(m) A UK Lender with a European Tranche Commitment which becomes a party to this Agreement on the day on which this Agreement is entered into gives a Tax Confirmation to the Borrowers by entering into this Agreement.

(n) A UK Lender with a European Tranche Commitment which becomes a party to this Agreement by transfer or assignment under Section 11.04 after the day on which this Agreement is entered into is deemed to give a Tax Confirmation to the Borrowers on the date of that transfer or assignment.

(o) A UK Lender with a European Tranche Commitment shall promptly notify the applicable Borrower and the Administrative Agent if there is any change in the position from that set out in the Tax Confirmation.

(p) Each Lender which is a party to this Agreement on the day on which this Agreement is entered into confirms that it is a Qualifying Lender. Each Lender which becomes a party to this Agreement by transfer or assignment under Section 11.04 after the day on which this Agreement is entered into shall indicate, in the Assignment and Assumption which it executes on becoming a party, or otherwise notify the applicable Borrower, and for the benefit of the Administrative Agent and without liability to any Loan Party, which of the following categories it falls in:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender (other than a Treaty Lender); or

(iii) a Treaty Lender.

If a Lender which becomes a party after the day on which this Agreement is entered into fails to indicate its status in accordance with this Section 2.18(p) then such Lender shall be treated for the purposes of this Agreement as if it is not a Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the UK Borrower). For the avoidance of doubt, an Assignment and Assumption shall not be invalidated by any failure of a Lender to comply with this Section 2.18(p).

If (i) a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its lending office and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower would be obliged to make a payment to the assignee or transferee Lender or Lender acting through its new lending office under

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this Section 2.18, then the assignee/transferee Lender or Lender acting through its new lending office is only entitled to receive payment under this Section 2.18 to the same extent as the assigning or transferring Lender or Lender acting through its previous lending office would have been if the assignment, transfer or change had not occurred.

(q) Each Borrower shall (within 10 Business Days following written demand by the Administrative Agent, accompanied by reasonable backup documentation) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of UK Tax by that Protected Party in respect of a Loan Document.

(r) Paragraph (q) above shall not apply with respect to any UK Tax assessed on a Lender:

(A) under the law of the jurisdiction in which that Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Lender is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Lender’s Facility Office, designated in accordance with Section 2.17(f), is located in respect of amounts received or receivable in that jurisdiction,

if that UK Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Lender.

(s) Furthermore, paragraph (q) above shall not apply to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under paragraphs (c) to (p) above; or

(B) would have been compensated for by an increased payment under paragraphs (c) to (p) above but was not so compensated solely because one of the exclusions in paragraph (f) applied; or

(C) relates to a UK FATCA Deduction required to be made.

(t) A Protected Party making, or intending to make a claim under paragraph (q) above shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the Company.

(u) A Protected Party shall, on receiving a payment from a Borrower under paragraph (q), notify the Administrative Agent.

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(v) If a Borrower makes a Tax Payment and the relevant Lender determines that:

(A) a Tax Credit is attributable to that Tax Payment; and

(B) that Lender has obtained and utilized that Tax Credit,

the relevant Lender shall pay an amount to such Borrower which that Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by such Borrower.

(w) Each Borrower shall pay and, within 10 Business Days following written demand (accompanied by reasonable backup documentation therefor), indemnify each Lender against any cost, loss or liability that Lender incurs in relation to all stamp duty, registration and other similar UK Taxes payable in respect of any Loan Document; provided that this paragraph (w) shall not apply in respect of any stamp duty, registration and/or other similar UK Taxes which are payable in respect of an assignment, transfer or other alienation of any kind by a Lender of any of its rights and/or obligations under or in respect of any Loan Document.

(x) All amounts set out, or expressed to be payable under a Loan Document by any party to a Lender which (in whole or part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (y) below, if VAT is chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party).

(y) Where a Loan Document requires any party to reimburse a Lender for any costs or expenses, that party shall also at the same time pay and indemnify the Lender against all VAT incurred by the Lender in respect of the costs or expenses to the extent that the Lender reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

(z) (A) Subject to paragraph (C) below, each party to this Agreement shall, within 14 days of a reasonable request by another party:

(i) confirm to that other party whether it is:

(A) a UK FATCA Exempt Party; or

(B) not a UK FATCA Exempt Party;

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(ii) supply to that other party such forms, documentation and other information relating to its status under UK FATCA as that other party reasonably requests for the purposes of that other party’s compliance with UK FATCA; and

(iii) supply to that other party such forms, documentation and other information relating to its status as that other party reasonably requests for the purposes of that other party’s compliance with any other law, regulation, or exchange of information regime.

(B) If a party to this Agreement confirms to another party pursuant to paragraph (A)(i) above that it is a UK FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a UK FATCA Exempt Party, that party shall notify that other party reasonably promptly.

(C) Paragraph (A) above shall not oblige any Credit Party to do anything, and paragraph (A)(iii) above shall not oblige any other party to this Agreement to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(D) If a party to this Agreement fails to confirm whether or not it is a UK FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (A)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (C) above applies), then such Party shall be treated for the purposes of the Loan Documents (and payments under them) as if it is not a UK FATCA Exempt Party until such time as the party in question provides the requested confirmation, forms, documentation or other information.

(E) Each party to this Agreement may make any UK FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no party shall be required to increase any payment in respect of which it makes such a UK FATCA Deduction or otherwise compensate the recipient of the payment for that UK FATCA Deduction.

(F) Each party to this Agreement shall promptly, upon becoming aware that it must make a UK FATCA Deduction (or that there is any change in the rate or the basis of such UK FATCA Deduction),

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notify the party to whom it is making the payment and, in addition, shall notify the Borrowers and the Administrative Agent and the Administrative Agent shall notify the other Credit Parties.

SECTION 2.19. EU Banking Passport; Local Branch Availability. In order to extend Loans and other financial accommodations under the European Tranche and remain in compliance with all applicable laws and regulations (including, without limitation, the laws of each jurisdiction in which a Borrower with availability under the European Tranche is organized), each Lender with a European Tranche Commitment shall either (x) obtain and hold an EU Banking Passport for so long as the laws and regulations governing members of the European Union provide for EU Banking Passports and/or (y) otherwise have the ability to fund a Borrowing and satisfy its duties and obligations under the European Tranche in a Borrower’s jurisdiction of organization (so long as such Borrower is entitled to request extensions of credit under the European Tranche), including, without limitation, having a local branch in any such jurisdiction of organization or otherwise being able to fund extensions of credit in such jurisdiction without violating applicable laws or regulations. Each Person that becomes a Lender hereunder with a European Tranche Commitment pursuant to the assignment provisions of Section 11.04 shall certify in its Assignment and Assumption that it possesses an EU Banking Passport and/or satisfies the requirements of the foregoing clause (y), provided that with respect to the Dutch Borrower no such certification shall be required as long as the first Loan extended by such Lender shall be a Non-Public Lender. In the event EU Banking Passports are no longer available, including, without limitation, as a result of changes in applicable laws or regulations, or a Lender is prohibited from extending credit to a Borrower from a previously permitted jurisdiction into a previously permitted jurisdiction, or if adverse tax consequences result from such Loans or other financial accommodations remaining outstanding, then no Lender shall be required to make or maintain Loans or other financial accommodations under the European Tranche in contravention of applicable laws and regulations or if such adverse tax consequences remain outstanding, and the applicable Borrowers shall repay all Obligations arising in connection therewith as required to prevent any contravention of such laws and regulations.

SECTION 2.20. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16, 2.17, 2.18 or 2.19, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, Local Time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made and (ii) to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit Event under the European Tranche denominated in an Alternative Currency, the Administrative Agent’s Eurocurrency Payment Office for the applicable currency, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17, 2.18, 2.19 and 11.03 shall be made directly to the Persons entitled thereto and payments

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pursuant to the other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder or under any other Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under any Loan Document of principal or interest in respect of any Loan or LC Disbursement shall be made in the currency of such Loan or LC Disbursement; and all other payments hereunder or under any other Loan Document shall be made in US Dollars, except as otherwise expressly provided. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Alternative Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in US Dollars in an amount equal to the US Dollar Equivalent (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

(b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the applicable Borrower) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Borrowers (other than in connection with Swap Agreements), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Swap Agreements), third, to pay interest then due and payable on the Loans ratably, fourth, pro rata, to prepay principal on the Loans and unreimbursed LC Disbursements and the payment of any Secured Obligations owing with respect to Swap Agreements, fifth, to pay an amount to the Administrative Agent equal to one hundred three percent (103%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, sixth, pro rata, to payment of Banking Services Obligations, and seventh, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Loan Parties. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrower, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there

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are no outstanding ABR Loans of the same Class and, in any event, the applicable Borrower shall pay the break funding payment required in accordance with Section 2.16.

(c) [Reserved]

(d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans or participations in LC Disbursements, as the case may be, and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans and/or participations in LC Disbursements to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(e) Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due for the account of all or certain of the Lenders or the Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the applicable Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with banking industry practices on interbank compensation (including without limitation the Overnight Alternative Currency Rate in the case of Loans denominated in an Alternative Currency).

(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(d) or (e), 2.06(b), 2.17(h) or (j), 2.20(e) or 11.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof,

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(i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section; in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.21. Mitigation Obligations; Replacement of Lenders. (a)    If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or Section 2.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15, 2.17, or 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or Section 2.18, or if any Lender becomes a Non-Extending Lender or a Defaulting Lender, or if any Lender fails to grant a consent in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement requiring the consent of each Lender, such Lender or each affected Lender as contemplated by Section 11.02 but the consent of the Required Lenders is obtained, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.04), all its interests, rights and obligations under the Loan Documents to an assignee that shall assume such obligations (or, in the case of any change, waiver, discharge or termination of the provisions of this Agreement that requires the consent of Lenders of a particular class or type of Loans and Commitments, all its interests, rights and obligations under the Loan Documents in respect of such class or type) (which assignee may be another Lender, if a Lender accepts such assignment); provided that, (i) such assignee shall be reasonably acceptable to the Company and the Administrative Agent (and if a US Tranche Revolving Commitment is being assigned, the Issuing Bank), (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) (or, in the case of any change, waiver, discharge or termination of the provisions of this Agreement that requires the consent of Lenders of a particular class or type of Loans, payment equal to the aggregate amount of outstanding Loans of such class or type owed to such replaced Lender (together with all other amounts owed to such replaced Lender as a holder of such class or type of Loans)) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17 or Section 2.18, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to

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make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

SECTION 2.22. Market Disruption. Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with respect to any Credit Event to be effected in any Alternative Currency, if (i) there shall occur on or prior to the date of such Credit Event any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Administrative Agent or Lenders having greater than 50% of the European Tranche Commitments make it impracticable for the Eurocurrency Borrowings comprising such Credit Event to be denominated in the Alternative Currency specified by the applicable Borrower, or (ii) a US Dollar Equivalent of such currency is not readily calculable, then the Administrative Agent shall forthwith give notice thereof to the Borrowers and the Lenders, and such Credit Events shall not be denominated in such Alternative Currency but shall, except as otherwise set forth in Section 2.07, be made on the date of such Credit Event in US Dollars, in an aggregate principal amount equal to the US Dollar Equivalent of the aggregate principal amount specified in the related request for a Credit Event or Interest Election Request, as the case may be, as Eurocurrency Loans having an Interest Period of one month, unless the applicable Borrower notifies the Administrative Agent at least one (1) Business Day before such date that (i) it elects not to borrow on such date or (ii) it elects to borrow on such date in a different Alternative Currency, as the case may be, in which the denomination of such Loans would in the reasonable opinion of the Administrative Agent and the European Tranche Lenders be practicable and in an aggregate principal amount equal to the US Dollar Equivalent of the aggregate principal amount specified in the related request for a Credit Event or Interest Election Request, as the case may be.

SECTION 2.23. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unused portion of the Commitments of such Defaulting Lender pursuant to Section 2.12(a);

(b) the Commitments and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.02); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby;

(c) if any US Tranche LC Exposure exists at the time a US Tranche Lender becomes a Defaulting Lender then:

(i) all or any part of the US Tranche LC Exposure shall be reallocated among the non-Defaulting Lenders constituting US Tranche Lenders in accordance with their respective US Tranche Revolving Percentages, but only to the extent (A) the sum of all

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non-Defaulting Lenders’ US Tranche Revolving Exposures plus such Defaulting Lender’s US Tranche LC Exposure does not exceed the total of all non-Defaulting Lenders’ US Tranche Revolving Commitments and (B) each non-Defaulting Lender’s US Tranche Revolving Exposure does not exceed such non-Defaulting Lender’s US Tranche Revolving Commitment;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, within one (1) Business Day following notice by the Administrative Agent, the Company shall cash collateralize for the benefit of the Issuing Bank only the Company’s obligations corresponding to such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding;

(iii) if the Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Company shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ US Tranche Revolving Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is reallocated and/or cash collateralized;

(d) [reserved]; and

(e) in the case of a US Tranche Lender, so long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the US Tranche Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Company in accordance with Section 2.23(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.23(c)(i) (and such Defaulting Lender shall not participate therein).

No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

If (i) a Bankruptcy Event or a Bail-In Action with respect to a Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing

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Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrowers or such Lender, satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder.

Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s LC Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.23 following (i) the elimination of the applicable LC Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Bank that there exists excess cash collateral.

In the event that each of the Administrative Agent, the Company and the Issuing Bank agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitments and on the date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its related Tranche Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release or any claim or any party hereunder arising from such Lender’s having been a Defaulting Lender.

ARTICLE III

Representations and Warranties

Each Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. Each of the Company and its Material Subsidiaries is duly organized, validly existing and in good standing (to the extent that such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required; provided, that this provision shall not restrict any transaction otherwise permitted under Section 6.03.

SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate (or other organizational) and, if required, stockholder or shareholder action. Each Loan Document has been duly executed and delivered by each Loan Party party thereto and constitutes a legal, valid and binding obligation of each such Loan Party, enforceable against

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such Loan Party in accordance with its 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.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate in any material respect any applicable law or regulation applicable to the Company or its Subsidiaries and will not violate the charter, by-laws or other organizational or constitutional documents of the Company or any of its Subsidiaries or any order of any Governmental Authority, (iii) except as would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any of its Subsidiaries, or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than the Liens created by the Collateral Documents).

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders a consolidated balance sheet and statements of income, stockholders equity and cash flows for the Company and its Subsidiaries as of and for the fiscal year ended December 31, 2015, reported on by KPMG LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Since December 31, 2015, there has been no material adverse change in the business, assets, property or financial condition of the Company and its Subsidiaries, taken as a whole.

(c) The Company has heretofore furnished to the Lenders forecasted consolidated balance sheets and statements of income and cash flows for the five-year period beginning on January 1, 2016, in each case prepared on a basis consistent with the financial statements described in Section 3.04(a) and the estimates and assumptions stated therein, all of which the Company believes as of the date hereof to be reasonable and, as of the Effective Date, reflect the Company’s good faith and reasonable estimates of the future financial performance of the Company and its Subsidiaries for such period; provided that (i) such forecasts are subject to significant uncertainties and contingencies, which may be beyond the Company’s and its Subsidiaries’ control, (ii) no assurances are given that the results forecasted in any such projections will be realized and (iii) the actual results may differ from the forecasted results set forth in such projections and such differences may be material.

SECTION 3.05. Properties; Insurance. (a) Each of the Company and its Material Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for (i) minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or (ii) as would not reasonably be expected to have an Material Adverse Effect.

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(b) Each of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and its Subsidiaries does not infringe upon the rights of any other Person, except where failure to so own or be licensed, or such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(c) Each of the Company and its Subsidiaries maintains, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations; provided, that each of the Company and its Subsidiaries may self-insure in the ordinary course of business to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas in which the Company or each such Subsidiary, as applicable, operates.

SECTION 3.06. Litigation, Environmental and Labor Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) except as set forth on Schedule 3.06, that purport to affect or pertain to this Agreement, any other Loan Document or the consummation of the Transactions.

(b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c) There are no labor controversies pending against or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Inventory Factoring Facility Agreements. Each of the Company and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all agreements and other instruments in connection with any inventory factoring facilities binding upon it or its property, in each case, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment Company Status. Neither the Company nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

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SECTION 3.09. Taxes. Each of the Company and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes including UK Tax required to have been paid by it, except (a) Taxes including UK Tax that are being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP (to the extent required thereby), or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA. (a) No ERISA Event has occurred, and no ERISA Event with respect to any Plan is reasonably expected to occur, that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

(b) Each Foreign Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent such non-compliance would not reasonably be expected to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, to the knowledge of the Company none of the Company, its Affiliates or any of their directors, officers, employees or agents has engaged in a transaction, or other act or omission (including entering into this Agreement and any act done or to be done in connection with this Agreement), that has subjected, or would reasonably be expected to subject, the Company or any of its Subsidiaries, directly or indirectly, to any penalty (including any tax or civil penalty), fine, claim or other liability (including any liability under a contribution notice or financial support direction (as those terms are defined in the United Kingdom Pensions Act 2004), or any liability or amount payable under section 75 or 75A of the United Kingdom Pensions Act 1995), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and there are no facts or circumstances which may give rise to any such penalty, fine, claim, or other liability. The aggregate unfunded liabilities, with respect to such Foreign Pension Plans would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. Subsidiaries; Ownership of Capital Stock. As of the Effective Date, Schedule 3.11 sets forth all of the Loan Parties’ directly-owned Subsidiaries, the jurisdiction of organization of each of such Subsidiaries and the identity of the holders of all shares or other interests of each class of Equity Interests of each of such Subsidiaries.

SECTION 3.12. Solvency. As of the Effective Date, both before and after giving effect to (a) the Transactions to be consummated on the Effective Date and (b) the payment and accrual of all fees, costs and expenses in connection therewith, the Company and its Subsidiaries, on a consolidated basis, are and will be Solvent.

SECTION 3.13. Disclosure. Neither any lender presentation nor any of the other reports, financial statements, certificates or other written information (excluding projections, financial estimates, forecasts and other forward-looking information, and other information of a general economic or industry specific nature) furnished by or on behalf of the Company to the Administrative Agent, the Issuing Bank or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished or publicly available in periodic and other reports, proxy statements and other

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materials filed by the Company or any Subsidiary with the Securities and Exchange Commission), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood and agreed that (i) such projected financial information is subject to significant uncertainties and contingencies, which may be beyond the Company’s and its Subsidiaries’ control, (ii) no assurances are given that the results forecasted in any such projected financial information will be realized and (iii) the actual results may differ from the forecasted results set forth in such projected financial information and such differences may be material).

SECTION 3.14. Federal Reserve Regulations. No part of the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulation U.

SECTION 3.15. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Holders of Secured Obligations, and, to the extent required by the Security Agreements, such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances and other Liens permitted under this Agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

SECTION 3.16. Material Subsidiaries. As of the Effective Date, the direct and indirect Domestic Subsidiaries of the Company and direct Foreign Subsidiaries of the Company and the Subsidiary Guarantors set forth on Schedule 3.16, together with the Company and the UK Borrower, (i) generated at least 75% of Consolidated EBITDA during the four fiscal quarter period ended December 31, 2015 and (ii) owned assets (other than Equity Interests in Subsidiaries) representing at least 75% of the consolidated assets of the Company and its Subsidiaries as of December 31, 2015. Each Compliance Certificate delivered hereunder designates as Material Subsidiaries direct and indirect Domestic Subsidiaries of the Company and direct Foreign Subsidiaries of the Company and the Subsidiary Guarantors that, as of the end of the applicable fiscal quarter (in the case of a Compliance Certificate delivered pursuant to Section 5.01(c)) or as of the date of the applicable Permitted Acquisition after giving effect to such acquisition on a Pro Forma Basis (in the case of a Compliance Certificate delivered in connection with a Permitted Acquisition), together with the Company and the UK Borrower, (i) generated at least 75% of Consolidated EBITDA during the most recent four fiscal quarter period for which financial statements have been provided by the Company pursuant to Section 5.01 and (ii) owned assets (other than Equity Interests in Subsidiaries) representing at least 75% of the consolidated assets of the Company and its Subsidiaries as of the end of such period; provided that any Domestic Subsidiary which is the direct owner of any Equity Interests in a Material Subsidiary shall constitute a Material Subsidiary hereunder.

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SECTION 3.17. Anti-Corruption Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and directors and to the knowledge of the Company, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and, in the case of any European Borrower, is not knowingly engaged in any activity that could reasonably be expected to result in such Borrower being designated as a Sanctioned Person. None of (a) the Company, any Subsidiary or to the knowledge of the Company or such Borrower any of their respective directors, officers or employees, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate any Anti-Corruption Law or applicable Sanctions. In respect of a Loan Party or Subsidiary that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of Sect 2 paragraph 15 German Foreign Trade Act (AWV) (Außenwirtschaftsverordnung), Section 3.17 shall only apply to the extent that these provisions would not result in (a) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (b) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) or a similar anti-boycott statute.

SECTION 3.18. EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

SECTION 3.19. Limited Conditionality Acquisitions. Immediately after the consummation of any Limited Conditionality Acquisition financed with Acquisition-Related Incremental Commitments, the representations and warranties of the Loan Parties set forth in each Loan Document shall be true and correct in all material respects on and as of the date of such Limited Conditionality Acquisition (after giving effect to such Limited Conditionality Acquisition), except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. This Agreement and the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or

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electronic mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received, in form and substance reasonably acceptable to it, fully executed copies of the Loan Documents set forth on Exhibit B hereto.

(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Skadden, Arps, Slate, Meagher & Flom LLP, special New York counsel for the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Borrowers and the Loan Documents as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinion. The Administrative Agent shall also have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Eversheds LLP special English counsel to the Borrowers, and Eversheds Faasen B.V., special Dutch counsel to the Borrowers, in form and substance reasonably acceptable to the Administrative Agent and covering such matters relating to this Agreement as the Administrative Agent shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions.

(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and, where available in such jurisdiction, good standing in the jurisdictions of organization of the Borrowers and the Initial Subsidiary Guarantors (including, with respect to the Dutch Borrower, an original recent excerpt from the Netherlands Trade Register) and the authorization of this Agreement and the Transactions consummated on the Effective Date, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, including all of the agreements, documents and instruments set forth in Exhibit B hereto.

(e) The Administrative Agent shall have received (i) a certificate, dated the Effective Date and signed by a Financial Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 and (ii) a certificate, dated the Effective Date and signed by a Financial Officer, certifying that as of the Effective Date, both before and after giving effect to (a) the Transactions to be consummated on the Effective Date and (b) the payment and accrual of all fees, costs and expenses in connection therewith, the Company and its Subsidiaries, on a consolidated basis, are and will be Solvent.

(f) The Lenders shall have received the financial statements referenced in Section 3.04(a) and (c).

(g) The Administrative Agent and the Lead Arrangers shall have received all fees and other amounts due and payable by the Borrowers on or prior to the Effective Date, including, to the extent invoiced prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder.

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(h) The Lenders shall have received all documentation and other information requested at least 3 Business Days before the Effective Date to the extent required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (if applicable) the Money Laundering Regulations 2003 of the United Kingdom (as amended).

(i) The Administrative Agent shall have received from the Dutch Borrower a confirmation by an authorized signatory of the Dutch Borrower that there is no works council, or, if a works council is established, a confirmation that all consultation obligations in respect of such works council have been complied with and that positive unconditional advice has been obtained, attaching a copy of such advice and a copy of the request for such advice.

(j) Each Borrower that is a resident for tax purposes in the United States of America and the Administrative Agent shall have received a complete Form W-8BEN or IRS Form W-8BEN-E (or other applicable Form W-8) from each Foreign Lender.

(k) This Agreement and the transactions contemplated hereby, shall be permitted under the terms of the Channel Finance Loan Documents (including, without limitation, the Channel Finance Intercreditor Agreement), the Permitted Receivables Facility Documents (including, without limitation, the Intercreditor Agreement) and the agreements evidencing the Vendor Trade Programs (including, without limitation, the Intercreditor Agreement).

The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02. Each Credit Event. Except as set forth in Section 2.09, he obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Loan Parties set forth in each Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

Except as set forth in Section 2.09, each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

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ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated (unless such Letters of Credit have been cash collateralized or otherwise backed by another letter of credit, in each case in a manner reasonably satisfactory to the Issuing Bank and the Administrative Agent) and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Company will furnish to the Administrative Agent (who shall deliver to each Lender):

(a) within 90 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification (other than any such qualification with respect to the Obligations or the obligations under the Channel Finance Credit Agreement being treated as short-term indebtedness resulting solely from the Maturity Date or the maturity date of the Channel Finance Credit Agreement occurring one year from the time such opinion is delivered) or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, that the Company shall be deemed to have delivered the foregoing to the Administrative Agent and the Lenders if such information has been filed with the Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any successor government site that is freely and readily available to the Administrative Agent and the Lenders without charge, or has been made available on the Company’s website www.insight.com, and the delivery date therefor shall be deemed to be the first day on which such information is available to the Administrative Agent and the Lenders on one of such web pages; provided, further, that the Company will promptly notify the Administrative Agent (who shall notify the Lenders) of each posting to such sites upon the occurrence thereof. In order to provide such notices promptly, the Company agrees that it shall register the Administrative Agent in the appropriate Company databases necessary to cause such notices to be sent automatically (including, without limitation, by e-mail to e-mail addresses agreed upon by the Administrative Agent) on the applicable filing dates;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated balance sheet and related unaudited statements of operations, and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its

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consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the Company shall be deemed to have delivered the foregoing to the Administrative Agent and the Lenders if such information has been filed with the Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any successor government site that is freely and readily available to the Administrative Agent and the Lenders without charge, or has been made available on the Company’s website www.insight.com, and the delivery date therefor shall be deemed to be the first day on which such information is available to the Administrative Agent and the Lenders on one of such web pages; provided, further, that the Company will promptly notify the Administrative Agent (who shall notify the Lenders) of each posting to such sites upon the occurrence thereof. In order to provide such notices promptly, the Company agrees that it shall register the Administrative Agent in the appropriate Company databases necessary to cause such notices to be sent automatically to the Administrative Agent (including, without limitation, by e-mail to e-mail addresses agreed upon by the Administrative Agent) on the applicable filing dates;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.10 to the extent set forth in the form of Compliance Certificate attached hereto as Exhibit C, and (iii) identifying the Material Subsidiaries as of the end of the applicable fiscal period;

(d) concurrently with any delivery of financial statements under clause (a) or (b) above, reports setting forth the current Receivables of the Company and its Subsidiaries as of the end of such fiscal quarter most recently ended in a format consistent with such internally prepared Receivable reports by the Company; provided that the format of such reports shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood and agreed that the form of such reports as presented to the Administrative Agent prior to the Effective Date is in form and substance satisfactory to the Administrative Agent);

(e) within 90 days after the beginning of each fiscal year of the Company, consolidated financial projections for the Company and its Subsidiaries for such fiscal year prepared in good faith;

(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with national securities exchanges, or distributed by the Company to its shareholders generally, as the case may be; provided, that the Company shall be deemed to have delivered the foregoing to the Administrative Agent and the Lenders if such information has been filed with the Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any successor government site that is freely and readily available to the Administrative Agent and the Lenders without charge, or has been made available on the Company’s website www.insight.com, and the delivery date therefor shall be deemed to be the first day on which such information is available to the Administrative Agent

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and the Lenders on one of such web pages; provided, further, that the Company will promptly notify the Administrative Agent (who shall notify the Lenders) of each posting to such sites upon the occurrence thereof. In order to provide such notices promptly, the Company agrees that it shall register the Administrative Agent in the appropriate Company databases necessary to cause such notices to be sent automatically to the Administrative Agent (including, without limitation, by e-mail to e-mail addresses agreed upon by the Administrative Agent) on the applicable filing dates;

(g) promptly following any request in writing therefor, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (if applicable) the Money Laundering Regulations 2003 of the United Kingdom (as amended);

(h) promptly following any request in writing therefor, such other information regarding the operations, business affairs or financial condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent (or any Lender through the Administrative Agent) may reasonably request; and

(i) concurrently with any delivery of financial statements under clauses (a) and (b) above, for any Test Period where the calculations of the Minimum Receivables Test, the Total Leverage Ratio, the Fixed Charge Coverage Ratio, Consolidated EBITDA or consolidated assets for purposes of determinations of Material Subsidiaries have been calculated on a Pro Forma Basis, the Company shall provide to the Administrative Agent calculations in reasonable detail prepared by a Financial Officer that demonstrate the pro forma effect of such Specified Transactions on the Minimum Receivables Test, the Total Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated EBITDA and consolidated assets for purposes of determinations of Material Subsidiaries for such Test Period.

SECTION 5.02. Notices of Material Events. The Company will furnish to the Administrative Agent (who shall deliver to each Lender) prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Affiliate thereof, as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

(d) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect; and

(e) within ten (10) Business Days following its obtaining knowledge of (i) issuance by the United Kingdom Pensions Regulator of a financial support direction or a

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contribution notice (as those terms are defined in the United Kingdom Pensions Act 2004) in relation to any Foreign Pension Plan, (ii) any amount is due to any Foreign Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995 and/or (iii) an amount becomes payable under section 75 or 75A of the United Kingdom Pensions Act 1995.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Company will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except for such rights, licenses, permits, privileges and franchises the loss of which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution or other transaction permitted under Section 6.03.

SECTION 5.04. Payment of Taxes. The Company will, and will cause each of its Subsidiaries to, pay its Tax (including (if applicable) UK Tax) liabilities, that, if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP (to the extent required thereby) and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect. No Loan Party shall be a member of a Dutch CIT Fiscal Unity other than a Dutch CIT Fiscal Unity between the Dutch Borrower, Insight Enterprises Holdings B.V. and Insight Enterprises Netherlands B.V., other than with the prior written consent of the Administrative Agent.

SECTION 5.05. Maintenance of Properties; Insurance. The Company will, and will cause each of its Material Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition (ordinary wear and tear and casualty events excepted) except where the failure to do so, individually or in the aggregate, would not result in a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations; provided, that each of the Company and its Subsidiaries may self-insure in the ordinary course of business to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas in which the Company or each such Subsidiary, as applicable, operates. If at any time any Mortgaged Real Property is located in a designated special “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Loan Parties will (i) maintain fully paid flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, and (ii) provide within thirty (30) days (or such longer period as the Administrative Agent shall agree)

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evidence of such coverage as Administrative Agent may reasonably request, including, without limitation, (x) copies of any such flood insurance policies naming the Administrative Agent as loss payee and (y) the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, in each case to the extent requested by the Administrative Agent.

SECTION 5.06. Books and Records; Inspection Rights. The Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries in all material respects are made of all material dealings and transactions in relation to its business and activities. The Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, upon reasonable prior notice and during reasonable business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested (provided that in no event shall there be more than one such visit or inspection per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in this Section 5.06, none of the Company or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its designated representative) is then prohibited by law or any agreement binding on the Company or any of its Subsidiaries or (iii) is subject to attorney-client or similar privilege constitutes attorney work-product. The Administrative Agent shall, upon the request of any Lender, provide to such Lender the written report, if any, prepared by the Administrative Agent with respect to any such visit or inspection. The Administrative Agent shall give the Company the opportunity to participate in any discussions with its accountants.

SECTION 5.07. Compliance with Laws. (a) The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(b) The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. In respect of a Loan Party or Subsidiary that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of Sect 2 paragraph 15 German Foreign Trade Act (AWV) (Außenwirtschaftsverordnung), this Section 5.07(b) shall only apply to the extent that these provisions would not result in (a) any violation of, conflict with or liability under EU Regulation (EC) 2271/96 or (b) a violation or conflict with section 7 foreign trade rules (AWV) (Außenwirtschaftsverordnung) or a similar anti-boycott statute.

SECTION 5.08. Use of Proceeds and Letters of Credit. Each Borrower will, and will cause its Subsidiaries to, use the proceeds of the Loans and the Letters of Credit, as applicable, for working capital and for general corporate purposes, including Permitted Acquisitions. The Term Loans extended on the Amendment No. 1 Effective Date shall be used to finance a portion of the Datalink Acquisition and the payment of fees and expenses in

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connection therewith. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. No Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and the Company shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.09. Subsidiary Collateral Documents; Subsidiary Guarantors. The Company shall execute or shall cause to be executed:

(a) following the date on which (i) any Person becomes a Material Subsidiary of the Company pursuant to a Permitted Acquisition or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case within thirty (30) days (or such longer period as the Administrative Agent shall agree) following such date, if such Person is a Domestic Subsidiary (other than a Domestic Foreign Holding Company), (a) a Pledge Agreement (or supplement thereto) in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations with respect to all of the Equity Interests of such Domestic Subsidiary owned by the Company and its Domestic Subsidiaries that are Subsidiary Guarantors in substantially the form of the Pledge Agreement(s) reaffirmed or confirmed on the Effective Date; (b) a supplement to the Subsidiary Guarantee Agreement pursuant to which such Domestic Subsidiary shall become a Subsidiary Guarantor; (c) a Subsidiary Security Agreement in substantially the form reaffirmed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in substantially all of its assets as and to the extent provided therein, subject to Permitted Encumbrances and other Liens permitted under this Agreement, and the other documents required thereby; (d) a Subsidiary Pledge Agreement in substantially the form reaffirmed on the Effective Date (or a supplement thereto) pursuant to which such Domestic Subsidiary shall grant the Administrative Agent for the benefit of the Holders of Secured Obligations, a first priority perfected security interest in the Equity Interests of its direct Subsidiaries (but not in excess of 65% (in vote and value) of all of the outstanding Equity Interests of its direct Foreign Subsidiaries), subject to Permitted Encumbrances and other Liens permitted under this Agreement, and the other documents required thereby; and (e) if requested by the Administrative Agent or the Required Lenders, Collateral Documents in respect of such Domestic Subsidiary’s owned real property located in the United States with a value in excess of $10,000,000 (per property) that is acquired after the Effective Date (other than any such real property subject to a Lien permitted under Section 6.02(c) or 6.02(d)), in each case to provide the Administrative Agent with a first priority perfected security interest therein and Lien thereon, subject to Permitted Encumbrances and other Liens permitted under this Agreement;

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(b) following the date on which (i) any Person becomes a Material Subsidiary of the Company pursuant to a Permitted Acquisition, or (ii) any Person is initially designated as a Material Subsidiary in a certificate delivered pursuant to Section 5.01(c), in each case if such Person is a Foreign Subsidiary, upon the request of the Administrative Agent, within thirty (30) days (or such longer period of time as the Administrative Agent shall agree) following such date, a pledge agreement or share mortgage in favor of the Administrative Agent, for the benefit of the Holders of Secured Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary with respect to 65% (in vote and value) of all of the outstanding Equity Interests of such Foreign Subsidiary to the extent owned by the Company or a Subsidiary Guarantor; provided, that if at any time any such Foreign Subsidiary issues or causes to be issued Equity Interests, such that the aggregate amount of the Equity Interests of such Foreign Subsidiary pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations is less than 65% (in vote or value) of all of the outstanding Equity Interests of such Foreign Subsidiary to the extent owned by the Company or a Subsidiary Guarantor, the Company shall (A) promptly notify the Administrative Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Administrative Agent may reasonably request all in form and substance reasonably satisfactory to the Administrative Agent, in order to cause all of the Equity Interests of such Foreign Subsidiary owned by the Company and the Subsidiary Guarantors (but not in excess of 65% (in vote or value) of all of the outstanding Equity Interests thereof) to be pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations; provided further, that if at any time any such Foreign Subsidiary redeems or acquires, or causes to be redeemed or acquired, Equity Interests in such Foreign Subsidiary, such that the aggregate amount of the Equity Interests of such Foreign Subsidiary pledged to the Administrative Agent, for the benefit of the Holders of Secured Obligations, would be greater than or equal to 65% (in vote or value) of all of the outstanding Equity Interests of such Person, taking into account such redemption or acquisition, the Company shall (A) notify the Administrative Agent of the intent to effect such redemption or acquisition at least thirty (30) days (or such shorter period of time as the Administrative Agent shall agree) prior to the effectiveness thereof, and (B) the Administrative Agent shall, on or prior to the date of such redemption or acquisition, deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Company may reasonably request, all in form and substance reasonably satisfactory to the Company and the Administrative Agent, evidencing a release of a sufficient number of the Equity Interests of such Foreign Subsidiary, taking into account such redemption or acquisition, from any pledge, mortgage, lien or other encumbrance imposed under the Pledge Agreements, Security Agreement and other Collateral Documents such that, taking into account such Equity Interests redeemed or acquired and such Equity Interests released, the aggregate Equity Interests in such Foreign Subsidiary that remain subject to any such pledge, mortgage or encumbrance do not exceed 65% (in vote or value) of all of the outstanding Equity Interests in such Foreign Subsidiary; and

(c) in any such case as provided above in this Section 5.09 the Company shall deliver or cause to be delivered to the Administrative Agent all such Pledge Agreements, supplements to the Subsidiary Guarantee Agreement, Security Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, UCC financing statements, real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect

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the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto, in each case, subject to the exceptions and limitations set forth in the Loan Documents and Permitted Encumbrances and other Liens permitted under this Agreement.

Notwithstanding the foregoing requirements of this Section 5.09:

(i) all of the Equity Interests of a European Borrower and the Subsidiaries of the Company that directly or indirectly own the Equity Interests of such European Borrower (other than Insight Enterprises C.V.) shall be pledged to the Administrative Agent to secure the Secured Obligations owing by such European Borrower and each other European Borrower; and

(ii) no Receivables Entity shall be required to enter into the Subsidiary Guarantee Agreement, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement or any other Collateral Document or otherwise guaranty the Secured Obligations or grant security interests in its property to the Administrative Agent hereunder or in connection herewith so long as such Receivables Entity is subject to a Permitted Receivables Facility.

Notwithstanding the foregoing requirements of this Section 5.09, the Company shall promptly give notice to the Administrative Agent (which shall promptly deliver such notice to the Lenders) in the event that any real property of any Loan Party qualifies as Mortgaged Real Property. The Loan Parties shall provide all information reasonably requested by the Administrative Agent (or by any Lender upon written notice by such Lender to the Company and the Administrative Agent) to conduct flood due diligence and flood insurance compliance with respect to any Mortgaged Real Property. Notwithstanding anything herein to the contrary, no mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations will be recorded (and neither the Administrative Agent or the Required Lenders shall request that any Loan Party grant such a Lien on such real property) with respect to any real property of the Loan Parties pursuant to this Section 5.09 or under any other Loan Document unless the Lenders shall have received (i) written notice thereof at least 30 days prior to such recording and (ii) the other deliverables required pursuant to the immediately preceding sentence.

SECTION 5.10. Post-Closing Covenant. Notwithstanding the delivery requirements set forth in the Loan Documents, the parties hereto hereby agree to the following timing requirements in respect of the following deliveries: within thirty (30) days of the Effective Date (as such period may be extended by the Administrative Agent in its sole discretion), the Company shall cause to be delivered to the Administrative Agent the documents, certificates and other items set forth in Section I of the list of closing documents set forth in Exhibit B, in each case in form and substance reasonably acceptable to the Administrative Agent.

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ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated (unless such Letters of Credit have been cash collateralized or otherwise backed by another letter of credit, in each case in a manner reasonably satisfactory to the Issuing Bank and the Administrative Agent) and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(a) the Secured Obligations;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals, refinancings and replacements of any such Indebtedness that (unless such excess amount is separately permitted under this Section 6.01) do not increase the outstanding principal amount thereof (other than by the amount of any unpaid accrued or capitalized interest thereon or any fees, premiums or expenses incurred in the extensions, renewals, refinancings and replacements thereof);

(c) Indebtedness owing by (i) the Company to any Subsidiary, (ii) any European Borrower to any Subsidiary, (iii) any Foreign Subsidiary to a European Borrower so long as the aggregate principal amount of all such Indebtedness under this clause (iii) (excluding any Indebtedness in connection with Cash Pooling Arrangements) at no time exceeds $50,000,000 in the aggregate, or (iv) to the extent not governed by clause (i) through (iii), any Subsidiary to the Company or any other Subsidiary; provided, that Indebtedness of any Foreign Subsidiary to the Company or any Subsidiary Guarantor shall be subject to Section 6.04;

(d) Guarantees by (i) the Company of Indebtedness owing by a Subsidiary, (ii) any European Borrower of Indebtedness owing by a Foreign Subsidiary so long as the aggregate principal amount of Indebtedness being guaranteed and subject to this clause (ii) does not exceed $25,000,000 at any time, or (iii) to the extent not governed by clauses (i) or (ii), a Subsidiary of Indebtedness owing by the Company or any other Subsidiary; provided that (A) the Indebtedness so Guaranteed is permitted by this Section 6.01 and (B) Guarantees by the Company or any Subsidiary Guarantor of Indebtedness of any Foreign Subsidiary shall be subject to Section 6.04;

(e) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than by the amount of any unpaid, accrued or capitalized interest thereon or any fees, premiums or interest expenses incurred in the extensions, renewals and replacements thereof); provided, that (i) such Indebtedness is incurred prior to or within 180 days

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after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $25,000,000 at any time outstanding;

(f) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Receivables Facilities; provided, that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate principal amount of $250,000,000 at any time outstanding;

(g) Indebtedness of the Company or any of its Subsidiaries incurred pursuant to Vendor Trade Programs;

(h) Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.09;

(i) Indebtedness of an Acquired Entity existing at the time of the related Permitted Acquisition or other investment permitted under Section 6.04 which was not incurred in contemplation of such Permitted Acquisition or other investment, so long as, determined on a Pro Forma Basis, the addition of such Indebtedness to the consolidated Indebtedness of the Company and its Subsidiaries does not cause an Event of Default under Section 6.10 or any other term or provision of this Agreement;

(j) Indebtedness incurred by the Company or any of its Subsidiaries arising from agreements providing for indemnification related to sales or goods or adjustment of purchase price or similar obligations in any case incurred in connection with the disposition of any business, assets or Subsidiary of the Company;

(k) Indebtedness of the Company or any of its Subsidiaries in respect of workers’ compensation claims, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid, customs, government, judgment, appeal and surety bonds and other obligations of a similar nature, in each case in the ordinary course of business;

(l) Indebtedness representing deferred compensation to employees of the Company or any of its Subsidiaries incurred in the ordinary course of business;

(m) Indebtedness in the form of earn-outs, indemnification, incentive, non-compete, consulting or other similar arrangements and other contingent payments in respect of Permitted Acquisitions or other investments permitted by Section 6.04;

(n) Indebtedness of the Company or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Company or such Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness is promptly repaid;

(o) Indebtedness in respect of Swap Agreements not prohibited hereunder;

(p) Indebtedness of any Loan Party incurred pursuant to Contract Payment Sales;

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(q) Indebtedness owing by Foreign Subsidiaries to non-Affiliates, so long as the aggregate outstanding principal amount thereof at no time exceeds $30,000,000, together with (but without duplication of) all Guarantees thereof by the Company or any Subsidiary thereof;

(r) Indebtedness arising in favor of depositary institutions in respect of currency fluctuations or overdrafts under any Cash Pooling Arrangement, so long as the aggregate outstanding principal amount thereof at no time exceeds $10,000,000;

(s) Indebtedness outstanding under the Channel Finance Credit Agreement, so long as the aggregate outstanding principal amount thereof at no time exceeds $325,000,000; provided, that the aggregate principal amount of the Indebtedness under such Channel Finance Credit Agreement may be increased in an aggregate additional principal amount not to exceed $25,000,000, in accordance with an expansion feature under the Channel Finance Credit Agreement;

(t) other unsecured Indebtedness of the Company or any Subsidiary Guarantor not governed by clauses (a) through (s) of this Section 6.01 so long as (i) (A) the Total Leverage Ratio does not exceed the applicable maximum Total Leverage Ratio set forth in Section 6.10 minus 0.25 and (B) the Company shall be in compliance with the financial covenants set forth in Section 6.10(b) and (c), in each case, determined on a Pro Forma Basis after giving effect to such incurrence and the application of proceeds thereof, recomputed as of the last day for the most recently ended fiscal quarter of the Company for which financial statements are available and (ii) the final scheduled maturity of such Indebtedness is not prior to the date that is 91 days after the Maturity Date;

(u) other Indebtedness not governed by clauses (a) through (t) of this Section 6.01 so long as the aggregate outstanding principal amount thereof at no time exceeds $50,000,000;

(v) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business;

(w) Indebtedness arising as a result of a Dutch CIT Fiscal Unity; and

(x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above.

For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (x) above, the Company shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses.

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SECTION 6.02. Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(a) Permitted Encumbrances;

(b) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) except as otherwise permitted hereunder, such Lien shall secure only those obligations which it secures on the date hereof;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary;

(d) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); provided that individual financings provided by a lender may be cross collateralized to other financings provided by such lender or its affiliates so long as such financings and Liens are otherwise permitted hereunder;

(e) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted under clauses (b), (c) or (d) above; provided, that (i) such Indebtedness is not secured by any additional assets and (ii) except as otherwise permitted hereunder, the amount of such Indebtedness secured by any such Lien is not increased (other than by the amount of any unpaid accrued or capitalized interest thereon or any fees, premiums or expenses incurred in the extensions, renewals, refinancings and replacements thereof);

(f) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.09;

(g) Liens in connection with or to secure Indebtedness permitted under Section 6.01 that arise under Permitted Receivables Facilities or Vendor Trade Programs so long as the parties to each such Permitted Receivables Facility or Vendor Trade Program are bound by, and such Liens are subject to, the Intercreditor Agreement;

(h) Liens that are contractual rights of set-off;

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(i) licenses, sublicenses, leases or subleases granted to or from others that do not interfere in any material respect with the business of the Company and its Subsidiaries taken as a whole;

(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods;

(k) Liens on Contract Payments (and related equipment, as applicable) and related proceeds arising in favor of a Contract Payment Purchaser in connection with a Contract Payment Sale;

(l) Liens securing Indebtedness permitted under Section 6.01(q);

(m) Liens on deposit accounts subject to Cash Pooling Arrangements securing Indebtedness permitted under Section 6.01(r);

(n) Liens securing obligations outstanding under the Channel Finance Credit Agreement so long as (i) Indebtedness under the Channel Finance Credit Agreement is permitted under Section 6.01(s), (ii) such Liens do not extend to (A) any asset of the Company or any Domestic Subsidiary that is not subject to Lien in favor of the Administrative Agent, for the benefit of the Holders of Secured Obligations, or (B) any Equity Interest in, or any asset of, any Foreign Subsidiary and (iii) the parties to the Channel Finance Credit Agreement are bound by, and such Liens are subject to, the Intercreditor Agreement and the Channel Finance Intercreditor Agreement;

(o) other Liens securing obligations in an aggregate outstanding principal amount at any time not to exceed $50,000,000;

(p) assignments or sales of any accounts receivable permitted under Section 6.03(e), (f), (k) or (m);

(q) any interest or title of a lessor under leases (other than leases constituting Capitalized Lease Obligations) entered into by any of the Company or any Subsidiary as lessees in the ordinary course of business; and

(r) Liens arising as a result of a Dutch CIT Fiscal Unity.

SECTION 6.03. Fundamental Changes. The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise make any disposition of its property or the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that:

(a) the Company and its Subsidiaries may purchase and sell inventory in the ordinary course of business;

(b) the Company and its Subsidiaries may sell, transfer or otherwise dispose of excess, damaged, obsolete or worn out assets and scrap in the ordinary course of business;

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(c) the Company and its Subsidiaries may enter into and consummate Permitted Acquisitions and other investments permitted by Section 6.04 (provided that any such Person or division or line of business so acquired is engaged in a type of business that complies with the requirements of the last sentence of this Section 6.03);

(d) (i) any Person may merge into the Company in a transaction where the Company is the survivor thereof, (ii) any Person (other than the Company) may merge into a Subsidiary Guarantor where such Subsidiary Guarantor is the survivor thereof, (iii) any Person (other than the Company or a Subsidiary Guarantor) may merge into any European Borrower where such European Borrower is the survivor thereof, (iv) any Person (other than a Loan Party) may merge into any other Foreign Subsidiary and (v) any Immaterial Subsidiary may merge into any other Immaterial Subsidiary;

(e) (i) the Company may sell or transfer assets to any Subsidiary Guarantor, (ii) any Subsidiary may sell or transfer assets to the Company or any Subsidiary Guarantor, (iii) any European Borrower may sell or transfer assets to any Foreign Subsidiary so long as the aggregate consideration for all such sales and transfers governed by this clause (iii) does not exceed $30,000,000 at any time, and (iv) to the extent not governed by clauses (i) through (iii) above, any Foreign Subsidiary or Immaterial Subsidiary may sell or transfer assets to the Company or any other Subsidiary;

(f) the Company or any Subsidiary may (i) sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate principal amount of $250,000,000) and (ii) sell or discount, in each case without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables);

(g) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Subsidiary that is not a Borrower may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders;

(h) the Company or any Subsidiary may (i) sell or dispose of cash or Permitted Investments in the ordinary course of business, (ii) license intellectual property in the ordinary course of business and (iii) dispose of or abandon intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole;

(i) any sale of assets pursuant to a Sale and Leaseback Transaction permitted by Section 6.09;

(j) any lease or sub-lease of property in the ordinary course of business that would not materially interfere with the required use of such property by the Company or its Subsidiaries;

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(k) any sale or assignment of Contract Payments (and related leased equipment and related receivables and proceeds, as applicable) and any lease of such related equipment pursuant to a Contract Payment Sale;

(l) any Subsidiary (other than a European Borrower) may enter into and consummate any merger, dissolution, liquidation or consolidation, the purpose of which is to effect an asset sale or other disposition otherwise permitted under this Section 6.03; and

(m) the Company or any Subsidiary may engage in a sale, lease, transfer or other disposition of any assets not described above so long as such assets, when taken together with all other assets sold, leased, transferred or otherwise disposed of pursuant to this clause (m) in any fiscal year, does not constitute a Substantial Portion of the assets of the Company and its Subsidiaries.

In addition to the foregoing, the Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business if as a result thereof the general nature of the business of the Company and its Subsidiaries taken as a whole would be substantially changed from the general nature of the business of the Company and its Subsidiaries on the Effective Date.

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each, an “Investment”), except:

(a) Permitted Acquisitions; provided, that the Company shall comply with Section 5.09 following any such Permitted Acquisition within the times required thereby;

(b) Permitted Investments;

(c) existing Investments in Subsidiaries and other investments in existence on the date hereof and described in Schedule 6.04;

(d) Investments made by the Company and the Subsidiaries in Equity Interests in their respective Subsidiaries; provided that the aggregate amount of such investments by the Company and Subsidiary Guarantors in Foreign Subsidiaries (together with outstanding intercompany loans and other Investments permitted under the first proviso to paragraph (e) below and outstanding Guarantees permitted under the first proviso to paragraph (f) below) shall not exceed $150,000,000 at any time outstanding; provided, further, that Investments made by the European Borrowers in Equity Interests in their respective Foreign Subsidiaries shall not exceed $25,000,000 at any time outstanding;

(e) loans or advances and other Investments made by the Company to or in any Subsidiary and made by any Subsidiary to or in the Company or any other Subsidiary; provided that the amount of such loans and advances and other Investments made by the Company and

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Subsidiary Guarantors to or in Foreign Subsidiaries (together with outstanding investments permitted under the first proviso to paragraph (d) above and outstanding Guarantees permitted under the first proviso to paragraph (f) below) shall not exceed $150,000,000 at any time outstanding; provided, further, that loans made by the European Borrowers to Foreign Subsidiaries shall be limited by Section 6.01; and no such loan or advance shall contravene the provisions of Section 151 of the English Companies Act 1985;

(f) Guarantees constituting Indebtedness permitted by Section 6.01; provided that the aggregate principal amount of Indebtedness of Foreign Subsidiaries (excluding the Obligations) that is Guaranteed by the Company or any Subsidiary Guarantor (together with outstanding investments permitted under the first proviso to paragraph (d) above and outstanding intercompany loans permitted under the first proviso to paragraph (e) above) shall not exceed $150,000,000 at any time outstanding; provided, further, that guarantees made by the European Borrowers in respect of Foreign Subsidiaries shall be limited by Section 6.01;

(g) Guarantees by the Company or any Subsidiary of operating leases or of other obligations that do not constitute Indebtedness, in each case entered into by the Company or any Subsidiary in the ordinary course of business;

(h) accounts receivable and extensions of trade credit in the ordinary course of business;

(i) Investments of the Company or any Subsidiary under Swap Agreements permitted hereunder;

(j) loans and advances to employees, officers and directors of the Company or any of its Subsidiaries in the ordinary course of business in an aggregate principal amount (for the Company and all Subsidiaries) not to exceed $2,500,000 at any one time outstanding;

(k) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(l) Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business not to exceed $2,500,000 at any one time outstanding;

(m) other Investments (whether in capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing), loans or advances, Guarantees or other investments and interests) not exceeding $50,000,000 at any time outstanding (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective investment not to exceed the original amount invested);

(n) so long as no Default exists at the time thereof, other Investments (whether in capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing), loans or advances, Guarantees or other investments

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and interests), so long as on the date of such Investment, giving effect to any such Investment, the Total Leverage Ratio does not exceed 2.25 to 1.00 (determined on a Pro Forma Basis after giving effect to the applicable Investment, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available);

(o) promissory notes and other noncash consideration received by the Company or any Subsidiary in connection with any disposition permitted hereunder;

(p) so long as no Default exists at the time thereof, Investments to the extent that payment for such Investments is made with Qualified Equity Interests of the Company or with net proceeds of any issuance of Qualified Equity Interests of the Company; and

(q) Investments made by any Loan Party to any Subsidiary that is not a Loan Party consisting of intercompany advances arising from cash management, tax and accounting operations of the Company and it Subsidiaries, not to exceed $20,000,000 in the aggregate at any time outstanding.

SECTION 6.05. Swap Agreements. The Company will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Company or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Company or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates with respect to any interest-bearing liability or investment of the Company or any Subsidiary.

SECTION 6.06. Restricted Payments. The Company will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Company may declare and make Restricted Payments with respect to its Equity Interests payable solely in additional shares of its common stock, (b) (i) Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests, and (ii) a Subsidiary may make distributions to allow for the payment of any U.S. federal, state, local, or non-U.S. Taxes (including UK Tax) that are due and payable by any group of corporations that includes the Subsidiary and with which the Subsidiary joins in filing any consolidated, combined, unitary, or similar tax returns, determined as if the Subsidiary filed such tax returns separately as the parent of an affiliated (or similar) group that included the Subsidiary and its subsidiaries, (c) so long as no Default exists at the time thereof, the Company may redeem, repurchase, acquire or retire (i) any of its outstanding Equity Interests during the term of this Agreement so long as the Total Leverage Ratio is less than 2.25 to 1.00 (determined on a Pro Forma Basis after giving effect to the applicable redemption, repurchase, acquisition or retirement, recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available) and (ii) to the extent the Company is unable to satisfy the Total Leverage Ratio requirement set forth in the foregoing clause (i), any of its outstanding Equity Interests during the term of this Agreement in an aggregate amount not to exceed $100,000,000 (with the understanding that this $100,000,000 basket is separate from the basket provided in the foregoing clause (i) and only available when the clause (i) basket is unavailable), and (d) the Company may declare and pay distributions and dividends on its Equity Interests; provided, that, with respect to the foregoing clause (d), (1) no Default shall exist immediately before or immediately after giving effect to such distributions and dividends or be

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created as a result thereof and (2) each cash dividend declared by the Company shall be made within 90 days of the declaration thereof.

SECTION 6.07. Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are on terms substantially as favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and any of its Subsidiaries not involving any other Affiliate that are otherwise permitted hereunder, (c) transactions between or among the Foreign Subsidiaries not involving any other Affiliate, (d) reasonable and customary fees and indemnities paid to members of the boards of directors or other governing body of the Company and its Subsidiaries, (e) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership or other employee benefit plans or programs approved by the board of directors of the Company (including an authorized committee thereof), (f) the grant of stock options, restricted stock, other stock-based awards or similar rights to officers, employees, consultants and directors of the Company pursuant to plans approved by the board of directors of the Company (including an authorized committee thereof) and the payment of amounts or the issuance of securities pursuant thereto; and (g) any transaction expressly permitted under this Article VI.

SECTION 6.08. Restrictive Agreements; Receivables Entities. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Administrative Agent, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification, in each case expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or other assets that are to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to a Permitted Receivables Facility or Vendor Trade Programs or to customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (vii) the foregoing shall not apply to restrictions and conditions imposed by

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the Channel Finance Loan Documents, (viii) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Company or any Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Subsidiary or the agreements being assumed and (ix) the foregoing shall not apply to restrictions or conditions imposed by an agreement evidencing Indebtedness permitted under this Agreement so long as such restrictions and conditions permit the financings evidenced by the Loan Documents (including all grants of Collateral in connection herewith and all payments of principal, interest, fees, costs and expenses required hereby), and so long as such restrictions and conditions, taken as a whole, are not more restrictive or limiting than those set forth in the Loan Documents (with the understanding that customary covenants in public debt or Rule 144A offerings shall not be deemed to be more restrictive). No Receivables Entity shall be bound by any provision of this Article VI so long as it constitutes a Receivables Entity and is subject to a Permitted Receivables Facility.

SECTION 6.09. Sale and Leaseback Transactions. The Company will not, and will not will permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for (i) those properties listed in Schedule 6.09, (ii) those assets approved by the Administrative Agent in its reasonable discretion, and (iii) any other sale or transfer of any fixed or capital assets by the Company or any Subsidiary; provided, however, that the aggregate outstanding principal amount of Attributable Debt resulting from such transactions under this clause (iii) shall not exceed $50,000,000 at any time.

SECTION 6.10. Financial Covenants.

(a) Maximum Total Leverage Ratio. As of the last day of each fiscal quarter of the Company, the Total Leverage Ratio shall not exceed 3.00 to 1.00; provided, that after a Qualified Acquisition has been consummated, the Total Leverage Ratio shall not exceed (i) 3.50 to 1.00 as of the last day of any fiscal quarter for the four fiscal quarter period beginning with the fiscal quarter in which a Qualified Acquisition is consummated (the “First Period”), (ii) 3.25 to 1.00 as of the last day of any fiscal quarter for the four fiscal quarter period immediately succeeding the First Period and (iii) reverting to 3.00 to 1.00 as of the last day of any fiscal quarter ending thereafter.

(b) Minimum Fixed Charge Coverage Ratio. As of the last day of each fiscal quarter of the Company, the Fixed Charge Coverage Ratio shall not be less than 1.25 to 1.00.

(c) Minimum Receivables Amount. As of the last day of each fiscal quarter of the Company, the Receivables Amount shall not be less than or equal to the aggregate outstanding principal amount of Consolidated Funded Indebtedness at such time (the “Minimum Receivables Test”).

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SECTION 6.11. Channel Finance Loan Documents. The Company shall cause (i) the Channel Finance Collateral (as defined in the Channel Finance Intercreditor Agreement) to be identical in scope to the Collateral (other than with respect to Foreign Assets) and (ii) the obligors on the Channel Finance Obligations (as defined in the Channel Finance Intercreditor Agreement) to be identical in scope to the obligors on the Secured Obligations (other than with respect to Foreign Subsidiaries). The Company shall provide the Administrative Agent with a copy of any new material Channel Finance Loan Document or any material amendment, waiver, consent, or other modification to or under any material Channel Finance Loan Document no later than five (5) Business Days after its effectiveness (or such longer period as the Administrative Agent may agree).

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) (i) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) the Company shall fail to pay any reimbursement obligation in respect of any LC Disbursement within three Business Days after the date the same shall become due and payable;

(b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;

(c) any representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) any Borrower shall fail to observe or perform any covenant or agreement contained in Section 5.02(a), 5.03 (solely with respect to any Borrower’s existence), 5.08, 5.10 or in Article VI;

(e) any Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement or in any other Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Company;

(f) the Company or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and

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as the same shall become due and payable (subject to any applicable grace period with respect thereto, if any, set forth in the agreement evidencing such Material Indebtedness);

(g) any event or condition (other than, with respect to Indebtedness consisting of a Swap Agreement, termination events or equivalent events pursuant to the terms of such Swap Agreement not arising as a result of a default by the Company or any Subsidiary thereunder) occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) Indebtedness which has been converted into Qualified Equity Interests in accordance with its terms and such conversion is permitted hereunder, (iii) any breach or default that is (x) remedied by the Company or the applicable Subsidiary or (y) waived (including in the form of an amendment) by the required holders of the applicable item of Indebtedness, in either case, (x) prior to acceleration of Loans and Commitments pursuant to this Article VII and (y) so long as after giving effect to such waiver or remedy the holders of the applicable item of Indebtedness or any trustee or agent on its or their behalf may no longer cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, or (iv) any voluntary termination of the Channel Finance Credit Agreement pursuant to Section 3.2.1 thereof;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of the Company or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, administrative, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unwithdrawn for 90 days or an order or decree approving or ordering any of the foregoing shall be entered or, with respect to the Dutch Borrower, such proceeding can no longer be dismissed (in kracht van gewijsde);

(i) the Company or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment or arrangement for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

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(j) the Company or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more final judgments for the payment of money in an aggregate amount in excess of $20,000,000 (to the extent not paid or covered by a valid and binding policy of insurance in favor of the Company or the applicable Subsidiary with respect to which the related insurer has been notified of a claim for payment and has not disputed such claim) shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed;

(l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred and are continuing, would reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $20,000,000;

(m) a Change in Control shall occur;

(n) any material provision of any Loan Document shall fail to remain in full force or effect against the Company or any Subsidiary or any action shall be taken or shall be failed to be taken by the Company or any Subsidiary to discontinue or to assert the invalidity or unenforceability of, or which results in the discontinuation or invalidity or unenforceability of, any Loan Document or any Lien in favor of the Administrative Agent under the Loan Documents (with respect to Collateral having an aggregate book value in excess of $20,000,000), or such Lien (with respect to Collateral having an aggregate book value in excess of $20,000,000) shall not have the priority contemplated by the Loan Documents, in each case except (i) as a result of the sale, transfer or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents, (ii) any action taken by the Administrative Agent to release any such security interest in compliance with the provisions of this Agreement or any other Loan Document, or (iii) as a result of the Administrative Agent’s failure to maintain possession of any stock certificates or other instruments delivered to it under a Loan Document; or

(o) any of the Borrowers or the Subsidiaries shall have been notified that any of them has, in relation to a Foreign Pension Plan, incurred a debt or other liability under section 75 or 75A of the United Kingdom Pensions Act 1995, or has been issued with a contribution notice or financial support direction (as those terms are defined in the United Kingdom Pensions Act 2004), or otherwise is liable to pay any other amount in respect of Foreign Pension Plans, in each case, that would reasonably be expected to result in a Material Adverse Effect;

then, and in every such event (other than an event with respect to a Loan Party described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any such principal or face amount not so declared to be due and payable or required to be prepaid may thereafter be declared to be due and payable or required to be prepaid), and thereupon the

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principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to a Loan Party described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

ARTICLE VIII

The Administrative Agent

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02), (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, or shall be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity, (d) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of England and Wales, the obligations and liabilities of the Administrative Agent to the Credit Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law, and (e) to the extent that English law is applicable to the duties of the Administrative Agent under any of the Loan Documents, Section 1 of the Trustee Act 2000 of the United Kingdom shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by that Loan Document, where there are inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 of the United Kingdom and the provisions of this Agreement or such Loan Document, the

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provisions of this Agreement shall, to the extent permitted by applicable law, prevail and, in the case of any inconsistency with the Trustee Act 2000 of the United Kingdom, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000 of the United Kingdom. Nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) or in the absence of its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by a Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vi) the perfection or priority of any Lien securing the Obligations.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Company. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company (which consent shall not be required if an Event of Default has occurred and is continuing under clauses (a), (b), (h), (i) or (j) of Article VII) to appoint a successor. If no successor shall have been so appointed by the Required

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Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 11.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as the Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

In its capacity, the Administrative Agent is a “representative” of the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into the Collateral Documents and to take all action contemplated thereby. Each Lender agrees that no one (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. In the event that any collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such collateral in favor of the Administrative Agent on behalf of the Lenders. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to permit the release of any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 11.02(c); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Documents; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of collateral pursuant hereto.

The Company may request that the Administrative Agent release its security interest in Receivables originated by any Subsidiary merging into a Receivables Seller. If the

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Company delivers a written certification to the Administrative Agent certifying that (i) no Event of Default is then outstanding, (ii) the applicable Subsidiary (or its successor) has merged (or substantially concurrently therewith is merging) with a Receivables Seller, with a Receivables Seller being the survivor thereof, and (iii) such Receivables, once released from the Administrative Agent’s security interest, will qualify as eligible receivables (subject to the requirements and conditions for qualification contained in the applicable Permitted Receivables Facility Documents) under a Permitted Receivables Facility, then the Administrative Agent shall promptly after its receipt of such written certification release its security interest in such Receivables. Prior to giving effect to any such release, the Administrative Agent shall be entitled to receive copies of the documentation evidencing any such merger (including documentation certified by the applicable secretary of state or comparable Governmental Authority). No such release shall occur if an Event of Default is then outstanding.

Each Lender hereby authorizes the Administrative Agent on the Effective Date to enter into Amendment No. 1 to Amended and Restated Intercreditor Agreement, dated as of the date hereof, among the Company, the Administrative Agent and the Channel Finance Collateral Agent and to take all actions with respect to the Channel Finance Intercreditor Agreement (as amended), as contemplated hereunder or thereunder.

The Dutch Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount payable by it and the UK Borrower from time to time in respect of their Secured Obligations. This payment undertaking of the Dutch Borrower to the Administrative Agent is hereinafter to be referred to as the “Dutch Parallel Debt”.

The Dutch Parallel Debt will be payable in the currency or currencies of the corresponding Secured Obligations.

Any obligation under the Dutch Parallel Debt shall become due and payable (opeisbaar) as and when and to the extent one or more of the corresponding Secured Obligations become due and payable. The parties hereto agree that a Default in respect of the Secured Obligations entered into by the Dutch Borrower or the UK Borrower shall constitute a default (verzuim) within the meaning of Article 3:248 Dutch Civil Code with respect to the Dutch Parallel Debt as well without any notice being required therefor.

Each of the parties hereto acknowledges that:

(i) each Dutch Parallel Debt constitutes an undertaking, obligation and liability of the Dutch Borrower to the Administrative Agent which is separate and independent from, and without prejudice to, the Secured Obligations; and

(ii) each Dutch Parallel Debt represents the Administrative Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of the Dutch Parallel Debt from the Dutch Borrower,

it being understood that the amount which may become payable by the Dutch Borrower, respectively, as the Dutch Parallel Debt shall never exceed the total of

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the amounts which are payable by it and the UK Borrower under the Secured Obligations.

For the avoidance of doubt, the Dutch Borrower, the UK Borrower and the Administrative Agent confirm that the claims of the Administrative Agent against the Dutch Borrower in respect of the Dutch Parallel Debt and the claims of any one or more of the Holders of Secured Obligations against the Dutch Borrower and the UK Borrower in respect of the Secured Obligations payable by the Dutch Borrower and the UK Borrower to such Holders of Secured Obligations do not constitute common property (gemeenschap) within the meaning of article 3:166 Dutch Civil Code and that the provisions relating to common property shall not apply. If, however, it shall be held that such claim of the Administrative Agent and such claims of any one or more of the Holders of Secured Obligations do constitute common property and the provisions relating to common property do apply, the parties agree that the applicable provisions of the Credit Agreement and the Intercreditor Agreement shall constitute the administration agreement (beheersregeling) within the meaning of article 3:168 Dutch Civil Code.

To the extent the Administrative Agent irrevocably (onaantastbaar) receives any amount in payment of any Dutch Parallel Debt, the Administrative Agent shall distribute such amount among the Holders of Secured Obligations that are creditors of the corresponding Secured Obligations in accordance with the applicable provisions of the Credit Agreement and the Intercreditor Agreement. The Dutch Borrower, the UK Borrower and the Administrative Agent agree that upon irrevocable receipt by the Administrative Agent of any amount in payment of the Dutch Parallel Debt (a “Received Amount”), the corresponding Secured Obligations shall be reduced by amounts totaling an amount equal to the Received Amount (a “Deductible Amount”) in the manner as if the Deductible Amount were received as payment of the relevant Secured Obligations on the date of receipt by the Administrative Agent of the Received Amount.

The parties hereto acknowledge and agree that, for purposes of a Dutch pledge, any resignation by the Administrative Agent is not effective until its rights under the Dutch Parallel Debt are assigned to the successor Administrative Agent.

No Person identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Syndication Agent”, “Documentation Agent” or a “Lead Arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, if such Person is a Lender, those applicable to all Lenders as such. Without limiting the foregoing, no Person identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Syndication Agent”, “Documentation Agent” or a “Lead Arranger” shall have or be deemed to have any fiduciary duty to or fiduciary relationship with any Lender. In addition to the agreement set forth above, each of the Lenders acknowledges that it has not relied, and will not rely, on any Person so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

With respect to any Collateral Documents governed by the laws of France, each Lender and the Issuing Bank hereby appoint, pursuant to the provisions of Article 2328-1 of the French Civil Code, the Administrative Agent to take, register, administer and enforce any security interest which is expressed to be governed by the laws of France for the account of the

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Lenders and such Issuing Bank and such Lenders and the Issuing Bank further confirm that their Affiliates accept such appointment by separate deed.

For the purposes of taking and ensuring continuing validity of any Collateral Documents governed by the laws of Germany, the Company agrees to enter into or, as the case may be, to confirm a separate German-law governed parallel debt undertaking. The Administrative Agent shall administer and hold as fiduciary agent (Treuhänder) such parallel debt undertaking and any security interest which is expressed to be governed by the laws of Germany, in each case in its own name and for the account of the Administrative Agent, the Lenders and the Issuing Bank. With respect to any Collateral Documents governed by the laws of Germany, each Lender and the Issuing Bank hereby authorizes in its own name and on its own behalf the Administrative Agent to take, register, administer and enforce any security interest and to agree to execute and release the Collateral Documents governed by the laws of Germany and to amend, supplement, and otherwise modify any such document (including the execution of any lower ranking pledge document). The Administrative Agent is released from the restrictions under §181 of the German Civil Code or comparable provisions of foreign law and has the right to delegate this power of attorney.

The Holders of Secured Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other applicable jurisdictions, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Credit Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Credit Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without

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giving effect to the limitations on actions by the Required Lenders contained in Section 11.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Credit Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Credit Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Credit Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Credit Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Credit Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Credit Party shall execute such documents and provide such information regarding the Credit Party (and/or any designee of the Credit Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

ARTICLE IX

Collection Allocation Mechanism

SECTION 9.01. Implementation of CAM. (a) On the CAM Exchange Date, (i) the Revolving Commitments shall automatically and without further act be terminated as provided in Article VII and (ii) the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Revolving Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each Designated Obligation. Each Revolving Lender, each person acquiring a participation from any Revolving Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Revolving Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Revolving Lenders after giving effect to the CAM Exchange, and each Revolving Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Revolving Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.

(b) As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect

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of the Designated Obligations shall be distributed to the Revolving Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph).

(c) In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement by the Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Revolving Lender shall, in accordance with Section 2.05(d), promptly purchase from the Issuing Bank a participation in such LC Disbursement in the amount of such Revolving Lender’s Tranche Percentage of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Revolving Lenders, and the Revolving Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Revolving Lender shall own an interest equal to such Revolving Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Revolving Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each LC Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Revolving Lenders and their successors and assigns in respect of the Designated Obligations held by such Persons and shall be conclusive absent manifest error.

Nothing in this Article shall prohibit the assignment by any Revolving Lender of interests in some but not all of the Designated Obligations held by it after giving effect to the CAM Exchange; provided, that in connection with any such assignment such Revolving Lender and its assignee shall enter into an agreement setting forth their reciprocal rights and obligations in the event of a redetermination of the CAM Percentages as provided in the immediately preceding paragraph.

ARTICLE X

Guarantee

SECTION 10.01. Company Guaranty. In order to induce the Lenders to extend credit to the European Borrowers hereunder, the Company hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of such European Borrowers. The Company further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation.

The Company waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company under this Section 10.01 shall not be affected by (a) the failure of the Administrative Agent, the Issuing Bank or any Lender to

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assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement, any Banking Services Agreement, any other Loan Document, any Swap Agreement or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement or other or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Borrower or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act (other than payment of the Obligations), omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Company to subrogation.

The Company further agrees that its agreement under this Section 10.01 constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any Borrower or any other Person.

The obligations of the Company under this Section 10.01 shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise.

The Company further agrees that its obligations under this Section 10.01 shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right or setoff) is rescinded, or is or must otherwise be restored by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its direction).

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In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any European Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. The Company further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or any Lender, disadvantageous to the Administrative Agent or such Lender in any material respect, then, at the election of the Administrative Agent, the Company shall make payment of such Obligation in US Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent and each Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.

Upon payment by the Company of any sums as provided above, all rights of the Company against any European Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by such European Borrower to the Administrative Agent and the Lenders.

Nothing shall discharge or satisfy the liability of the Company under this Section 10.01 except the full performance and payment in cash of the Secured Obligations.

SECTION 10.02. European Borrowers’ Guaranty. In order to induce the Lenders to extend credit to the European Borrowers hereunder, each European Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of each other European Borrower. Each European Borrower further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee under this Section 10.02 notwithstanding any such extension or renewal of any such Obligation.

Each European Borrower waives presentment to, demand of payment from and protest to any European Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each European Borrower under this Section 10.02 shall not be affected by (a) the failure of the Administrative Agent, the Issuing Bank or Lender to assert any claim or demand or to enforce any right or remedy against any European Borrower under the provisions of this Agreement, any Banking Services Agreement, any Swap Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or

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modification of, or release from, any of the terms or provisions of this Agreement, any Banking Services Agreement, any Swap Agreement or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any European Borrower or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any European Borrower or any other guarantor of any of the Obligations, for any reason related to this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such European Borrower or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act (other than payment of the Obligations), omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such European Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such European Borrower to subrogation.

Each European Borrower further agrees that its agreement under this Section 10.02 constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any European Borrower or any other Person.

The obligations of each European Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations), and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise.

Each European Borrower further agrees that its obligations under this Section 10.02 shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right or setoff) is rescinded, or is or must otherwise be restored by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any European Borrower or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its direction).

In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against any European Borrower by virtue hereof, upon the failure of any other European Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after

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notice of prepayment or otherwise, each European Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent or the any Lender, forthwith pay, or cause to be paid, to the Administrative Agent or such Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon. Each European Borrower further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent or any Lender, disadvantageous to the Administrative Agent or such Lender in any material respect, then, at the election of the Administrative Agent, each European Borrower shall make payment of such Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and, as a separate and independent obligation, shall indemnify the Administrative Agent and each Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.

Upon payment by each European Borrower of any sums as provided above, all rights of such European Borrower against any other European Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations owed by such European Borrower to the Administrative Agent and the Lenders.

Nothing shall discharge or satisfy the liability of any European Borrower hereunder except the full performance and payment of the Obligations.

Each European Borrower irrevocably and unconditionally and jointly and severally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any European Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Section 10.02 on the date when it would have been due (but so that the amount payable by such European Borrower under this indemnity will not exceed the amount it would have had to pay under this Section 10.02 if the amount claimed had been recoverable on the basis of a guaranty).

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ARTICLE XI

Miscellaneous

SECTION 11.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to any Borrower, to:

c/o Insight Enterprises, Inc.

6820 South Harl Avenue

Tempe, Arizona 85283

Attn: Glynis Bryan

Phone: (480) 333-3390

Fax: (480) 760-8894

With a copy to:

6820 South Harl Avenue

Tempe, Arizona 85283

Attn: General Counsel

Phone: (480) 333-3049

Fax: (480) 760-8341

(ii) if to the Administrative Agent,

(A) except as set forth in clause (B) below, to:

JPMorgan Chase Bank, N.A., Loan and Agency Services Group

10 South Dearborn,

Chicago, IL 60603-2003

Attn: Antwuan Johnson

Fax: (844) 490-5663

Email: jpm.agency.cri@jpmorgan.com

With a copy to:

JPMorgan Chase Bank, N.A.

560 Mission Street, 19th Floor

San Francisco, CA 94105

Attention of Caitlin Stewart

Fax: (415) 367-4725

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(B) in the case of notices pursuant to Article II with respect to Borrowings denominated in Alternative Currencies, to:

J.P. Morgan Europe Limited,

25 Bank Street, Canary Wharf

London E14 5JP,

Attention of The Manager, Loan & Agency Services

Fax: +44-207-777-2360

(with a copy to the address specified clause (A) above);

(iii) if to JPMorgan Chase Bank, National Bank, as the Issuing Bank, to:

JPMorgan Chase Bank, N.A., Loan and Agency Services Group

10 South Dearborn,

Chicago, IL 60603-2003

Attn: Antwuan Johnson

Fax: (844) 490-5663

Email: jpm.agency.cri@jpmorgan.com

With a copy to:

JPMorgan Chase Bank, N.A.

560 Mission Street, 19th Floor

San Francisco, CA 94105

Attention of Caitlin Stewart

Fax: (415) 367-4725

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Issuing Bank, the Administrative Agent and the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent or the applicable Lender, as the case may be. The Administrative Agent, the Issuing Bank or the Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 11.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power

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hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall:

(i) increase any Commitment of any Lender without the written consent of such Lender;

(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder of any Lender, without the written consent of such Lender;

(iii) postpone the date of any scheduled payment (if any) of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment of any Lender, without the written consent of such Lender;

(iv) change Section 2.05(c) or otherwise amend this Agreement in any manner that would permit Letters of Credit having an expiration date later than that specified in Section 2.05(c) without the written consent of each US Tranche Lender;

(v) change Section 2.20(b) or (c) or any other provision providing for the pro rata nature of disbursements by or payments to Lenders, in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender (it being understood that neither (A) any increase (or any amendment effecting any increase) in the total US Tranche Revolving Commitments or European Tranche Commitments pursuant to Section 2.09, nor (B) any agreement (or amendment effecting any agreement) of any Lender to extend the maturity of it Commitments or Loans (including, without limitation, any agreement of any Revolving Lender to extend the maturity of its

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Revolving Commitments or Revolving Loans pursuant to Section 2.04) beyond the Maturity Date shall be deemed to alter such pro rata sharing of payments);

(vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender;

(vii) release the Company or all or substantially all of the Subsidiary Guarantors from, its or their obligations under Article X or the Subsidiary Guarantee Agreement without the written consent of each Lender;

(viii) unless otherwise permitted hereunder, release all or substantially all of the Collateral without the written consent of each Lender;

(ix) change any provisions of Article IX without the written consent of each Lender;

(x) (A) add any additional Subsidiary of the Company as a Borrower under any Tranche without the written consent of each Lender under the applicable Tranche or (B) amend the definition of “Alternative Currency” without the consent of each European Tranche Lender; or

(xi) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Tranche differently than those of Lenders holding Loans of any other Tranche without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Tranche;

provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be, and (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the US Tranche Lenders (but not the European Tranche Lenders) or the European Tranche Lenders (but not the US Tranche Lenders), may be effected by an agreement or agreements in writing entered into by the Company and requisite percentage in interest of the affected Tranche of Lenders. Notwithstanding the foregoing, (a) any amendment to this Agreement solely for the purpose of effecting a Tranche Increase or an Incremental Term Loan pursuant to Section 2.09 may be entered into by the Company and any other relevant Borrower, the Administrative Agent, any Lender that has agreed to increase its Commitment in the relevant Tranche or provide an Incremental Term Loan, as applicable, and any Augmenting Lender that has agreed to have a Commitment in the relevant Tranche or provide an Incremental Term Loan, as applicable, and any Assuming Lender that has agreed to have a Commitment in the relevant Tranche or provide an Incremental Term Loan, as applicable, and without the consent or approval of any other party, and (b) the Administrative Agent and the Company may, in their sole discretion and with their mutual

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consent (but without the consent or approval of any other party), amend, modify or supplement any provision of this Agreement or any other Loan Document to cure any ambiguity, omission, mistake, error, defect or inconsistency, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to any Loan Documents if, in the case of this clause (b), the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof (provided that, if the Required Lenders make such objection in writing, such amendment, modification or supplement shall not become effective without the consent of the Required Lenders).

(c) The Lenders hereby irrevocably authorize the Administrative Agent to, and the Administrative Agent shall, release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all Commitments, the expiration or termination of all Letters of Credit and payment and satisfaction in full in cash of all Secured Obligations (other than Secured Obligations in respect of Swap Agreements and Banking Services Obligations not then due and contingent indemnification obligations not then due), (ii) constituting property being sold, transferred or otherwise disposed of if the Company certifies to the Administrative Agent that such sale, transfer or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to the Company or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

SECTION 11.03. Expenses; Indemnity; Damage Waiver. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with any Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, however, that in no event shall the Company be required to reimburse (A) in the case of clause (i) above, more than one counsel to the Administrative Agent and its Affiliates, taken as a whole (and up to one local counsel in each applicable jurisdiction), (B) in the case of clause (ii) above, more than one counsel for the Issuing Bank and (C) in the case of clause (iii) above,

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more than one counsel for the Administrative Agent, Issuing Bank and the Lenders, taken as a whole, and one local counsel in each applicable jurisdiction, taken as a whole and one counsel for all of the other Lenders unless, only with respect to clause (iii) hereof, a Lender or its counsel determines that it would create actual or potential conflicts of interest to not have individual counsel, in which case each Lender subject to the conflict may have its own single counsel for all such Lenders subject to the conflict, taken as a whole, which shall be reimbursed in accordance with the foregoing.

(b) The Company shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability arising out of the operations or properties of the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Company or any other Loan Party or its or their respective equity holders, Affiliates, creditors or by any other Person and whether or not based on contract, tort or any other theory, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses to have resulted from (A) (1) the gross negligence or willful misconduct of such Indemnitee (or such Indemnitee’s Related Parties) or (2) a material breach by such Indemnitee (or such Indemnitee’s Related Parties) or the Administrative Agent of any of their obligations under the Loan Documents, in each case as determined by a court of competent jurisdiction by final and non-appealable judgment, or (B) a dispute that does not involve the Company or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity as the Administrative Agent, an Issuing Bank, a joint lead arranger or a joint bookrunner); provided, however, that in no event shall the Company be required to indemnify such Indemnitees for more than one counsel to the Administrative Agent and all of the Lenders, taken as a whole (and, if necessary, up to one local counsel in each applicable jurisdiction for the Administrative Agent and all of the Lenders, taken as a whole), and in the case of a conflict of interest where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, expenses of one additional firm of counsel for all such affected Indemnitees, taken as a whole.

(c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent and each Revolving Lender

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severally agrees to pay to the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such; and provided further that payment of any amount by any Lender pursuant to this paragraph (c) shall not relieve the Company of its obligation to pay such amount, and such Lender shall have a claim against the Company for such amount. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum (without duplication) of the total Exposures and unused Commitments at the time.

(d) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee or any Loan Party or Subsidiary, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable not later than ten (10) days after written demand (accompanied by reasonable back-up documentation) therefor.

SECTION 11.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than to an Ineligible Institution or a Disqualified Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Company; provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing under clauses (a), (b), (h), (i), (j) and, solely with respect to a breach of Section 6.10, clause (d) of Article VII, any other assignee; provided further that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by

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written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and

(B) the Administrative Agent and, in the case of any assignment in respect of the US Tranche, each Issuing Bank.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than the US Dollar Equivalent of $5,000,000 (in the case of Revolving Commitments and Revolving Loans under any Tranche) or $1,000,000 (in the case of a Term Loan), unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Tranche of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders;

(D) the assignee, if it is not already a Lender, hereby represents and warrants for the benefit of the Borrowers, the Administrative Agent and the Lenders that, as of the date of such assignment, it will comply with Section 2.17(e), (f) and (i) and, as applicable, Section 2.18, with respect to withholding tax on payments by the Borrowers;

(E) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Subsidiaries and their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;

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(F) each Foreign Lender shall deliver to each Borrower that is a resident for tax purposes in the United States of America and the Administrative Agent a complete Form W-8BEN or IRS Form W-8BEN-E (or other applicable Form W-8) prior to the effectiveness of the applicable assignment (with the understanding that such assignment shall not be effective unless such form is delivered or such condition is otherwise waived by such Borrower and the Administrative Agent); and

(G) except in the case of an assignment to a Lender that has already extended a Loan to the Dutch Borrower, the amount of any assignment with respect to a Loan to the Dutch Borrower shall only be permitted if such person is a Non-Public Lender.

For the purposes of this Section 11.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Parent, (c) the Company, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17, 2.18, 2.19 and 11.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans, and principal amount of LC Disbursements owing to, each Lender pursuant to the

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terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(d) or (e), 2.06(b), 2.20(d) or 11.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of any Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution or a Disqualified Institution in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 11.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16, 2.17, 2.18 and 2.19 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.20(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16, 2.17, 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. A

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Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 or 2.18 unless the Company is notified of the participation sold to such Participant and such Participant undertakes, for the benefit of the Borrowers, to comply with Section 2.17(e) and (f) and, as applicable, Section 2.18, as though it were a Lender.

(iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of each Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commitments, Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments or Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or a Federal Home Loan Bank, and this Section shall not apply to any such pledge or assignment of a security interest with the exception of Section 11.04(b)(ii)(G); provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) Notwithstanding anything in this Section 11.04 to the contrary, no Participant shall obtain any rights to enforce any provision of this Agreement against the Company or any European Borrower unless and until the Participant furnishes the Company identifying information reasonably satisfactory to the Company and agrees to be identified in the Register with respect to its participation in the same manner as Loans and Commitments are maintained in the Register hereunder.

(f) Disqualified Institutions.

(i) Notwithstanding anything to the contrary set forth in this Agreement, (x) the Company shall promptly notify the Administrative Agent at any time a Financial Officer of the Company becomes aware of an existing or prospective Lender constituting a Disqualified Institution and (y) Disqualified Institutions (1) will not (a) have the right to receive information, reports or other materials provided to Lenders by the Borrowers, the Administrative Agent or any other Lender, (b) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (c) access any electronic site established

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for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (2) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter.

(ii) If any assignment or participation is made to any Disqualified Institution without the Company’s prior written consent in violation of this Section 11.04, the Company may, at its sole expense and effort, upon notice to such Disqualified Institution and the Administrative Agent, require such Disqualified Institution to assign to one or more assignees, without recourse, all of its interest, rights and obligations under this Agreement in accordance with and subject to the restrictions contained in this Section 11.04. Notwithstanding anything to the contrary herein, the Company retains the right to take legal action and seek compensation against any Lender who assigned any Commitments, Loans or participation to any Disqualified Institution, in violation of this Section 11.04.

(iii) Notwithstanding anything to the contrary set forth herein, (x) the Administrative Agent may provide the contents of the DQ List to any Lender, Participant, or any prospective assignee or Participant, (y) the Administrative Agent shall not be liable for any loss, cost or expense resulting from any assignment or participation made to or held by a Disqualified Institution, and (z) the Administrative Agent shall not have any duty to ascertain, monitor or enforce compliance by any Lender, Participant, or any prospective assignee or Participant of the DQ List. Notwithstanding anything to the contrary set forth in this Agreement, if the Company consents in writing to an Assignment and Assumption to any Person, such Person shall not be considered a Disqualified Institution, whether or not they would otherwise be considered a Disqualified Institution pursuant to this Agreement.

SECTION 11.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17, 2.18, 2.19, 11.03 and 11.12 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the

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Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION 11.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall be deemed an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto as of the Effective Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement 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 Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.

SECTION 11.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 11.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower against any of and all the Secured Obligations of such Borrower now or hereafter existing and held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in

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trust for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off and application made by such Lender or Affiliate; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be binding (subject to appeal as provided by applicable law) and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction.

(c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.01, and each of the Borrowers hereby appoints the Company as its agent for service of process. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY

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OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 11.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 11.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (in which case the Administrative Agent, the Issuing Bank or such Lender, as applicable, agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform the Company promptly thereof prior to disclosure), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, the Issuing Bank or such Lender, as applicable, agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform the Company promptly thereof prior to disclosure), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, (1) other than, to the Administrative Agent’s actual knowledge, a Disqualified Institution, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (g) with the consent of the Company or (h) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Company. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 11.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 11.13. Conversion of Currencies.

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of each Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrowers contained in this Section 11.13 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

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SECTION 11.14. USA Patriot Act; European “Know Your Customer” Checks.

(a) Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies each Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Patriot Act.

(b) If (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; (ii) any change in the status of a Borrower after the date of this Agreement; or (iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer, obliges the Administrative Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Borrower shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Administrative Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement and the other Loan Documents. Each Lender shall promptly upon the request of the Administrative Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself) in order for the Administrative Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement and the other Loan Documents.

SECTION 11.15. English Language. All certificates, instruments and other documents to be delivered under or supplied in connection with this Agreement shall be in the English language or shall attach a certified English translation thereof, which translation shall be the governing version. Within one month of the delivery of any financial statements or other information written in a language other than English, at the request of the Administrative Agent or any Lender, the Company shall deliver to the Administrative Agent (for distribution to the Lenders) an English translation of such financial statements.

SECTION 11.16. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Holders of Secured Obligations, in assets which, in accordance with Article 9 of the applicable Uniform Commercial Code or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to

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the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

SECTION 11.17. Borrower Limitations. Each Borrower shall be liable for its Obligations (including, without limitation, Loans extended to it). The Company shall be liable for each European Borrower’s Obligations as set forth in Section 10.01. Each European Borrower shall be liable for each other European Borrower’s Obligations as set forth in Section 10.02, but shall in no event be liable for any of the Company’s Obligations. Each Subsidiary Guarantor shall guaranty the repayment of all Obligations, irrespective of the Borrower that incurs such Obligations.

SECTION 11.18. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 11.19. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to such Borrower or its Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

146

SECTION 11.20. Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan 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 Loan Document 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 entity, 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 Loan 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.

SECTION 11.21. Dutch CIT Fiscal Unity. If, at any time, a Loan Party resident for tax purposes in the Netherlands or carrying on a business through a permanent establishment or deemed permanent establishment in the Netherlands is part of a Dutch CIT Fiscal Unity with any of its group entities resident for tax purposes in the Netherlands or carrying on a business through a permanent establishment or deemed permanent establishment in the Netherlands (a “Dutch CIT Fiscal Unity Member”), and such Dutch CIT Fiscal Unity is, in respect of such Dutch CIT Fiscal Unity Member, terminated or disrupted within the meaning of Article 15(6) of the Dutch CITA (or any other provision which facilitates the termination of a Dutch CIT Fiscal Unity) pursuant to or in connection with the Administrative Agent or other Credit Party enforcing its rights under a Loan Document with respect to any Collateral Document or the execution of any Collateral Document, the relevant member of such Dutch CIT Fiscal Unity shall, for no consideration, as soon as possible at the request of and together with the Dutch CIT Fiscal Unity Member leaving the Dutch CIT Fiscal Unity, lodge a request with the Dutch tax authorities to allocate and surrender any tax losses as referred to in Article 20 of the Dutch CITA to the Dutch CIT Fiscal Unity Member leaving the Dutch CIT Fiscal Unity in connection with Article 15af of the Dutch CITA (or any other provision which facilitates such allocation of tax losses upon termination of the Dutch CIT Fiscal Unity), to the extent such tax losses are attributable to the Dutch CIT Fiscal Unity Member leaving the Dutch CIT Fiscal Unity.

147

ARTICLE XII

No Novation; References to this Agreement in Loan Documents

SECTION 12.01. No Novation. It is the express intent of the parties hereto that this Agreement (i) shall re-evidence the Borrowers’ indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations of the Borrowers under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrowers’ indebtedness which was evidenced by the Existing Credit Agreement or any of the other Loan Documents. All Loans made and Secured Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue, after giving effect to the reallocations described in clause (b) below, as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof: (a) all Secured Obligations in respect of Swap Agreements with any Lender or any Affiliate of any Lender which are outstanding on the Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (b) the Administrative Agent shall make such reallocations of each Lender’s “Exposure” under the Existing Credit Agreement as necessary in order that such Lender’s Exposure hereunder reflects such Lender’s pro rata share of the aggregate US Tranche Revolving Exposures hereunder (based on its US Tranche Revolving Commitment) and such Lender’s pro rata share of the aggregate European Tranche Exposures hereunder (based on its European Tranche Commitment) and (c) each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder.

SECTION 12.02. References to This Agreement In Loan Documents. Upon the effectiveness of this Agreement, on and after the date hereof, each reference in any other Loan Document to the Existing Credit Agreement (including any reference therein to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring thereto) shall mean and be a reference to this Agreement.

The remainder of this page is intentionally blank.

148

[SIGNATURE PAGES ON FILE WITH THE ADMINISTRATIVE AGENT]

EXHIBIT B

Closing List

Attached

EXHIBIT B

$175,000,000

INSIGHT ENTERPRISES, INC. INCREMENTAL TERM LOAN FACILITY CLOSING CHECKLIST

Abbreviation	Participants
Agent	JPMorgan Chase Bank, N.A., Administrative Agent
US Borrower	Insight Enterprises, Inc. (DE)
UK Borrower	Insight Direct (UK) Ltd
UK Chargor	Insight Enterprises UK Limited
Calence	Calence, LLC (DE)
Dutch Borrower	Insight Enterprises B.V.
Datalink	Datalink Corporation (MN)
Insight Worldwide	Insight Direct Worldwide, Inc. (AZ)
Insight Canada	Insight Canada Holdings, Inc. (AZ) (fka Insight Canada, Inc.)
Insight North America	Insight North America, Inc. (AZ)
Insight Public Sector	Insight Public Sector, Inc. (IL)
Insight Direct USA	Insight Direct USA, Inc. (IL)
Insight Holding	Insight Receivables Holding, LLC (IL)
Insight Tech	Insight Technology Solutions, Inc. (DE) (fka Software Spectrum Holdings, Inc.)
SASMF	Skadden, Arps, Slate, Meagher & Flom LLP (US Counsel)
SW	Snell & Wilmer LLP (AZ Counsel)
Dorsey	Dorsey & Whitney, LLP (MN Counsel)
Sidley	Sidley Austin LLP (Agent’s UK, UK Tax and US Counsel)

1

	DOCUMENT	SIGNATORIES
A.	Loan Documents
1.	Amendment No. 1 to Fourth Amended and Restated Credit Agreement (the “Amendment”), dated as of January 6, 2017 (the “Amendment Effective Date”), by and among the US Borrower, the UK Borrower, the Dutch Borrower (collectively, the “Borrowers”), the Agent and certain of the Lenders party to the Credit Agreement (as defined below)1	☒ US Borrower ☒ UK Borrower ☒ Dutch Borrower ☒ Agent ☒ Lenders
	Exhibits:
	Exhibit A                    Conformed Credit Agreement
	Exhibit B                    Closing List
	Exhibit C                    Amendment No. 2 to Amended and Restated Intercreditor Agreement
	Annex I:
	Schedule 2.01 to Credit Agreement    Lenders and Commitments
	Exhibit A to Credit Agreement           Assignment and Assumption
2.	Term Loan promissory notes executed by the US Borrower in favor of Term Loan Lenders, requesting such a promissory note	☒ US Borrower

¹  Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Fourth Amended and Restated Credit Agreement, dated as of June 23, 2016 (as amended by the Amendment, the “Credit Agreement”), by and among the Borrowers, the institutions from time to time party thereto as Lenders and the Agent.

2

	DOCUMENT	SIGNATORIES
3.	Third Omnibus Reaffirmation Agreement and Joinder to Loan Documents – reaffirmed documents set forth on Annex IV hereto (such documents, the “Historical Documents”)	☒ US Borrower ☒ UK Borrower ☒ UK Chargor ☒ Insight Worldwide ☒ Insight North America ☒ Insight Public Sector ☒ Insight Direct USA ☒ Insight Holding ☒ Insight Canada ☒ Insight Tech ☒ Calence ☒ Datalink ☒ Agent
	(a)    Exhibit A – Schedule I to Company Pledge Agreement Supplement (Pledged Stock Certificates, Membership Interests and Partnership Interests)
	(b)    Exhibit B – Schedule I to Subsidiary Pledge Agreement Supplement (Pledged Stock Certificates, Membership Interests and Partnership Interests)
	(b)    Exhibit C – Schedules to Subsidiary Security Agreement Supplement (Pledged Stock Certificates, Membership Interests and Partnership Interests)
	(i)     Schedule 1 – Grantor Organizational Information
	(ii)    Schedule 1-A – Pledged Debt
	(iii)   Schedule 2 – Locations of Equipment, Fixtures and Inventory
	(iv)   Schedule 2-B – Financing Statement Filing Locations
	(v)    Schedule 3 – Intellectual Property
4.	Control Acknowledgment	☒ US Borrower ☒ Datalink
5.	Control Acknowledgment	☒ Datalink Holding LLC ☒ Datalink
B.	Corporate Documents

	DOCUMENT	SIGNATORIES
6.	Omnibus Certificate of the Secretary or an Assistant Secretary of the existing domestic Loan Parties certifying: (i)     the Articles or Certificate of Incorporation, or Certificate of Formation or other charter document of the US Borrower or such Domestic Subsidiary, as applicable, attached thereto (ii)    that there have been no changes in the By-Laws, Operating Agreement, or other applicable organizational document, since the Omnibus Certificate of Secretary delivered on June 23, 2016 (iii)  resolutions of the Board of Directors with respect to the Loan Documents and (iv)   the incumbency certificate	☒ Assistant Secretary of: US Borrower Calence Insight Canada Insight Direct USA Insight Worldwide Insight North America Insight Public Sector Insight Holding Insight Tech
7.	Certificate of the Secretary or an Assistant Secretary of Datalink certifying: (i)     the Articles or Certificate of Incorporation, as attached thereto and as certified as of a recent date by the secretary of state (ii)    the By-Laws, Operating Agreement, or other applicable organizational document (iii)  resolutions of the Board of Directors with respect to the Amendment and the Loan Documents and (iv)   the incumbency certificate	☒ Assistant Secretary of Datalink
8.	Domestic Good Standing Certificate (or the equivalent thereof) for the US Borrower
9.	Domestic Good Standing Certificates (or the equivalents thereof) for each Domestic Subsidiary identified in Annex II hereto
C.	UCC-Related Documents
10.	Intellectual property search reports for domestic Loan Parties
11.	UCC, tax, pending suit and judgment lien search reports for domestic Loan Parties
12.	UCC-1 financing statement, naming Datalink as debtor and the Agent as secured party
13.	UCC-3 financing statement amendment, assigning security interest from Castle Pines Capital LLC to Wells Fargo Capital Finance, LLC
D.	Opinions
14.	Opinion of counsel to the US Borrower and certain of its Subsidiaries: SASMF	☒ SASMF
	(a)    Opinion Certificate	☒ US Borrower

	DOCUMENT	SIGNATORIES
15.	Opinion of Arizona counsel to the US Borrower and certain of its Subsidiaries	☒ SW
16.	Opinion of Minnesota counsel to the US Borrower and certain of its Subsidiaries	☒ Dorsey
E.	Closing Certificates and Miscellaneous
17.	I.       Certificate signed by a Financial Officer of the US Borrower (a) certifying that as of the Amendment Effective Date (i) no Default has occurred and is continuing, (ii) all of the representations and warranties set forth in each Loan Document are true and correct in all material respects on and as of the Amendment Effective Date, (iii)(A) satisfaction of the conditions set forth in Section 4.02(a) and (b) of the Credit Agreement and (B) delivery to the Agent of documents and opinions substantially consistent with those on delivered on the Effective Date as to the organizational power and authority of the Borrowers to borrow under the Credit Agreement after giving effect to any such Term Loans, (b) demonstrating that as of the Amendment Effective Date the US Borrower and its Subsidiaries are in compliance (on a Pro Forma Basis) with the financial covenants contained in Section 6.10 of the Credit Agreement immediately after giving effect to the Datalink Acquisition and (c) designating as Material Subsidiaries the direct and indirect Domestic Subsidiaries of the US Borrower and direct Foreign Subsidiaries of the US Borrower that, as of the date of the Datalink Acquisition, after giving effect to such acquisition on a Pro Forma Basis, together with the US Borrower and the UK Borrower, (i) generated at least 75% of Consolidated EBITDA during the most recent four-fiscal-quarter period for which financial statements have been provided by the US Borrower pursuant to Section 5.01 of the Credit Agreement and (ii) owned assets (other than Equity Interests in Subsidiaries) representing at least 75% of the consolidated assets of the US Borrower and its Subsidiaries as of the end of such period	☒ US Borrower
18.	Solvency Certificate	☒ US Borrower
19.	Notice of Qualified Acquisition	☒ US Borrower (delivered 12/30/2016)
20.	Request for Borrowing	(delivered 1/3/2017)
21.	Amendment No. 2 to Channel Finance Intercreditor Agreement	☒ Agent ☒ Wells Fargo Capital Finance, LLC

	DOCUMENT	SIGNATORIES
22.	Second Omnibus Reaffirmation Agreement, Amendment and Joinder to Loan Documents for Channel Finance Loan Documents	☒ Insight Public Sector ☒ Insight Direct USA ☒ Calence ☒ Castle Pines Capital LLC ☒ Wells Fargo Capital Finance, LLC ☒ Datalink ☒ applicable lenders
23.	Assignment Agreement between Castle Pines Capital LLC and Wells Fargo Capital Finance, LLC	☒ Castle Pines Capital LLC ☒ Wells Fargo Capital Finance, LLC
F.	Post-closing Items (to be delivered within the timeframe set forth in Section 5.09 of the Credit Agreement and not required as a condition to the Amendment Effective Date)
24.	Pledged Stock and Stock Powers (see Annex I)	☐ Datalink
25.	Certificate of Insurance (along with insurance endorsements) listing the Agent as (x) loss payee (standard mortgagee form) for the property, casualty, and business interruption insurance policies of the US Borrower and its Subsidiaries identified in Annex II hereto, and (y) additional insured with respect to the liability insurance of the US Borrower and its Subsidiaries

ANNEX I – PLEDGED ENTITIES

AMENDMENT TO THIRD AMENDED AND RESTATED PLEDGE AGREEMENT

Pledgor	Name of Subsidiary Pledgee
Datalink Corporation	MV Sub, Inc.
	STI Acquisition Corp.

ANNEX I – 1

ANNEX II

SECRETARY’S CERTIFICATES

Entity	State
Insight Enterprises, Inc.	DE
Calence, LLC	DE
Insight Canada Holdings, Inc. (fka Insight Canada, Inc.)	AZ
Insight Direct USA, Inc.	IL
Insight Direct Worldwide, Inc.	AZ
Insight North America, Inc.	AZ
Insight Public Sector, Inc.	IL
Insight Receivables Holding, LLC	IL
Insight Technology Solutions, Inc.	DE
Datalink Corporation	MN

ANNEX II – 1

ANNEX III

FINANCING STATEMENT JURISDICTIONS

Entity	State
Datalink Corporation	SOS Minnesota

ANNEX III – 1

ANNEX IV

HISTORICAL DOCUMENTS

1. Canadian Pledge Agreement, dated as of January 31, 2003, made by Insight North America, Inc. and Insight Canada Holdings, Inc. (f/k/a Insight Canada, Inc.) in favor of the Administrative Agent (as successor by merger to Bank One, NA (Main Office Chicago)).

2. Amended and Restated Trademark Security Agreement, dated September 7, 2006, made by Insight Direct USA, Inc. in favor of the Administrative Agent.

3. Trademark Security Agreement, dated September 7, 2006, made by Insight Direct USA, Inc. (d/b/a Software Spectrum, Inc.) in favor of the Administrative Agent.

4. Trademark Security Agreement, dated September 7, 2006, made by Insight Direct USA, Inc. (d/b/a Software Spectrum, Inc.) in favor of the Administrative Agent.

5. Patent Security Agreement, dated September 7, 2006, made by Insight Direct USA, Inc. (d/b/a Software Spectrum, Inc.) in favor of the Administrative Agent.

6. Confirmatory Grant of Security Interests in United States Copyrights, dated April 1, 2008, made by Calence, LLC in favor of the Administrative Agent.

7. Charge over Shares, dated April 1, 2008, made by the Company in favor of the Administrative Agent (with respect to 65% of the issued shares of the UK Borrower).

8. Charge over Shares, dated April 1, 2008, made by the Company in favor of the Administrative Agent (with respect to 35% of the issued shares of the UK Borrower).

9. Charge over Shares, dated April 1, 2008, made by Insight Enterprises UK Limited in favor of the Administrative Agent.

10. Second Amended and Restated Intercreditor Agreement, dated as of September 17, 2008, among the Administrative Agent, IBM Credit LLC, Hewlett Packard Company, JPMorgan Chase Bank, N.A., as Agent for the “Securitization Parties” identified therein, and the Channel Finance Collateral Agent, and as acknowledged by the Company and certain of its Subsidiaries.

11. Canadian Pledge Agreement, dated as of January 19, 2012, made by Insight Canada Holdings, Inc. in favor of the Administrative Agent.

12. Third Amended and Restated Security Agreement, dated as of April 26, 2012, between the Company and the Administrative Agent.

13. Third Amended and Restated Pledge Agreement (Company), dated as of April 26, 2012, between the Company and the Administrative Agent.

14. Third Amended and Restated Subsidiary Security Agreement, dated as of April 26, 2012, among certain of the Subsidiary Guarantors and the Administrative Agent.

15. Third Amended and Restated Domestic Subsidiary Pledge Agreement, dated as of April 26, 2012, among the Subsidiary Guarantors and the Administrative Agent.

B-2

16. Amended and Restated Intercreditor Agreement, dated as of April 26, 2012, among the Company, the Administrative Agent and the Channel Finance Collateral Agent, as amended by that certain Amendment No. 1 to Amended and Restated Intercreditor Agreement, dated as of June 23, 2016, among the Company, the Administrative Agent and the Channel Finance Collateral Agent.

17. Third Amended and Restated Subsidiary Guaranty, dated as of April 26, 2012, among the Subsidiary Guarantors and the Administrative Agent (as amended by the Omnibus Reaffirmation Agreement and Amendment of Loan Documents, dated as of June 23, 2016, among the Company, each of the Subsidiaries of the Company and other Persons listed on the signature pages thereto and the Administrative Agent).

B-3

EXHIBIT C

Amendment No. 2 to Amended and Restated Intercreditor Agreement

Attached

B-4

AMENDMENT NO. 2 TO AMENDED AND RESTATED INTERCREDITOR

AGREEMENT

This Amendment No. 2 to Amended and Restated Intercreditor Agreement (this “Amendment”) is made as of January 6, 2017, 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, and 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, the second recital of the Intercreditor Agreement is hereby amended to delete the definition “Floorplan Facility Borrowers”, and to substitute the following new definition: “Insight Public Sector, Inc., an Illinois corporation, Insight Direct USA, Inc., an Illinois corporation, Calence, LLC, a Delaware limited liability company, and Datalink Corporation (as successor by merger with Reef Acquisition Co., a Minnesota Corporation), a Minnesota corporation (collectively, the ‘Floorplan Facility Borrowers’),”.

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. 2 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:	/s/ Caitlin Stewart
Name:	Caitlin Stewart
Title:	Vice President

WELLS FARGO CAPITAL FINANCE, LLC (formerly known as WELLS FARGO FOOTHILL, LLC), as Floorplan Collateral Agent
By:	/s/ John Hanley
Name:	John Hanley
Title:	Senior Vice President

ANNEX I

Schedule 2.01 and Exhibit A of the Credit Agreement

Attached

SCHEDULE 2.01

Lenders and Commitments

Lender	US Tranche Revolving Commitment		European Tranche Commitment		Total Revolving Commitment		Term Loan Commitment
JPMorgan Chase Bank, N.A.	$	34,285,714	$	5,714,286	$	40,000,000	$	20,000,000
Wells Fargo Bank, N.A.	$	34,285,714	$	5,714,286	$	40,000,000	$	20,000,000
PNC Bank, National Association	$	30,000,000	$	5,000,000	$	35,000,000	$	20,000,000
Bank of America, N.A.	$	30,000,000	$	5,000,000	$	35,000,000	$	20,000,000
HSBC Bank USA, National Association	$	30,000,000	$	5,000,000	$	35,000,000	$	20,000,000
The Bank of Tokyo—Mitsubishi UFJ, Ltd.	$	30,000,000	$	5,000,000	$	35,000,000	$	20,000,000
Branch Banking and Trust Company	$	30,000,000	$	5,000,000	$	35,000,000	$	15,500,000
U.S. Bank National Association	$	21,428,571	$	3,571,429	$	25,000,000	$	17,500,000
Bank of the West	$	21,428,571	$	3,571,429	$	25,000,000	$	9,000,000
Comerica Bank	$	17,142,857	$	2,857,143	$	20,000,000	$	0
BOKF, NA, d/b/a Bank of Arizona	$	12,857,143	$	2,142,857	$	15,000,000	$	5,500,000
ZB, N.A. dba National Bank of Arizona	$	8,571,429	$	1,428,571	$	10,000,000	$	7,500,000
TOTALS	$	300,000,000	$	50,000,000	$	350,000,000	$	175,000,000

EXHIBIT A

FORM OF

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the credit agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender]2]
3.	Borrowers:	Insight Enterprises, Inc., Insight Enterprises B.V. and Insight Direct (UK) Ltd
4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

²  Select as applicable.

5.	Credit Agreement:	The Fourth Amended and Restated Credit Agreement dated as of June 23, 2016 (as amended by Amendment No. 1, dated as of January 6, 2017), among Insight Enterprises, Inc., the European Borrowers named therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto
6.	Assigned Interest:

Facility Assigned3	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/ Loans Assigned	Percentage Assigned of Commitment/ Loans4
	$	$		%
	$	$		%
	$	$		%

7. The Assignee confirms, for the benefit of the Administrative Agent and without liability to any Borrower, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender] ⁵

8. [The Assignee confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan, Letter of Credit or Commitment is a UK Lender]⁶

9. [The Assignee confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is a tax resident in [ ],⁷ so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax, and requests that the Company notify:

(d) each Borrower which is a party as a Borrower as at the date of the assignment; and

³  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “US Tranche Revolving Commitment,” “European Tranche Commitment,” etc.).

⁴  Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

⁵  Delete as applicable—each Assignee is required to confirm which of these three categories it falls within.

⁶  Include only if Assignee falls within paragraph (i)(b) of the definition of Qualifying Lender in the Agreement.

⁷  Insert jurisdiction of tax residence.

(e) each additional Borrower which becomes a Borrower after the date of the assignment,

that it wishes that scheme to apply to the Agreement.]⁸

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

[Consented to and]⁹ Accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:

Name:

Title:

⁸  Include if Assignee holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Agreement.

⁹  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

[Consented to:] ¹⁰

[JPMORGAN CHASE BANK, N.A.], as Issuing Bank

By:

Name:

Title:

[Consented to:]¹¹

INSIGHT ENTERPRISES, INC.

By:

Name:

Title:

¹⁰  To be added only if the consent of the Issuing Bank is required by the terms of the Credit Agreement.

¹¹  To be added only if the consent of the Company is required by the terms of the Credit Agreement.

ANNEX I

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any other Agent or any other Lender, (v) it is not a Defaulting Lender, [and] (vi) if it is not already a Lender and will become a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee[, and (vii) it (x) possesses an EU Banking Passport and/or (y) otherwise has the ability to fund a Borrowing and satisfy its duties and obligations under the European Tranche in a Borrower’s jurisdiction of organization (so long as such Borrower is entitled to request extensions of credit under the European Tranche), including, without limitation, having a local branch in any such jurisdiction of organization or otherwise being able to fund extensions of credit in such jurisdiction without violating applicable laws or regulations and (viii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.18 of the Credit Agreement, duly completed and executed by the Assignee]¹²; and (b)

¹²  To be inserted if a European Tranche Commitment is being assigned.

agrees that (i) it will, independently and without reliance on the Administrative Agent, any other agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

[4. Administrative Questionnaire. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Subsidiaries and their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.]

EX-10.35

Exhibit 10.35

SECOND OMNIBUS REAFFIRMATION AGREEMENT,

AMENDMENT AND JOINDER TO LOAN DOCUMENTS

This SECOND OMNIBUS REAFFIRMATION AGREEMENT, AMENDMENT AND JOINDER TO LOAN DOCUMENTS, dated as of January 6, 2017 (this “Reaffirmation, Amendment and Joinder”), 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”), DATALINK CORPORATION (as successor by merger with Reef Acquisition Co., a Minnesota corporation), a Minnesota corporation (“New Reseller”), 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”), CASTLE PINES CAPITAL LLC, a Delaware limited liability company (“CPC”) as Administrative Agent, and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company as Collateral Agent, Syndication Agent, and Administrative Agent (“WFCF”) (WFCF and CPC, collectively and in such capacities, the “Agents”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement (as defined below).

WHEREAS, the Parent Guarantor notified the Agents and the Lenders that Parent Guarantor wishes to acquire (the “Datalink Acquisition”) all or substantially all of the assets or equity interests of Datalink Corporation, a Minnesota corporation, pursuant to that certain Agreement and Plan of Merger, dated as of November 6, 2016 (the “Merger Agreement”), by and among Parent Guarantor, New Reseller, and Reef Acquisition Co. (the “Merger Sub”), a Minnesota corporation and a wholly-owned subsidiary of Parent Guarantor, pursuant to which the Merger Sub will be merged with and into New Reseller, with New Reseller surviving as a wholly-owned subsidiary of Parent Guarantor;

WHEREAS, prior to the acquisition of New Reseller by Parent Guarantor, New Reseller and CPC entered into that certain Credit Agreement dated as of July 17, 2013, as amended prior to the date hereof (the “Existing Datalink Credit Agreement”), pursuant to which CPC offered to New Reseller, among other things, a channel finance facility of up to a maximum aggregate amount of $75,000,000;

WHEREAS, New Reseller desires to join the Existing Credit Agreement (as defined below) as a Reseller therein;

WHEREAS, certain of the Resellers, certain lenders and the Agents 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”), the Amended and Restated Security Agreement (Resellers), dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Resellers Security Agreement”), and the Amended and Restated Pledge Agreement (Resellers) dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Resellers Pledge 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”), the Amended and Restated Security Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Parent Security Agreement”), and the Amended and Restated Parent Guarantor Pledge

Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Parent Pledge Agreement”);

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”), the Amended and Restated Subsidiary Security Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Subsidiary Security Agreement”), and the Amended and Restated Subsidiary Pledge Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Subsidiary Pledge Agreement”);

WHEREAS, in connection with the Existing Credit Agreement, the Reaffirming Parties entered into the Loan Documents (as such term is defined in the Existing Credit Agreement) set forth in Annex I hereto (such documents, together with the other Loan Documents to which the Reaffirming Parties are subject (each as amended, restated, supplemented or otherwise modified), the “Reaffirmed Loan Documents”);

WHEREAS, the Resellers, the Lenders (as defined below), and the Agents, have agreed to amend the Existing Credit Agreement as set forth herein, to join New Reseller as a Reseller, and to include all obligations of Datalink Corporation to CPC under the Existing Datalink Credit Agreement (defined below) as “Loan Obligations” under the terms of the Existing Credit Agreement (such amendment together with the Existing Credit Agreement, the “Credit Agreement”);

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

WHEREAS, the Reaffirming Parties wish to reaffirm the terms and conditions of the Reaffirmed Loan Documents 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 and Joinder to Credit Agreement.

A. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Existing Credit Agreement is hereby amended as follows:

(i) the following new Section 17.17, “Datalink Loan Obligations” is hereby inserted in the appropriate numerical order therein:

“17.17 Datalink Loan Obligations”. The Datalink Loan Obligations are (a) assumed by the Resellers, jointly and severally, as Loan Obligations as of the date of the Second Omnibus Reaffirmation Agreement, Amendment and Joinder to Loan Documents, dated as of January 6, 2017, by and among the Resellers, the Parent Guarantor, the Subsidiary Guarantors, CPC, the Administrative Agent and the Lenders party thereto (the “Datalink Loan Obligations Effective Date”), and (b) all Datalink Loan Obligations shall be deemed to be Loan Obligations under the terms hereof as of the Datalink Loan Obligations Effective Date.”

(ii) the following definition is added to Exhibit B in the appropriate alphabetical order therein:

“‘Datalink Loan Obligations’ – means all ‘Obligations’ as defined in, and existing and outstanding as of the Datalink Loan Obligations Effective Date, the Existing Datalink Credit Agreement,” which as of January 5, 2017 at 5:00 p.m. Mountain time equal $28,034,204.40;

(iii) the following definition is added to Exhibit B in the appropriate alphabetical order therein:

“‘Existing Datalink Credit Agreement’ – means that certain Credit Agreement between Datalink Corporation, a Minnesota corporation, and CPC dated as of July 17, 2013, as amended.”;

(iv) the definition of “Loan Obligations” within Exhibit B to the Existing Credit Agreement is hereby amended by replacing clause “(a)” of the definition with the following new clause “(a)”:

“(a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the (i) Loans made to the Resellers and (ii) Datalink Loan Obligations, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and”;

(v) the definition, “Resellers” within Exhibit B to the Existing Credit Agreement is hereby amended by replacing the existing definition with the following new definition:

“‘Resellers’ – means Calence, LLC, a Delaware limited liability company, Insight Direct USA, Inc., an Illinois corporation, Insight Public Sector, Inc., an Illinois corporation, and Datalink Corporation (as successor by merger with Reef Acquisition Co., a Minnesota corporation), a Minnesota corporation.”; and

(vi) the following definition of “Mortgaged Real Property” is hereby inserted into Exhibit B of the Existing Credit Agreement:

“‘Mortgaged Real Property’ means each parcel of real property subject to, or required to be subject to, pursuant to any Loan Document, any mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Administrative Agents for the benefit of the Holders of Secured Obligations.”

(vii) the following is hereby inserted at the end of Section 10.5:

“If at any time any Mortgaged Real Property is located in a designated special “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Loan Parties will (i) maintain fully paid flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, and (ii) provide within thirty (30) days (or such longer period as the Administrative Agents shall agree) evidence of such coverage as the Administrative Agents may reasonably request, including, without limitation, (x) copies of any such flood insurance policies naming the Collateral Agent as loss payee and (y) the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, in each case to the extent requested by the Administrative Agents.”; and

(viii) the following is hereby added as a separate paragraph to the end of Section 10.9:

“Notwithstanding the foregoing requirements of this Section 10.09, the Parent Guarantor shall promptly give notice to the Administrative Agents (which shall promptly deliver such notice to the Lenders) in the event that any real property of any Loan Party qualifies as Mortgaged Real Property. The Loan Parties shall provide all information reasonably requested by the Administrative Agents (or by any Lender upon written notice by such Lender to the Parent Guarantor and the Administrative Agents) to conduct flood due diligence and flood insurance compliance with respect to any Mortgaged Real Property. Notwithstanding anything herein to the contrary, no mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Collateral Agent for the benefit of the Holders of Secured Obligations will be recorded (and neither the Administrative Agents or the Required Lenders shall request that any Loan Party grant such a Lien on such real property) with respect to any real property of the Loan Parties pursuant to this Section 10.09 or under any other Loan Document unless the Lenders shall have received (i) written notice thereof at least 30 days prior to such recording and (ii) the other deliverables required pursuant to the immediately preceding sentence.”; and

(ix) Schedule 9.6 to the Existing Credit Agreement is hereby amended in its entirety pursuant to the Schedule set forth in Exhibit A hereto.

B. Joinder of New Reseller to Loan Documents.

(i) Resellers Security Agreement. By its execution of this Reaffirmation, Amendment and Joinder, the undersigned, New Reseller, agrees to agrees to become, and does hereby become, a Grantor under the Resellers Security Agreement and agrees to be bound by such Agreement as if originally a party thereto. In addition, to secure the prompt and complete payment, observance and performance of the Secured Obligations (as defined in the Resellers Security Agreement), New Reseller hereby grants to the Collateral Agent, for the benefit of itself, the Administrative Agents and the Holders of the Secured Obligations, a security interest in all of its right, title and interest in and to the “Collateral” (as such term is defined in the Resellers Security Agreement), whether now owned or existing or hereafter arising or acquired and wheresoever located. By and giving effect to its execution of this Reaffirmation, Amendment and Joinder, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Resellers Security Agreement are true and correct in all respects as of the date hereof. New Reseller represents and warrants that the schedules attached hereto as Exhibit B are true and correct in all respects as of the date hereof and such schedules set forth all information required to be scheduled under the Resellers Security Agreement as of the date hereof. New Reseller shall, to the extent required pursuant to the Resellers Security Agreement, take all steps necessary to perfect, in favor of the Collateral Agent, a first-priority security interest in and lien against New Reseller’s Collateral, including, without limitation, to the extent required pursuant to the Resellers Security Agreement, taking all steps necessary to properly perfect the Collateral Agent’s interest in any uncertificated equity or membership interests. New Reseller hereby authorizes the Collateral Agent to file one or more financing or continuation statements and amendments thereto, disclosing the security interest granted to the Collateral Agent under this Reaffirmation, Amendment, and Joinder, and the Collateral Agent agrees to notify New Reseller when such a filing has been made. New Reseller hereby authorizes

the Collateral Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets, whether now owned or existing or hereafter acquired or arising” or any other wording the Collateral Agent, in its sole discretion, chooses, notwithstanding that such wording may be broader in scope than the Collateral described in this Reaffirmation, Amendment and Joinder.

(ii) Resellers Pledge Agreement.

(a) By its execution of this Reaffirmation, Amendment and Joinder, New Reseller hereby agrees that (i) the capital stock of the corporations and membership interests of the limited liability company listed on the schedules attached hereto as Exhibit C be pledged to the Collateral Agent as additional collateral pursuant to Sections 1.1 and 1.2 of the Resellers Pledge Agreement, (ii) such property shall be considered Pledged Stock and Pledged Membership Interests under the Resellers Pledge Agreement and be a part of the Pledged Collateral pursuant to Sections 1.1 and 1.2 of the Resellers Pledge Agreement, and (iii) each such corporation and limited liability company listed on Exhibit C hereto shall be considered a Pledged Subsidiary for purposes of the Resellers Pledge Agreement.

(b) By its execution of this Reaffirmation, Amendment and Joinder, New Reseller agrees to agrees to become, and does hereby become, a Pledgor under the Resellers Pledge Agreement and agrees to be bound by such Resellers Pledge Agreement as if originally a party thereto and that the representations and warranties contained in Section 5 of the Resellers Pledge Agreement are true and correct in all respects as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date, in each case after taking into account the pledge of the additional Pledged Stock and Pledged Membership Interests relating hereto.

2. Amendments to Reaffirmed Loan Documents. After giving effect to Section 1(B) above, (i) the Schedules to the Resellers Security Agreement are hereby amended in their entirety pursuant to each corresponding Schedule set forth in Exhibit B hereto, (ii) the Schedules to the Resellers Pledge Agreement are hereby amended in their entirety pursuant to each corresponding Schedule set forth in Exhibit C hereto, and (iii) the Schedules to the Parent Guarantor Pledge Agreement are hereby amended in their entirety pursuant to each corresponding Schedule set forth in Exhibit D hereto.

3. Reaffirmation of Reaffirmed Loan Documents. Without in any way establishing a course of dealing by the Agents or any Lender, the Reaffirming Parties reaffirm the terms and conditions of the Reaffirmed Loan Documents to which they are a party and acknowledge and agree that the Reaffirmed Loan Documents remain in full force and effect and are hereby reaffirmed, ratified and confirmed. Without limiting the foregoing, each Reaffirming Party hereby (i) reaffirms its indebtedness, liabilities and obligations under the Reaffirmed Loan Documents to which it is a party and (ii) reaffirms all Liens on the Collateral which have been granted by it or its predecessors in favor of the Agents (for themselves and the other Holders of Secured Obligations) pursuant to any of the Reaffirmed Loan Documents to which it is a party. Each Reaffirming Party represents and warrants that each representation and warranty made by such Reaffirming Party in each Reaffirmed Loan Document 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).

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

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

(b) the Datalink Acquisition shall have been consummated;

(c) the Agents shall have received such Secretary Certificates and Resolutions as are customary for transactions of this type; and

(d) the Agents shall have received a certificate, dated as of the date hereof, and signed by a Financial Officer, (i) certifying that as of the date hereof, after giving effect to the transactions to be consummated on the date hereof and the payment and accrual of all fees, costs and expenses in connection therewith, the Parent Guarantor and its Subsidiaries, on a consolidated basis, are and will be Solvent and (ii) demonstrating that the Parent Guarantor and its Subsidiaries are in compliance with the financial covenants contained in Section 11.10 of the Credit Agreement immediately after giving effect to the Datalink Acquisition (determined on a Pro Forma Basis recomputed as of the last day of the most recently ended fiscal quarter of the Parent Guarantor for which financial statements are available, as if the Datalink Acquisition (and any related incurrence or repayment of Indebtedness) had occurred on the first day of each relevant period for testing such compliance).

5. Effect on the Credit Agreement.

(a) Upon the effectiveness of this Reaffirmation, Amendment and Joinder, 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 Reaffirmation, Amendment and Joinder shall neither operate as a waiver of any rights, power or remedy of the Agents 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) Upon the effectiveness of this Reaffirmation, Amendment and Joinder, the Obligations existing and outstanding as of January 5, 2017 at 5:00 p.m. Mountain time equal $214,804,374.46.

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

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

8. Counterparts. This Reaffirmation, Amendment and Joinder 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 Reaffirmation, Amendment and Joinder 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 Reaffirmation, Amendment and Joinder 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 Reaffirmation, Amendment and Joinder.

9. Existing Datalink Credit Agreement. Each of CPC and New Reseller hereby agree that upon the effectiveness of this Reaffirmation, Amendment and Joinder (including, without limitation, the amendments set forth in Section 1 hereof), (a) the separate covenants and agreements of New Reseller and CPC contained in the Existing Datalink Credit Agreement are terminated and (b) the Existing Datalink Credit Agreement and the other Loan Documents (as defined in Existing Datalink Credit Agreement) shall be automatically terminated, null and void and of no further force and effect and that the New Reseller and its respective subsidiaries and affiliates shall be irrevocably released from any and all obligations in connection therewith, excluding, in each case, those obligations that are specified in the Existing Datalink Credit Agreement and the other Loan Documents (as defined in Existing Datalink Credit Agreement) as surviving that respective agreement’s termination.

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 adding New Reseller as a Floorplan Facility Borrower.

Remainder of page intentionally left blank.

IN WITNESS WHEREOF, this Reaffirmation, Amendment and Joinder 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: Treasurer
DATALINK CORPORATION, as a Reseller
By:	/s/ Lynn Willden
Name: Lynn Willden
Title: Treasurer
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

Signatures continue on next page.

Signature Page to Reaffirmation, Amendment and Joinder

INSIGHT NORTH AMERICA, INC., as Subsidiary Guarantor
By:	/s/ Lynn Willden
Name: Lynn Willden
Title: Treasurer
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

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Signature Page to Reaffirmation, Amendment and Joinder

ACKNOWLEDGED AND AGREED:

CASTLE PINES CAPITAL LLC,

as Administrative Agent and a Lender under the Credit Agreement and

In its capacity under the Datalink Credit Agreement

WELLS FARGO CAPITAL FINANCE, LLC
as Administrative Agent and Collateral Agent
By:	/s/ John Hanley
Name: John Hanley
Title: Senior Vice President

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Signature Page to Reaffirmation, Amendment and Joinder

BANK OF AMERICA, N.A.,
as a Lender,
By:	/s/ Kenneth J. Tebelman
Name: Kenneth J. Tebelman
Title: Vice President

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Signature Page to Reaffirmation, Amendment and Joinder

ZB, N.A. dba NATIONAL BANK OF ARIZONA,
as a Lender,
By:	/s/ Sabina Aaronson
Name: Sabina Aaronson
Title: Vice President

Signatures continue on next page.

Signature Page to Reaffirmation, Amendment and Joinder

BANK OF THE WEST,
as a Lender,
By:	/s/ Kevin Gillette
Name: Kevin Gillette
Title: CBG Market Manager, Director

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Signature Page to Reaffirmation, Amendment and Joinder

BOKF, NA d/b/a BANK OF ARIZONA,
as a Lender,
By:	/s/ James Wessel
Name: James Wessel
Title: Senior Vice President

Signatures continue on next page.

Signature Page to Reaffirmation, Amendment and Joinder

COMERICA BANK,
as a Lender,
By:	/s/ Liz V. Gonzalez
Name: Liz V. Gonzalez
Title: Assistant Vice President

Signature Page to Reaffirmation, Amendment and Joinder

ANNEX I

Reaffirmed Loan Documents

1. Resellers Security Agreement.

2. Resellers Pledge Agreement.

3. Parent Guaranty.

4. Parent Security Agreement.

5. Parent Pledge Agreement.

6. Subsidiary Guaranty.

7. Subsidiary Security Agreement.

8. Subsidiary Pledge Agreement.

EXHIBIT A

Amended Schedule to Credit Agreement

SCHEDULE 9.6

Litigation

None.

EXHIBIT B

Amended Schedules to Resellers Security Agreement

SCHEDULE 1

TO

AMENDED AND RESTATED SECURITY AGREEMENT

Grantor Organizational Information

Grantor	Jurisdiction of Organization	Organizational Identification Number	Principal Place of Business	Chief Executive Office
Calence, LLC*	Delaware	4000415	6820 South Harl Avenue Tempe, Arizona 85283	6820 South Harl Avenue Tempe, Arizona 85283
Insight Direct USA, Inc.*	Illinois	5777-386-3	6820 South Harl Avenue Tempe, Arizona 85283	6820 South Harl Avenue Tempe, Arizona 85283
Insight Public Sector, Inc.*	Illinois	5777-387-1	6820 South Harl Avenue Tempe, AZ 85283	6820 South Harl Avenue Tempe, AZ 85283
Datalink Corporation**	Minnesota	1D-20	10050 Crosstown Circle, Suite 500 Eden Prairie, MN 55344	10050 Crosstown Circle, Suite 500 Eden Prairie, MN 55344

* Books and records relating to Accounts and/or any originals of chattel paper evidencing Accounts are held at the following locations:

1. 6820 South Harl Avenue, Tempe, Arizona 85283

2. 910 West Carver Road, Tempe, Arizona 85284

** Books and records relating to Accounts and/or any originals of chattel paper evidencing Accounts are held at the following location:

1. 10050 Crosstown Circle, Suite 500, Eden Prairie, Minnesota 55344

SCHEDULE 1-A

TO

AMENDED AND RESTATED SECURITY AGREEMENT

Pledged Debt:

None.

SCHEDULE 2

TO

AMENDED AND RESTATED SECURITY AGREEMENT

Legal Name of Grantor	Locations of Inventory and/or Equipment
Calence, LLC	6820 South Harl Avenue Tempe, Arizona 85283
Insight Direct USA, Inc.	6820 South Harl Avenue Tempe, Arizona 85283
	444 Scott Drive Bloomingdale, Illinois 60108
	1560 Hunter Road Hanover Park, Illinois 60133
	1600 Hunter Road Hanover Park, Illinois 60133
	910 W. Carver Road, Suite 110 Tempe, Arizona 85283
	2250 Pinehurst Blvd, Suite 200 Addison, IL 60101
	9 Galen St. Ste. 300 Watertown, MA 02472
Insight Public Sector, Inc.	2701 N. Rocky Point Drive, Suite 300 Tampa, Florida 33607
Datalink Corporation	10050 Crosstown Circle, Suite 500 Eden Prairie, MN 55344
	4000 CentreGreen Way, Suite 100 Cary, NC 27513

SCHEDULE 2-B

TO

AMENDED AND RESTATED SECURITY AGREEMENT

Name	Filing Location
Calence, LLC	Delaware Secretary of State
Insight Direct USA, Inc.	Illinois Secretary of State
Insight Public Sector, Inc.	Illinois Secretary of State
Datalink Corporation	Minnesota Secretary of State

SCHEDULE 3

TO

AMENDED AND RESTATED SECURITY AGREEMENT

Intellectual Property

I. Trademarks

Mark	Country	App. No./ App. Date	Reg. No./ Reg. Date	Current Owner	Status
CALENCE	India	898875 20-JAN-2000		Calence, LLC	REGISTERED
INSIGHT NETWORKING	Louisiana		605684 18-MAR-2009	Calence, LLC	Registered (LA)
INSIGHT NETWORKING	Nevada		10121195 18-MAR-2009	Calence, LLC	Registered (NE)
INSIGHT NETWORKING	Ohio		1839849 03-MAR-2009	Calence, LLC	Registered (OH)
INSIGHT NETWORKING	Wyoming		2009-00567561 25-MAR-2009	Calence, LLC	Registered (WY)
INSIGHT NETWORKING	Wyoming		2009-000567561 25-MAR-2009	Calence, LLC	Registered (WY)
INSIGHT:LICENSEADVISOR	Australia	1182718 20-JUN-2007	1182718 20-JUN-2007	Insight Direct USA, Inc.	REGISTERED
SOFTWARE SPECTRUM	Australia	732418 15-APR-1997	732418 15-APR-1997	Insight Direct USA, Inc.	REGISTERED
INSIGHTCLOUD	Australia	1563290 18-JUN-2013	1563290 18-JUN-2013	Insight Direct USA, Inc.	REGISTERED
INSIGHTCLOUD	China	11193121 11-JUL-2012	11193121 14-JAN-2014	Insight Direct USA, Inc.	REGISTERED
INSIGHT	China	6056506 18-MAY-2007	6056506 07-MAR-2010	Insight Direct USA, Inc.	REGISTERED
ying shi	China	6056505 18-MAY-2007	6056505 07-MAR-2010	Insight Direct USA, Inc.	REGISTERED
INSIGHT	China	6052043 16-MAY-2007	6052043 07-MAR-2010	Insight Direct USA, Inc.	REGISTERED

Mark	Country	App. No./ App. Date	Reg. No./ Reg. Date	Current Owner	Status
ying shi	China	6052044 16-MAY-2007	6052044 07-MAR-2010	Insight Direct USA, Inc.	REGISTERED
INSIGHT:ADVISOR	China	5922405 17-FEB-2007	5922405 28-JUL-2010	Insight Direct USA, Inc.	REGISTERED
ying shi	China	5677007 23-OCT-2006	5677007 07-FEB-2010	Insight Direct USA, Inc.	REGISTERED
ying shi	China	5677008 23-OCT-2006	5677008 07-JAN-2010	Insight Direct USA, Inc.	REGISTERED
ying shi	China	5677009 23-OCT-2006	5677009 07-JAN-2010	Insight Direct USA, Inc.	REGISTERED
ying shi	China	5677010 23-OCT-2006	5677010 07-FEB-2010	Insight Direct USA, Inc.	REGISTERED
ying shi	China	5676950 23-OCT-2006	5676950 21-FEB-2010	Insight Direct USA, Inc.	REGISTERED
ying shi	China	5676949 23-OCT-2006	5676949 14-MAR-2010	Insight Direct USA, Inc.	REGISTERED
INSIGHT	China	5641014 30-SEP-2006	5641014 21-DEC-2009	Insight Direct USA, Inc.	REGISTERED
INSIGHT	China	5641010 30-SEP-2006	5641010 07-FEB-2010	Insight Direct USA, Inc.	REGISTERED
INSIGHT	China	5641013 30-SEP-2006	5641013 28-DEC-2009	Insight Direct USA, Inc.	REGISTERED
INSIGHT	China	5641011 30-SEP-2006	5641011 28-DEC-2010	Insight Direct USA, Inc.	REGISTERED

Mark	Country	App. No./ App. Date	Reg. No./ Reg. Date	Current Owner	Status
Insight	Denmark	VA 003503 1998 19-AUG-1998	VR 001638 2004 24-MAY-2004	Insight Direct USA, Inc.	REGISTERED
INSIGHT GLOBAL FINANCE	Massachusetts		64567 01-JUL-2004	Insight Direct USA, Inc.	Renewed (Registered) (MA)
INSIGHT DIRECT	Massachusetts		63802 09-JAN-2004	Insight Direct USA, Inc.	Renewed (Registered) (MA)
INSIGHT	Nevada		E0652562007-5 18-SEP-2007	Insight Direct USA, Inc.	Renewed (Registered) (NV)
INSIGHT	New Zealand	839429 (00839429) 30-MAR-2011	839429 02-OCT-2012	Insight Direct USA, Inc.	REGISTERED
INSIGHT:ADVISOR	New Zealand	770779 21-JUN-2007	770779 12-MAR-2009	Insight Direct USA, Inc.	REGISTERED
INSIGHT GLOBAL FINANCE	Ohio		1353113 21-NOV-2002	Insight Direct USA, Inc.	Renewed (Registered) (OH)
INSIGHT GLOBAL FINANCE	South Dakota		26-NOV-2002	Insight Direct USA, Inc.	Renewed (Registered) (SD)
INSIGHT GLOBAL FINANCE	State		282535 27-NOV-2002	Insight Direct USA, Inc.	Renewed (Registered) (AZ)
INSIGHT and Design Thomson CompuMark Trademark: INSIGHT iiii	Canada	1787707 20-JUN-2016		Insight Direct USA, Inc.	Formalized (Pending)
Insight	Switzerland	62262/2010 27-APR-2011	617785 10-AUG-2011	Insight Direct USA, Inc.	REGISTERED
HARMONY	USPTO	86184116 04-FEB-2014		Insight Direct USA, Inc.	Pending Intent to Use
INSIGHT	USPTO	86855796 21-DEC-2015	5021451 16-AUG-2016	Insight Direct USA, Inc.	Registered
Design Only	USPTO	86757388 15-SEP-2015	5001816 19-JUL-2016	Insight Direct USA, Inc.	Registered
TRICENTRIC	USPTO	86308168 12-JUN-2014	4707106 24-MAR-2015	Insight Direct USA, Inc.	Registered

Mark	Country	App. No./ App. Date	Reg. No./ Reg. Date	Current Owner	Status
INSIGHTCLOUD	USPTO	85175925 12-NOV-2010	4396558 03-SEP-2013	Insight Direct USA, Inc.	Registered
INSIGHT	USPTO	77201689 08-JUN-2007	3690982 06-OCT-2009	Insight Direct USA, Inc.	Registered
INSIGHT	USPTO	77201950 08-JUN-2007	4508474 08-APR-2014	Insight Direct USA, Inc.	Registered
INSIGHT	USPTO	77201946 08-JUN-2007	3474837 29-JUL-2008	Insight Direct USA, Inc.	Registered
INSIGHT	USPTO	77201949 08-JUN-2007	3659763 28-JUL-2009	Insight Direct USA, Inc.	Registered
INSIGHT:LICENSEADVISOR	USPTO	77069247 21-DEC-2006	3709078 10-NOV-2009	Insight Direct USA, Inc.	Registered
PLUS HARDWARE	USPTO	78401210 13-APR-2004	3040250 10-JAN-2006	Insight Direct USA, Inc.	Registered
INSIGHT	USPTO	74608621 08-DEC-1994	1940956 12-DEC-1995	Insight Direct USA, Inc.	Renewed (Registered)
INSIGHT GLOBAL FINANCE	Utah		6283516 28-JUL-2006	Insight Direct USA, Inc.	Registered (UT)
INSIGHT GLOBAL FINANCE	Wisconsin		05-NOV-2003	Insight Direct USA, Inc.	Renewed (Registered) (WI)
INSIGHT GLOBAL FINANCE	Wyoming		2002-000441908 28-NOV-2002	Insight Direct USA, Inc.	Registered (WY)
INSIGHT	Australia	1417104 30-MAR-2011	1417104 30-MAR-2011	Insight Direct USA, Inc.	REGISTERED
INSIGHT:ADVISOR	Australia	1167381 22-MAR-2007	1167381 22-MAR-2007	Insight Direct USA, Inc.	REGISTERED
Insight Logo	Canada	1770542 03-MAR-2016		Insight Direct USA, Inc.	Formalized (Pending)
INSIGHTCLOUD	Canada	1504886 22-NOV-2010	TMA878843 28-MAY-2014	Insight Direct USA, Inc.	Registered
INSIGHT	Canada	1370595 05-NOV-2007	TMA780769 26-OCT-2010	Insight Direct USA, Inc.	Registered
INSIGHT:LICENSEADVISOR	Canada	1331045 11-JAN-2007	TMA771853 13-JUL-2010	Insight Direct USA, Inc.	Registered
INSIGHT.CA	Canada	1061246 31-MAY-2000	TMA564400 08-JUL-2002	Insight Direct USA, Inc.	Registered

Mark	Country	App. No./ App. Date	Reg. No./ Reg. Date	Current Owner	Status
INSIGHT·COM 800-INSIGHT DESIGN	Canada	893050 05-OCT-1998	TMA704025 08-JAN-2008	Insight Direct USA, Inc.	Registered
INSIGHT	EU trade marks	15028781 21-JAN-2016	15028781 30-MAY-2016	Insight Direct USA, Inc.	REGISTERED
Design Only	EU trade marks	14653612 06-OCT-2015	14653612 26-FEB-2016	Insight Direct USA, Inc.	REGISTERED
INSIGHT SOFTWARE LIVE	EU trade marks	6992036 16-JUN-2008	6992036 07-OCT-2009	Insight Direct USA, Inc.	REGISTERED
Insight Software LIVE	EU trade marks	6992002 16-JUN-2008	6992002 06-NOV-2009	Insight Direct USA, Inc.	REGISTERED
INSIGHT:ADVISOR	EU trade marks	6022479 20-JUN-2007	6022479 20-MAY-2008	Insight Direct USA, Inc.	REGISTERED
INSIGHT:MOBILEADVISOR	EU trade marks	5702485 20-FEB-2007	5702485 30-NOV-2007	Insight Direct USA, Inc.	REGISTERED
INSIGHT:LICENSEADVISOR	EU trade marks	5702568 20-FEB-2007	5702568 30-NOV-2007	Insight Direct USA, Inc.	REGISTERED
Whatever IT takes	EU trade marks	3409083 15-OCT-2003	3409083 15-JUN-2005	Insight Direct USA, Inc.	REGISTERED
Insight	EU trade marks	3309002 12-AUG-2003	3309002 29-JUL-2010	Insight Direct USA, Inc.	REGISTERED
INSIGHT ECREDIT	EU trade marks	1168525 11-MAY-1999	1168525 15-MAR-2001	Insight Direct USA, Inc.	REGISTERED
INSIGHT	EU trade marks	1113844 17-MAR-1999	1113844 09-AUG-2001	Insight Direct USA, Inc.	REGISTERED
SOFTWARE SPECTRUM	EU trade marks	515205 11-APR-1997	515205 14-JUN-2000	Insight Direct USA, Inc.	REGISTERED
INSIGHT	Hong Kong	301961875 30-JUN-2011	301961875 30-JUN-2011	Insight Direct USA, Inc.	REGISTERED

Mark	Country	App. No./ App. Date	Reg. No./ Reg. Date	Current Owner	Status
INSIGHTCLOUD	Hong Kong	301829304 09-FEB-2011	301829304 09-FEB-2011	Insight Direct USA, Inc.	REGISTERED
SOFTWARE SPECTRUM	Hong Kong		1999B04659 15-OCT-1996	Insight Direct USA, Inc.	REGISTERED
INSIGHTCLOUD	International Register		1088188 04-FEB-2011	Insight Direct USA, Inc.	REGISTERED
Design Only	International Register	86757388		Insight Direct USA, Inc.	UNPUBLISHED APPLICATION (PENDING)
INSIGHTCLOUD	New Zealand	837158 14-FEB-2011	837158 04-JAN-2013	Insight Direct USA, Inc.	REGISTERED
INSIGHT:MOBILEADVISOR	New Zealand	765539 22-MAR-2007	765539 14-MAY-2009	Insight Direct USA, Inc.	REGISTERED
INSIGHT:LICENSEADVISOR	New Zealand	765540 22-MAR-2007	765540 14-MAY-2009	Insight Direct USA, Inc.	REGISTERED
SOFTWARE SPECTRUM	New Zealand	275278 10-APR-1997	275278 11-FEB-1998	Insight Direct USA, Inc.	REGISTERED
insight	Singapore	T0803102C 11-MAR-2008		Insight Direct USA, Inc.	REGISTERED
insight : advisor	Singapore	T0706084D 22-MAR-2007		Insight Direct USA, Inc.	REGISTERED
insight: licenseadvisor	Singapore	T0706085B 22-MAR-2007		Insight Direct USA, Inc.	REGISTERED
insight : mobileadvisor	Singapore	T0706086J 22-MAR-2007		Insight Direct USA, Inc.	REGISTERED
DATALINK	USA	85/136,907 23-SEP-2010	4,011,401 16-AUG-2011	Datalink Corproation	REGISTERED Section 2(F)
DATALINK	USA	76/523,551 30-MAY-2003	2,902,860 16-NOV-2004	Datalink Corproation	REGISTERED
DATALINK	USA	76/009,750 27-MAR-2000	2,459,543 12-JUN-2001	Datalink Corproation	REGISTERED Section 2(F)
DATALINK and Design	USA	76/521,218 30-MAY-2003	2,902,843 16-NOV-2004	Datalink Corproation	REGISTERED
DATALINK and Design	USA	76/142,373 6-OCT-2010	2,573,148 28-MAY-2002	Datalink Corproation	REGISTERED
DATALINK ONECALL	USA	85/025,334 28-APR-2010	3,890,069 14-DEC-2010	Datalink Corporation	REGISTERED
SOLUTIONSCAPE	USA	85/225,822 25-JAN-2011	4,043,425 18-OCT-2011	Datalink Corporation	REGISTERED
STORAGESCAPE	USA	85/136,848 23-SEP-2010	4,001,483 26-JUL-2011	Datalink Corproation	REGISTERED

Mark	Country	App. No./ App. Date	Reg. No./ Reg. Date	Current Owner	Status
V-SCAPE	USA	85/225,848 25-JAN-2011	4,043,426 18-OCT-2011	Datalink Corproation	REGISTERED
DATALINK	Canada	1202840 6-JAN-2004	TMA681442 9-FEB-2007	Datalink Corproation	REGISTERED
DATALINK	Canada	1060115 24-MAY-2000	TMA625291 10-NOV-2004	Datalink Corproation	REGISTERED
DATALINK and Design	Canada	1187454 18-AUG-2003	TMA680961 1-FEB-2007	Datalink Corproation	REGISTERED
DATALINK	European Community	1670538 23-MAY-2000	1670538 4-OCT-2002	Datalink Corproation	REGISTERED

II. Patents

Patent No. Publication No. Application No.	Country	Issue Date / Pub. Date / App. Date	Title	Current Owner	Status
2010202645 2010202645 2010202645	Australia	09-AUG-2012 15-JUL-2010 25-JUN-2010	VERSION COMPLIANCE SYSTEM	Insight Direct USA, Inc.	Issued
555718 555718 555718	New Zealand	09-APR-2009 24-DEC-2008 08-JUN-2007	VERSION COMPLIANCE SYSTEM	Insight Direct USA, Inc.	Issued
555717 555717 555717	New Zealand	26-JUN-2009 28-FEB-2009 08-JUN-2007	TIME BOUND ENTITLEMENT FOR DIGITAL CONTENT DISTRIBUTION FRAMEWORK	Insight Direct USA, Inc.	Issued
551117 551117 551117	New Zealand	24-DEC-2010 27-AUG-2010 01-SEP-2005	SOFTWARE DISTRIBUTION FRAMEWORK	Insight Direct USA, Inc.	Issued
2007202636 2007202636 2007202636	Australia	21-JUN-2010 03-JAN-2008 08-JUN-2007	TIME BOUND ENTITLEMENT FOR DIGITAL CONTENT DISTRIBUTION FRAMEWORK	Insight Direct USA, Inc.	Issued
8,412,678 US-2011-0191296-A1 12/833,899	USA	04-APR-2013 04-AUG-2011 16-SEP-2010	SYSTES AND METHODS FOR PROVIDING BUSINESS CONTINUITY SERVICES	Datalink Corporation	Issued

III. COPYRIGHTS

None

EXHIBIT C

Schedule 1 to Amended and Restated Pledge Agreement – Pledged Subsidiaries

Pledged Stock

Name of Pledgor	Name of Pledged Subsidiary	Number of Shares held by Pledgor being Pledged		Percentage of Shares held by Pledgor being Pledged			Certificate Number
Insight Direct USA, Inc.	BlueMetal Architects, Inc.		100		100	%	N/A
Datalink Corporation	MV Sub, Inc.		100		100	%	2
Datalink Corporation	STI Acquisition Corp.		100		100	%	2

Pledged Membership Interests

Name of Pledgor	Name of Pledged Subsidiary	Percentage of Pledgor’s Membership Interests being Pledged
Calence, LLC	Calence Physical Security Solutions, LLC		100	%
Insight Direct USA, Inc.	Calence, LLC		100	%
Insight Direct USA, Inc.	Insight Consulting Services, LLC		100	%
Insight Direct USA, Inc.	Insight Receivables Holding, LLC		100	%
Insight Direct USA, Inc.	Insight Stadium Services, LLC		100	%
Insight Public Sector, Inc.	Insight Receivables Holding, LLC		100	%
Datalink Corporation	Datalink Holding LLC		100	%

Pledged Partnership Interests

None.

EXHIBIT D

Amended Schedules to Parent Guarantor Pledge Agreement

SCHEDULE I

PLEDGED SUBSIDIARIES

Pledged Stock

Name of Pledgor	Name of Pledged Subsidiary	Number of Shares being Pledged		Percentage of Shares held by Pledgor being Pledged			Certificate Number
Insight Enterprises, Inc.	Insight Direct Worldwide, Inc.		10,000		100	%	1
Insight Enterprises, Inc.	Insight Technology Solutions, Inc.		100		100	%	2
Insight Enterprises, Inc.	Datalink Corporation		1,000		100	%	N/A

Pledged Membership Interests

Name of Pledgor	Name of Pledged Subsidiary	Percentage of Pledgor’s Membership Interests being Pledged
Insight Enterprises, Inc.	Insight Receivables Holding, LLC		100	%

Pledged Partnership Interests

None.

EX-21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

SUBSIDIARY	STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
3683371 Canada, Inc.	Canada
Action Computer Supplies Limited (Dormant)	United Kingdom
Action Ltd. (Dormant)	United Kingdom
BlueMetal Architects, Inc.	Delaware
Calence, LLC	Delaware
Calence Physical Security Solutions, LLC	Arizona
Computers by Post Limited (Dormant)	United Kingdom
Docufile Limited (Dormant)	United Kingdom
DSI Data Systems International Limited (Dormant)	United Kingdom
Frasier Associates plc (Dormant)	United Kingdom
Ignia Pty Ltd	Australia
Insight Technology Solutions s.r.o. (Dormant)	Czech Republic
Insight Australia Holdings Pty Ltd	Australia
Insight Canada Holdings, Inc.	Arizona
Insight Canada Inc.	Ontario
Insight Consulting Services, LLC	Arizona
Insight Data Technologies Ltd	Ireland
Insight Deutschland GmbH & Ko KG (Dormant)	Germany
Insight Development Corp Limited (Dormant)	United Kingdom
Insight Direct (GB) Limited (Dormant)	United Kingdom
Insight Direct (UK) Limited	United Kingdom
Insight Direct Canada, Inc.	Canada
Insight Direct Services Limited (Dormant)	United Kingdom
Insight Direct USA, Inc.	Illinois
Insight Direct Worldwide, Inc.	Arizona
Insight Enterprises Australia Pty Limited	Australia
Insight Enterprises BV	Netherlands
Insight Enterprises CV	Netherlands
Insight Enterprises UK, Ltd.	United Kingdom
Insight Enterprises Holdings BV	Netherlands
Insight Enterprises Hong Kong	Hong Kong
Insight Enterprises Netherlands BV	Netherlands
Insight Enterprises (NZ) Limited	New Zealand
Insight Enterprises (Shanghai) Co. Ltd	China
Insight Holding (Deutschland) GmbH (Dormant)	Germany
Insight Marketing GmbH (Dormant)	Germany
Insight Networking Solutions Ltd	United Kingdom
Insight North America, Inc.	Arizona
Insight Public Sector, Inc.	Illinois
Insight Receivables Holding, LLC	Illinois
Insight Receivables, LLC	Illinois
Insight Stadium Services, LLC (Dormant)	Arizona
Insight Technology Solutions AB	Sweden
Insight Technology Solutions AG	Switzerland
Insight Technology Solutions ApS	Denmark
Insight Technology Solutions BVBA (Dormant)	Belgium
Insight Technology Solutions GmbH	Austria

Insight Technology Solutions GmbH	Germany
Insight Technology Solutions, Inc.	Delaware
Insight Technology Solutions LLC	Russia
Insight Technology Solutions NUF	Norway
Insight Technology Solutions Oy	Finland
Insight Technology Solutions Pte Ltd	Singapore
Insight Technology Solutions SAS	France
Insight Technology Solutions S.L.	Spain
Insight Technology Solutions SRL	Italy
Insight UK Acquisitions Limited (Dormant)	United Kingdom
Minx Limited (Dormant)	United Kingdom
PC Wholesale Ltd (Dormant)	United Kingdom
Pulse Building Limited (Dormant)	United Kingdom
Software Spectrum Holdings Limited (Dormant)	United Kingdom
Software Spectrum (UK) Limited (Dormant)	United Kingdom
Software Spectrum Services BV (Dormant)	Netherlands
SSI Britain Limited (Dormant)	United Kingdom

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Insight Enterprises, Inc.:

We consent to the incorporation by reference in the registration statement Nos. 333-147879 and 333-176021 on Form S-8 of Insight Enterprises, Inc. of our reports dated February 17, 2017, with respect to the consolidated balance sheets of Insight Enterprises, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the December 31, 2016 annual report on Form 10-K of Insight Enterprises, Inc.

/s/ KPMG LLP

Phoenix, Arizona

February 17, 2017

EX-24.1

Exhibit 24.1

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan and Samuel C. Cowley his true and lawful attorneys-in-fact and agents, for him, and in his name, place and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 8th day of February, 2017.

/s/ Timothy A. Crown

Timothy A. Crown

EX-24.2

Exhibit 24.2

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan, and Samuel C. Cowley his true and lawful attorneys-in-fact and agents, for him, and in his name, place, and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 8th day of February, 2017.

/s/ Richard E. Allen

Richard E. Allen

EX-24.3

Exhibit 24.3

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan, and Samuel C. Cowley his true and lawful attorneys-in-fact and agents, for him, and in his name, place, and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 8th day of February, 2017.

/s/ Bruce W. Armstrong

Bruce W. Armstrong

EX-24.4

Exhibit 24.4

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan, and Samuel C. Cowley her true and lawful attorneys-in-fact and agents, for her, and in her name, place, and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 8th day of February, 2017.

/s/ Catherine Courage

Catherine Courage

EX-24.5

Exhibit 24.5

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan, and Samuel C. Cowley his true and lawful attorneys-in-fact and agents, for him, and in his name, place, and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 8th day of February, 2017.

/s/ Bennett Dorrance

Bennett Dorrance

EX-24.6

Exhibit 24.6

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan, and Samuel C. Cowley his true and lawful attorneys-in-fact and agents, for him, and in his name, place, and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 8th day of February, 2017.

/s/ Michael M. Fisher

Michael M. Fisher

EX-24.7

Exhibit 24.7

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan, and Samuel C. Cowley his true and lawful attorneys-in-fact and agents, for him, and in his name, place, and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 8th day of February, 2017.

/s/ Anthony A. Ibargüen

Anthony A. Ibargüen

EX-24.8

Exhibit 24.8

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan, and Samuel C. Cowley his true and lawful attorneys-in-fact and agents, for him, and in his name, place, and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 6th day of February, 2017.

/s/ Robertson C. Jones

Robertson C. Jones

EX-24.9

Exhibit 24.9

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kenneth T. Lamneck, Glynis A. Bryan, and Samuel C. Cowley her true and lawful attorneys-in-fact and agents, for her, and in her name, place, and stead, in any and all capacities (i) to sign the Insight Enterprises, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 8th day of February, 2017.

/s/ Kathleen S. Pushor

Kathleen S. Pushor

EX-31.1

INSIGHT ENTERPRISES, INC.

Exhibit 31.1

CERTIFICATION

I, Kenneth T. Lamneck, certify that:

1. I have reviewed this Annual Report on Form 10-K of Insight Enterprises, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 17, 2017

By:	/s/ Kenneth T. Lamneck
	Kenneth T. Lamneck Chief Executive Officer

EX-31.2

INSIGHT ENTERPRISES, INC.

Exhibit 31.2

CERTIFICATION

I, Glynis A. Bryan, certify that:

1. I have reviewed this Annual Report on Form 10-K of Insight Enterprises, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 17, 2017

By:	/s/ Glynis A. Bryan
	Glynis A. Bryan
	Chief Financial Officer

EX-32.1

INSIGHT ENTERPRISES, INC.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Insight Enterprises, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Kenneth T. Lamneck, Chief Executive Officer of the Company, and Glynis A. Bryan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Kenneth T. Lamneck
	Kenneth T. Lamneck
	Chief Executive Officer
	February 17, 2017
By:	/s/ Glynis A. Bryan
	Glynis A. Bryan
	Chief Financial Officer
	February 17, 2017

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Feb. 10, 2017	Jun. 30, 2016
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Trading Symbol	NSIT
Entity Registrant Name	INSIGHT ENTERPRISES INC
Entity Central Index Key	0000932696
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		35,485,034
Entity Public Float			$ 912,053,610

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 202,882	$ 187,978
Accounts receivable, net	1,436,742	1,315,094
Inventories	148,203	119,820
Inventories not available for sale	68,619	51,756
Other current assets	127,159	77,011
Total current assets	1,983,605	1,751,659
Property and equipment, net	70,910	88,281
Goodwill	62,645	56,195
Intangible assets, net	20,707	26,983
Deferred income taxes	52,347	62,986
Other assets	29,086	27,913
Total assets	2,219,300	2,014,017
Current liabilities:
Accounts payable-trade	1,070,259	905,464
Accounts payable-inventory financing facility	154,930	106,327
Accrued expenses and other current liabilities	151,895	144,633
Current portion of long-term debt	480	1,535
Deferred revenue	61,098	50,166
Total current liabilities	1,438,662	1,208,125
Long-term debt	40,251	89,000
Deferred income taxes	900	239
Other liabilities	26,044	30,911
Total liabilities	1,505,857	1,328,275
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 3,000 shares authorized; no shares issued
Common stock, $0.01 par value, 100,000 shares authorized; 35,484 and 37,106 shares issued and outstanding in 2016 and 2015, respectively	355	371
Additional paid-in capital	309,650	316,686
Retained earnings	459,537	408,721
Accumulated other comprehensive loss - foreign currency translation adjustments	(56,099)	(40,036)
Total stockholders' equity	713,443	685,742
Total liabilities and stockholders' equity	$ 2,219,300	$ 2,014,017

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	35,484,000	37,106,000
Common stock, shares outstanding	35,484,000	37,106,000

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Net sales	$ 1,467,583	$ 1,392,716	$ 1,456,234	$ 1,168,982	$ 1,387,185	$ 1,342,195	$ 1,424,031	$ 1,219,679	$ 5,485,515	$ 5,373,090	$ 5,316,229
Costs of goods sold	1,276,614	1,210,908	1,247,017	1,007,874	1,206,332	1,159,944	1,232,616	1,057,866	4,742,413	4,656,758	4,603,826
Gross profit	190,969	181,808	209,217	161,108	180,853	182,251	191,415	161,813	743,102	716,332	712,403
Operating expenses:
Selling and administrative expenses	145,066	143,872	150,186	146,119	147,310	148,796	148,004	140,796	585,243	584,906	576,967
Severance and restructuring expenses	1,527	788	909	1,356	2,995	817	372	723	4,580	4,907	4,433
Acquisition-related expenses	3,706	741							4,447
Earnings from operations	40,670	36,407	58,122	13,633	30,548	32,638	43,039	20,294	148,832	126,519	131,003
Non-operating (income) expense:
Interest income	(282)	(318)	(216)	(250)	(172)	(265)	(192)	(154)	(1,066)	(783)	(1,062)
Interest expense	2,271	2,517	1,992	1,848	1,706	2,062	1,718	1,738	8,628	7,224	6,019
Net foreign currency exchange loss (gain)	(520)	579	(153)	616	535	(1,561)	20	613	522	(393)	327
Other expense, net	311	352	359	268	326	357	281	331	1,290	1,295	1,347
Earnings before income taxes	38,890	33,277	56,140	11,151	28,153	32,045	41,212	17,766	139,458	119,176	124,372
Income tax expense	17,790	11,642	21,073	4,263	9,577	11,220	15,713	6,815	54,768	43,325	48,688
Net earnings	$ 21,100	$ 21,635	$ 35,067	$ 6,888	$ 18,576	$ 20,825	$ 25,499	$ 10,951	$ 84,690	$ 75,851	$ 75,684
Net earnings per share:
Basic	$ 0.59	$ 0.61	$ 0.96	$ 0.19	$ 0.50	$ 0.56	$ 0.67	$ 0.28	$ 2.35	$ 2.00	$ 1.84
Diluted	$ 0.59	$ 0.60	$ 0.96	$ 0.18	$ 0.50	$ 0.56	$ 0.67	$ 0.27	$ 2.32	$ 1.98	$ 1.83
Shares used in per share calculations:
Basic	35,479	35,474	36,380	37,075	37,099	37,095	38,067	39,673	36,102	37,984	41,062
Diluted	35,963	35,790	36,612	37,386	37,429	37,351	38,326	39,994	36,438	38,275	41,358

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Statement of Comprehensive Income [Abstract]
Net earnings	$ 84,690	$ 75,851	$ 75,684
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(16,063)	(26,707)	(27,270)
Total comprehensive income	$ 68,627	$ 49,144	$ 48,414

XML

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]
Beginning Balance at Dec. 31, 2013	$ 716,918	$ 420		$ 348,703	$ 13,941	$ 353,854
Beginning Balance, Shares at Dec. 31, 2013		42,023
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes, Value	(2,028)	$ 2		(2,030)
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes, Shares		264
Stock-based compensation expense	7,750			7,750
Tax benefit from stock-based compensation	560			560
Repurchase of treasury stock, Amount	(50,383)		$ (50,383)
Repurchase of treasury stock, Shares			(2,140)
Retirement of treasury stock, Amount		$ (21)	$ 50,383	(17,816)		(32,546)
Retirement of treasury stock, Shares		(2,140)	2,140
Foreign currency translation adjustments, net of tax	(27,270)				(27,270)
Net earnings	75,684					75,684
Ending Balance at Dec. 31, 2014	721,231	$ 401		337,167	(13,329)	396,992
Ending Balance, Shares at Dec. 31, 2014		40,147
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes, Value	(2,265)	$ 3		(2,268)
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes, Shares		259
Stock-based compensation expense	8,922			8,922
Tax benefit from stock-based compensation	553			553
Repurchase of treasury stock, Amount	(91,843)		$ (91,843)
Repurchase of treasury stock, Shares			(3,300)
Retirement of treasury stock, Amount		$ (33)	$ 91,843	(27,688)		(64,122)
Retirement of treasury stock, Shares		(3,300)	3,300
Foreign currency translation adjustments, net of tax	(26,707)				(26,707)
Net earnings	75,851					75,851
Ending Balance at Dec. 31, 2015	685,742	$ 371		316,686	(40,036)	408,721
Ending Balance, Shares at Dec. 31, 2015		37,106
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes, Value	(2,219)	$ 3		(2,222)
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes, Shares		269
Stock-based compensation expense	11,058			11,058
Tax benefit from stock-based compensation	235			235
Repurchase of treasury stock, Amount	(50,000)		$ (50,000)
Repurchase of treasury stock, Shares			(1,891)
Retirement of treasury stock, Amount		$ (19)	$ 50,000	(16,107)		(33,874)
Retirement of treasury stock, Shares		(1,891)	1,891
Foreign currency translation adjustments, net of tax	(16,063)				(16,063)
Net earnings	84,690					84,690
Ending Balance at Dec. 31, 2016	$ 713,443	$ 355		$ 309,650	$ (56,099)	$ 459,537
Ending Balance, Shares at Dec. 31, 2016		35,484

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net earnings	$ 84,690	$ 75,851	$ 75,684
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization of property and equipment	27,493	26,649	29,243
Amortization of intangible assets	10,637	11,308	11,327
Non-cash real estate impairment		800	4,558
Provision for losses on accounts receivable	2,452	6,761	4,409
Write-downs of inventories	2,934	3,997	2,630
Write-off of property and equipment		535	741
Non-cash stock-based compensation	11,058	8,922	7,750
Excess tax benefit from employee gains on stock-based compensation	(323)	(592)	(568)
Deferred income taxes	10,517	5,174	3,794
Gain on related party sale of property and equipment			(895)
Gain on sale of real estate	(338)
Changes in assets and liabilities:
Increase in accounts receivable	(168,966)	(47,206)	(107,969)
Increase in inventories	(50,712)	(9,214)	(35,714)
Increase in other assets	(50,130)	(26,714)	(3,578)
Increase in accounts payable	193,582	113,594	121,506
Increase in deferred revenue	10,633	2,927	8,303
Increase (decrease) in accrued expenses and other liabilities	12,278	7,718	(10,902)
Net cash provided by operating activities	95,805	180,510	110,319
Cash flows from investing activities:
Acquisition of Ignia, net of cash acquired	(10,804)
Acquisition of BlueMetal, net of cash acquired	507
Acquisition of BlueMetal, net of cash acquired		(44,221)
Purchases of property and equipment	(12,266)	(13,416)	(9,983)
Proceeds from related party sale of property and equipment			2,472
Proceeds from sale of real estate, net	1,378
Net cash used in investing activities	(21,185)	(57,637)	(7,511)
Cash flows from financing activities:
Borrowings on senior revolving credit facility	772,218	686,410	484,992
Repayments on senior revolving credit facility	(772,218)	(686,410)	(501,492)
Borrowings on accounts receivable securitization financing facility	2,802,000	1,897,100	1,050,070
Repayments on accounts receivable securitization financing facility	(2,851,500)	(1,869,100)	(1,039,070)
Borrowings under other financing agreements			2,002
Repayments under other financing agreements	(1,309)	(543)	(150)
Payments on capital lease obligations	(445)	(223)	(217)
Net borrowings (repayments) under inventory financing facility	48,603	(16,454)	7,529
Payment of deferred financing fees	(3,360)		(351)
Excess tax benefit from employee gains on stock-based compensation	323	592	568
Payment of payroll taxes on stock-based compensation through shares withheld	(2,219)	(2,265)	(2,028)
Repurchases of common stock	(50,000)	(91,843)	(50,383)
Net cash used in financing activities	(57,907)	(82,736)	(48,530)
Foreign currency exchange effect on cash and cash equivalent balances	(1,809)	(16,683)	(16,571)
Increase in cash and cash equivalents	14,904	23,454	37,707
Cash and cash equivalents at beginning of year	187,978	164,524	126,817
Cash and cash equivalents at end of year	$ 202,882	$ 187,978	$ 164,524

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Operations and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Operations and Summary of Significant Accounting Policies

(1) Operations and Summary of Significant Accounting Policies

Description of Business

We are a Fortune 500-ranked global provider of information technology (“IT”) hardware, software, Cloud and service solutions to business, government, healthcare and educational clients. Our Company is organized in the following three operating segments, which are primarily defined by their related geographies:

Operating Segment	Geography
North America	United States and Canada
EMEA	Europe, Middle East and Africa
APAC	Asia-Pacific

Our offerings in North America and select countries in EMEA and APAC include hardware, software and services. Our offerings in the remainder of our EMEA and APAC segments are largely software and select software-related services.

Acquisitions

Effective September 1, 2016, we acquired Ignia Pty Ltd (“Ignia”), a business technology consulting and managed services provider headquartered in Perth, Australia, with an additional office in Melbourne, for a cash purchase price, net of cash acquired, of approximately $10,804,000. The acquisition was funded using cash on hand.

Effective October 1, 2015, we acquired BlueMetal Architects, Inc. (“BlueMetal”), an interactive design and technology architecture firm based in the Boston area with offices in Chicago and New York, for a cash purchase price, net of cash acquired, of approximately $44,221,000. The acquisition was funded using borrowings under our accounts receivable securitization financing facility.

Our results of operations include the results of Ignia and BlueMetal from their acquisition dates of September 1, 2016 and October 1, 2015, respectively. (See Note 22 for a discussion of our acquisitions.)

Principles of Consolidation and Presentation

The consolidated financial statements include the accounts of Insight Enterprises, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. References to “the Company,” “Insight,” “we,” “us,” “our” and other similar words refer to Insight Enterprises, Inc. and its consolidated subsidiaries, unless the context suggests otherwise.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Additionally, these estimates and assumptions affect the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to sales recognition, anticipated achievement levels under partner funding programs, assumptions related to stock-based compensation valuation, allowances for doubtful accounts, valuation of inventories, litigation-related obligations, valuation allowances for deferred tax assets and impairment of long-lived assets, including purchased intangibles and goodwill, if indicators of potential impairment exist.

Cash and Cash Equivalents

We consider all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents.

Book overdrafts represent the amount by which outstanding checks issued, but not yet presented to our banks for disbursement, exceed balances on deposit in applicable bank accounts and a legal right of offset with our positive cash balances in other financial institution accounts does not exist. Our book overdrafts, which are not directly linked to a credit facility or other bank overdraft arrangement, do not result in an actual bank financing, but rather constitute normal unpaid trade payables at the end of a reporting period. These amounts are included within our accounts payable balance in our consolidated balance sheets. The changes in these book overdrafts are included within the changes in accounts payable line item as a component of cash flows from operating activities in our consolidated statements of cash flows.

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts to reflect our best estimate of probable losses inherent in our accounts receivable balance. The allowance is based on our evaluation of the aging of the receivables, historical write-offs and the current economic environment. We write off individual accounts against the reserve when we no longer believe that it is probable that we will collect the receivable because we become aware of a client’s or partner’s inability to meet its financial obligations. Such awareness may be as a result of bankruptcy filings, or deterioration in the client’s or partner’s operating results or financial position.

Inventories

We state inventories, principally purchased IT hardware, at the lower of weighted average cost (which approximates cost under the first-in, first-out method) or market. We evaluate inventories for excess, obsolescence or other factors that may render inventories unmarketable at normal margins. Write-downs are recorded so that inventories reflect the approximate net realizable value and take into account contractual provisions with our partners governing price protection, stock rotation and return privileges relating to obsolescence. Because of the large number of transactions and the complexity of managing the price protection and stock rotation process, estimates are made regarding write-downs of the carrying amount of inventories. Additionally, assumptions about future demand, market conditions and decisions by manufacturers/publishers to discontinue certain products or product lines can affect our decision to write down inventories.

Inventories not available for sale relate to product sales transactions in which we are warehousing the product and will be deploying the product to our clients’ designated locations subsequent to period-end. Additionally, we may perform services on a portion of the product prior to shipment to our clients and will be paid a fee for doing so. Although these product contracts are non-cancelable with customary credit terms beginning the date the inventories are segregated in our warehouse and invoiced to the client and the warranty periods begin on the date of invoice, these transactions do not meet the sales recognition criteria under GAAP. Therefore, we do not record sales and the inventories are classified as inventories not available for sale on our consolidated balance sheet until the product is delivered. If clients remit payment before we deliver the product to them, we record the payments received as deferred revenue on our consolidated balance sheet until such time as the product is delivered.

Property and Equipment

We record property and equipment at cost. We capitalize major improvements and betterments, while maintenance, repairs and minor replacements are expensed as incurred. Depreciation or amortization is provided using the straight-line method over the following estimated economic lives of the assets:

	Estimated Economic Life
Leasehold improvements	Shorter of underlying lease term or asset life
Furniture and fixtures	2 – 7 years
Equipment	3 – 5 years
Software	3 – 10 years
Buildings	29 years

Costs incurred to develop internal-use software during the application development stage, including capitalized interest, are recorded in property and equipment at cost. External direct costs of materials and services consumed in developing or obtaining internal-use computer software and payroll and payroll-related costs for teammates who are directly associated with and who devote time to internal-use computer software development projects, to the extent of the time spent directly on the project and specific to application development, are capitalized.

Reviews are regularly performed to determine whether facts and circumstances exist which indicate that the useful life is shorter than originally estimated or the carrying amount of assets may not be recoverable. When an indication exists that the carrying amount of long-lived assets may not be recoverable, we assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets.

Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The quantitative two-step goodwill impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. The Company has three reporting units, which are the same as our operating segments. Multiple valuation techniques can be used to assess the fair value of the reporting unit. All of these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both.

Intangible Assets

We amortize intangible assets acquired in business combinations using the straight-line method over the following estimated economic lives of the intangible assets from the date of acquisition:

	Estimated Economic Life
Customer relationships	2 – 11 years
Tradenames and Restrictive Covenant Agreements	9 months – 3 years

We regularly perform reviews to determine if facts and circumstances exist which indicate that the useful lives of our intangible assets are shorter than originally estimated or the carrying amount of these assets may not be recoverable. When an indication exists that the carrying amount of intangible assets may not be recoverable, we assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets.

Trade Credits

Trade credit liabilities arise from aged unclaimed credit memos, duplicate payments, payments for returned product or overpayments made to us by our clients, and, to a lesser extent, from goods received by us from a partner for which we were never invoiced. Trade credit liabilities are included in accrued expenses and other current liabilities in our consolidated balance sheets. We derecognize the liability as a reduction of costs of goods sold only if it has been extinguished, upon either (1) our payment of the liability to relieve our obligation or (2) our legal release from the related obligation.

Self Insurance

We are self-insured in the United States for medical insurance up to certain annual stop-loss limits and workers’ compensation claims up to certain deductible limits. We establish reserves for claims, both reported and incurred but not reported, using currently available information as well as our historical claims experience.

Treasury Stock

We record repurchases of our common stock as treasury stock at cost. We also record the subsequent retirement of these treasury shares at cost. The excess of the cost of the shares retired over their par value is allocated between additional paid-in capital and retained earnings. The amount recorded as a reduction of paid-in capital is based on the excess of the average original issue price of the shares over par value. The remaining amount is recorded as a reduction of retained earnings.

Sales Recognition

Sales are recognized when title and risk of loss are passed to the client, there is persuasive evidence of an arrangement for sale, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable and collectibility is reasonably assured. Our standard sales terms are F.O.B. shipping point or equivalent, at which time title and risk of loss have passed to the client. However, because we either (i) have a general practice of covering client losses while products are in transit despite title and risk of loss contractually transferring at the point of shipment or (ii) have specifically stated F.O.B. destination contractual terms with the client, delivery is not deemed to have occurred until the point in time when the product is received by the client.

We leverage drop-shipment arrangements with many of our partners and suppliers to deliver products to our clients without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-shipment arrangements on a gross basis when the product is received by the client. We recognize revenue on a gross basis as the principal in the transaction because we control the transaction as the primary obligor for product fulfillment in the arrangement, we assume inventory risk if the product is returned by the client, we set the price of the product charged to the client, we assume credit risk for the amounts invoiced, and we work closely with our clients to determine their hardware and software specifications.

We make provisions for estimated product returns that we expect to occur under our return policy based upon historical return rates. Our manufacturers warrant most of the products we market, and it is our policy to request that clients return their defective products directly to the manufacturer for warranty service during the manufacturer’s warranty period. On selected products, and for selected client service reasons, we may accept returns directly from the client and then either credit the client or ship a replacement product. We generally offer a limited 15- to 30-day return policy for unopened products and certain opened products, which are consistent with manufacturers’ terms; however, for some products we may charge restocking fees. Products returned opened are processed and returned to the manufacturer or partner for repair, replacement or credit to us. Subject to some manufacturers’ restrictions, certain products cannot be returned to the manufacturer for warranty processing. We resell most unopened products returned to us. If we accept a return from a client that we cannot return to the partner, we try to mitigate our losses by selling to inventory liquidators, to end users as “previously sold” or “used” products, or through other channels.

We record the freight we bill to our clients as net sales and the related freight costs we pay as costs of goods sold. We report sales net of any sales-based taxes assessed by governmental authorities that are imposed on and concurrent with sales transactions.

Revenue is recognized from software sales when clients acquire the right to use or copy software under license, but in no case prior to the commencement of the term of the initial software license agreement, provided that all other revenue recognition criteria have been met (i.e., evidence of the arrangement exists, the fee is fixed or determinable and collectibility of the fee is probable).

We sell certain third-party service contracts, software maintenance and Cloud or software-as-a-service subscription products for which we are not the primary obligor. These sales do not meet the criteria for gross sales recognition, and thus are recorded on a net sales recognition basis. As we enter into contracts with third-party service providers or vendors and our clients, we evaluate whether the subsequent sales of such services should be recorded as gross sales or net sales. We determine whether we act as a principal in the transaction and assume the risks and rewards of ownership or if we are simply acting as an agent or broker. Under gross sales recognition, the selling price is recorded in sales and our cost to the third-party service provider or vendor is recorded in costs of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to sales, resulting in net sales equal to the gross profit on the transaction, and there are no costs of goods sold.

We recognize revenue for sales of services ratably over the time period over which the service will be provided if there is no discernible pattern of recognition of the cost to perform the service. Billings for such services that are made in advance of the related revenue recognized are recorded as deferred revenue and recognized as revenue ratably over the billing coverage period. Revenue from certain arrangements that allow for the use of a product or service over a period of time without taking possession of software are also accounted for ratably over the time period over which the service will be provided.

We recognize revenue for professional services engagements that are on a time and materials basis based upon hours incurred as the services are performed and amounts are earned. Net sales for these services engagements are not a significant portion of our consolidated net sales.

Additionally, we sell certain professional services contracts on a fixed fee basis. Revenues for fixed fee professional services contracts are recognized based on the ratio of costs incurred to total estimated costs. Net sales for these service contracts are not a significant portion of our consolidated net sales.

In certain arrangements, we may provide a combination of hardware and software products and the provision of services. Services that are performed by us in conjunction with hardware and software sales that are completed in our facilities prior to shipment of the product are recognized upon delivery, when title passes to the client, for the hardware sale. Net sales of services that are performed at client locations are primarily service-only contracts and are recorded as sales when the services are performed. The total consideration for an arrangement with multiple deliverables is allocated to all deliverables that represent a separate unit of accounting using the relative selling price method.

Costs of Goods Sold

Costs of goods sold include product costs, direct costs incurred associated with delivering services, outbound and inbound freight costs and provisions for inventory reserves. These costs are reduced by provisions for supplier discounts and certain payments and credits received from partners, as described under “Partner Funding” below.

Selling and Administrative Expenses

Selling and administrative expenses include salaries and wages, bonuses and incentives, stock-based compensation expense, employee-related expenses, facility-related expenses, marketing and advertising expense, reduced by certain payments and credits received from partners related to shared marketing expense programs, as described under “Partner Funding” below, depreciation of property and equipment, professional fees, amortization of intangible assets, provisions for losses on accounts receivable and other operating expenses.

Partner Funding

We receive payments and credits from partners, including consideration pursuant to volume sales incentive programs, volume purchase incentive programs and shared marketing expense programs. Partner funding received pursuant to volume sales incentive programs is recognized as it is earned as a reduction to costs of goods sold. Partner funding received pursuant to volume purchase incentive programs is allocated as a reduction to inventories based on the applicable incentives earned from each partner and is recorded in cost of goods sold as the related inventory is sold. Partner funding received pursuant to shared marketing expense programs is recorded as it is earned as a reduction of the related selling and administrative expenses in the period the program takes place if the consideration represents a reimbursement of specific, incremental, identifiable costs. Consideration that exceeds the specific, incremental, identifiable costs is classified as a reduction of costs of goods sold. The amount of partner funding recorded as a reduction of selling and administrative expenses in our statements of operations totaled $45,801,000, $43,311,000 and $40,106,000 in 2016, 2015 and 2014, respectively.

Concentrations of Risk

Credit Risk

Although we are affected by the international economic climate, management does not believe material credit risk concentration existed at December 31, 2016. We monitor our clients’ financial condition and do not require collateral. No single client accounted for more than 3% of our consolidated net sales in 2016.

Supplier Risk

Purchases from Microsoft accounted for approximately 27% of our aggregate purchases in 2016. No other partner accounted for more than 10% of purchases in 2016. Our top five partners as a group for 2016 were Microsoft, Ingram Micro (a distributor), HP Inc., Cisco and Tech Data (a distributor), and approximately 59% of our total purchases during 2016 came from this group of partners. Although brand names and individual products are important to our business, we believe that competitive sources of supply are available in substantially all of our product categories such that, with the exception of Microsoft, we are not dependent on any single partner for sourcing products.

Advertising Costs

Advertising costs are expensed as they are incurred. Advertising expense of $37,565,000, $33,568,000 and $31,214,000 was recorded in 2016, 2015 and 2014, respectively. These amounts were predominantly offset by partner funding earned pursuant to shared marketing expense programs recorded as a reduction of selling and administrative expenses, as discussed in “Partner Funding” above.

Stock-Based Compensation

Stock-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Stock-based compensation expense is classified in the same line item of our consolidated statements of operations as other payroll-related expenses specific to the employee. Compensation expense related to service-based restricted stock units (“RSUs”) is recognized on a straight-line basis over the requisite service period for the entire award. Compensation expense related to performance-based RSUs is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards (i.e., a graded vesting basis).

Foreign Currencies

We use the U.S. dollar as our reporting currency. The functional currencies of our foreign subsidiaries are the local currencies. Accordingly, assets and liabilities of the subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet dates. Income and expense items are translated at the average exchange rate for each month within the year. The resulting translation adjustments are recorded directly in accumulated other comprehensive income (loss), net of tax – foreign currency translation adjustments as a separate component of stockholders’ equity. Net foreign currency transaction gains/losses, including transaction gains/losses on intercompany balances that are not of a long-term investment nature and non-functional currency cash balances, are reported as a separate component of non-operating (income) expense in our consolidated statements of operations.

Derivative Financial Instruments

We enter into forward foreign exchange contracts to mitigate the risk of non-functional currency monetary assets and liabilities on our consolidated financial statements. These forward contracts are not designated as hedge instruments. The fair value of all derivative assets and liabilities are recorded gross in the other current assets and accrued expenses and other current liabilities sections of our consolidated balance sheets. Gains/losses are recorded net in non-operating (income) expense in our consolidated statements of operations.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.

We recognize net deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Interest and penalties related to unrecognized tax benefits are recognized within the income tax expense line in our consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in our consolidated balance sheets.

Net Earnings Per Share (“EPS”)

Basic EPS is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during each year. Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding RSUs. A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):

	Years Ended December 31,
	2016		2015		2014
Numerator:
Net earnings	$	84,690	$	75,851	$	75,684
Denominator:
Weighted-average shares used to compute basic EPS		36,102		37,984		41,062
Dilutive potential common shares due to dilutive RSUs, net of tax effect		336		291		296
Weighted-average shares used to compute diluted EPS		36,438		38,275		41,358
Net earnings per share:
Basic	$	2.35	$	2.00	$	1.84
Diluted	$	2.32	$	1.98	$	1.83

In 2016, 2015 and 2014, approximately 36,000, 1,000 and 20,000, respectively, of our RSUs were not included in the diluted EPS calculations because their inclusion would have been anti-dilutive. These share-based awards could be dilutive in the future.

Recently Issued Accounting Standards

In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-18, “Restricted Cash.” The new standard requires companies to include cash and cash equivalents that have restrictions on withdrawal or use within total cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The new standard should be adopted retrospectively. We plan to adopt this new standard in the first quarter of 2018 and do not expect the adoption to have a material effect on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The new standard is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. It addresses eight specific cash flow issues to clarify the presentation and classification of cash receipts and cash payments in the statement of cash flows. The new standard is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The new standard should be adopted retrospectively. We plan to adopt this new standard in the first quarter of 2018 and do not expect the adoption to have a material effect on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which supersedes the existing lease recognition requirements in the existing accounting standard for leases. The core principal of the new standard is that an entity should recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The new standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal years. Early adoption is permitted. The new standard is to be applied using a modified retrospective transition method with the option to elect a number of practical expedients. We expect to adopt the new standard in the first quarter of 2019 and are in the process of determining the effect that the adoption of ASU 2016-02 will have on our consolidated financial statements and disclosures. We have not yet selected our planned transition approach.

In March 2016, FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This new standard simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This new standard requires that excess tax benefits and deficiencies be recognized as income tax benefit or expense in the income statement, and, therefore, we anticipate increased income tax expense volatility after adoption of this new standard. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. We will adopt the new standard in the first quarter of 2017 and do not expect it to have a material effect on our consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” This standard changes the measurement from lower of cost or market to lower of cost and net realizable value. This standard is effective for reporting periods beginning after December 15, 2016 and shall be applied prospectively. We will adopt the standard in the first quarter of 2017 and do not expect it to have a material effect on our consolidated financial statements.

On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which amends the existing accounting standards for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the mandatory effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, the Company may adopt the standard in either its first quarter of 2017 or 2018. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. We are in the process of determining the effect that the adoption will have on our consolidated financial statements. Based on our analysis to date, we have reached the following tentative conclusions regarding the new standard and how we expect it to affect our consolidated financial statements and related disclosures:

• We expect to adopt the standard in the first quarter of 2018 and will not early adopt.

• We expect to use the cumulative effect transition method. Such method provides that upon applying the new standard, the cumulative effect from prior periods is recognized in our consolidated balance sheet as of the date of adoption, including an adjustment to retained earnings. Prior periods will not be retrospectively adjusted.

• We believe that since substantially all of our revenue is contractual, substantially all of our revenue falls within the scope of ASU No. 2014-09, as amended.

• As discussed above, our hardware and software revenue is generally recognized on a gross basis upon delivery. Third party service contracts, software maintenance and Cloud or software-as-a-service subscription products are generally recognized on a net basis. Upon adoption of the new standard, we do not expect this to change. However, we are continuing to analyze each of our less material revenue streams to determine any changes that may be required under the new standard.

• We believe that the only significant incremental costs incurred to obtain contracts with our clients within the scope of ASU 2014-09, as amended, are sales commissions. Under current accounting standards, we recognize sales commissions as earned and record such amounts within selling and administrative expenses in our statements of operations. The majority of our contracts are completed within a one-year performance period. Under the new standard, we expect to record sales commissions on contracts with performance periods that exceed one year as an asset and amortize the asset to expense over the related contract performance period.

• As discussed above, we hold inventories not available for sale related to certain product sales transactions in which we are warehousing the product and will be deploying the product to our clients’ designated locations subsequent to period-end. We are currently still evaluating the effect of the new standard on our inventories not available for sale to identify the differing performance conditions within the underlying contracts and to determine if a portion of revenue under the contracts should be recognized at an earlier point in time than we are recognizing under current accounting standards.

• We expect that our disclosures in our notes to our consolidated financial statements related to revenue recognition will be significantly expanded under the new standard.

Our analysis and evaluation of the new standard will continue through its effective date in the first quarter of 2018. A substantial amount of work remains to be completed due to the complexity of the new standard, the application of judgment and the requirement for the use of estimates in applying the new standard, as well as the volume of our client portfolio and the related terms and conditions of our contracts that must be reviewed. The quantification of the effects of the new standard, including the items discussed above, is a significant undertaking. Further, we will be required to implement necessary changes in our processes, accounting systems and internal controls in conjunction with applying the new standard.

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Property and Equipment

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Property and Equipment

(2) Property and Equipment

Property and equipment consist of the following (in thousands):

	December 31,
	2016			2015
Software	$	159,442		$	157,291
Buildings		63,253			65,423
Equipment		93,553			93,956
Furniture and fixtures		36,526			36,170
Leasehold improvements		21,132			21,969
Land		5,131			5,115
		379,037			379,924
Accumulated depreciation and amortization		(308,127	)		(291,643	)
Property and equipment, net	$	70,910		$	88,281

We periodically assess whether any indicators of impairment existed related to our property and equipment. We incurred non-cash charges of $535,000 and $741,000 during 2015 and 2014, respectively, to write-off certain property and equipment. No such charges were incurred in 2016.

Depreciation and amortization expense related to property and equipment was $27,493,000, $26,649,000 and $29,243,000 in 2016, 2015 and 2014, respectively. Interest charges capitalized in connection with internal-use software development projects in 2016, 2015 and 2014 were immaterial.

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Goodwill

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

(3) Goodwill

The changes in the carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands):

	North America			EMEA			APAC			Consolidated
Goodwill	$	379,617		$	151,439		$	13,973		$	545,029
Accumulated impairment losses		(323,422	)		(151,439	)		(13,973	)		(488,834	)
Balance at December 31, 2015		56,195			—			—			56,195
Goodwill acquired during 2016		(507	)		—			6,957			6,450
Balance at December 31, 2016	$	55,688		$	—		$	6,957		$	62,645

On September 1, 2016, we acquired Ignia, which has been integrated into our APAC business. Under the purchase method of accounting, the purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired of approximately $6,957,000 was recorded as goodwill in the APAC reporting unit (see Note 22). The primary driver for this acquisition was to expand our global footprint in the areas of application design, digital solutions, Cloud, mobility and business analytics, while also building on our unique position to bring solutions powered by Intelligent Technology™ to our clients in the Asia-Pacific region.

On October 1, 2015, we acquired BlueMetal, which has been integrated into our North America business. Under the purchase method of accounting, the purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired of approximately $29,938,000 was recorded as goodwill in the North America reporting unit (see Note 22). The primary driver for this acquisition was to strengthen our services capabilities to bring value to our clients’ businesses in the area of application design, mobility and big data. In 2016, we resolved the working capital contingency associated with the acquisition of BlueMetal. We recorded the adjustment of the purchase price allocation as a reduction of goodwill in our North America operating segment upon the receipt of $507,000 in cash during 2016.

During 2016, we periodically assessed whether any indicators of impairment existed which would require us to perform an interim impairment review. As of each interim period end during the year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting units below their carrying values. We performed our annual test of goodwill for impairment during the fourth quarter of 2016. The results of the first step of the two-step goodwill impairment test indicated that the fair values of our North America and APAC reporting units, estimated using the market approach, were in excess of their respective carrying values, and thus we did not perform step two of the impairment test.

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Intangible Assets

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

(4) Intangible Assets

Intangible assets consist of the following (in thousands):

	December 31,
	2016			2015
Customer relationships	$	41,711		$	119,749
Other		1,978			1,640
		43,689			121,389
Accumulated amortization		(22,982	)		(94,406	)
Intangible assets, net	$	20,707		$	26,983

In September 2016, the customer relationship intangible assets associated with the 2006 acquisition of Software Spectrum Inc. and the 2008 acquisition of MINX Limited in the United Kingdom were fully amortized. As such, the gross intangible assets balance and the accumulated amortization balance were both reduced by approximately $81,817,000, having no effect on the net intangible assets balance reported in the accompanying consolidated balance sheet as of December 31, 2016.

During 2016, we periodically assessed whether any indicators of impairment existed related to our intangible assets. As of each interim period end during the year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our intangible assets below their carrying values.

Amortization expense recognized in 2016, 2015 and 2014 was $10,637,000, $11,308,000 and $11,327,000, respectively. Future amortization expense for the remaining unamortized balance as of December 31, 2016 is estimated as follows (in thousands):

Years Ending December 31,	Amortization Expense
2017	$	5,187
2018		4,735
2019		2,178
2020		2,178
2021		2,178
Thereafter		4,251
Total amortization expense	$	20,707

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Accounts Payable - Inventory Financing Facility

12 Months Ended

Dec. 31, 2016

Payables and Accruals [Abstract]

Accounts Payable - Inventory Financing Facility

(5) Accounts Payable - Inventory Financing Facility

We have entered into an agreement with a financial intermediary to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as accounts payable - inventory financing facility in the accompanying consolidated balance sheets.

The aggregate availability for vendor purchases under our inventory financing facility is $325,000,000. Prior to June 23, 2016, the maximum borrowing capacity was $250,000,000. From time to time and at our option, we may request to increase the aggregate amount available under the inventory financing facility by up to an aggregate of $25,000,000, subject to customary conditions. The facility matures on June 23, 2021. Additionally, the facility may be renewed under certain circumstances described in the agreement for successive 12-month periods. Interest does not accrue on accounts payable under this facility provided the accounts payable are paid within stated vendor terms (ranging from 30 to 60 days). We impute interest on the average daily balance outstanding during these stated vendor terms based on our blended incremental borrowing rate during the period under our senior revolving credit facility and our accounts receivable securitization financing facility. Imputed interest of $3,385,000, $3,406,000 and $2,386,000 was recorded in 2016, 2015 and 2014, respectively. If balances are not paid within stated vendor terms, they will accrue interest at prime plus 1.25%. In conjunction with the amendment to the revolving facility in June 2016, an immaterial amount of unamortized capitalized deferred financing fees were written off to interest expense, and an additional $150,000 of deferred financing fees were capitalized. Such fees are being amortized to interest expense over the term of the facility. The facility is guaranteed by the Company and each of its material domestic subsidiaries and is secured by a lien on substantially all of the Company’s and each guarantor’s assets.

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Debt, Capital Lease and Other Financing Obligations

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Debt, Capital Lease and Other Financing Obligations

(6) Debt, Capital Lease and Other Financing Obligations

Debt

Our long-term debt consists of the following (in thousands):

	December 31,
	2016			2015
Senior revolving credit facility	$	—		$	—
Accounts receivable securitization financing facility		39,500			89,000
Capital leases and other financing obligations		1,231			1,535
Total		40,731			90,535
Less: current portion of capital leases and other financing obligations		(480	)		(1,535	)
Less: current portion of revolving credit facilities		—			—
Long-term debt	$	40,251		$	89,000

On June 23, 2016, we entered into amendments to our senior revolving credit facility (“revolving facility”) and our accounts receivable securitization financing facility (“ABS facility”).

The revolving facility is used for general corporate purposes, which may include acquisitions and share repurchases, and may be used for borrowings in certain foreign currencies and for letters of credit, in each case up to specified sublimits. Although the maximum borrowing capacity remained at an aggregate U.S. dollar equivalent amount of $350,000,000, our revolving facility was amended to increase the portion of the maximum borrowing capacity that may be used for borrowing in certain foreign currencies from $25,000,000 to $50,000,000. From time to time and at our option, we may request to increase the aggregate amount available for borrowing under the revolving facility by up to an aggregate of the U.S. dollar equivalent of $175,000,000, subject to customary conditions. (See Note 23 for a discussion of our amendment to the revolving facility effective January 6, 2017.) The revolving facility is guaranteed by the Company’s material domestic subsidiaries and is secured by a lien on substantially all of the Company’s and each guarantor’s assets.

The interest rates applicable to borrowings under the revolving facility are based on the leverage ratio of the Company as set forth on a pricing grid in the amended agreement. Amounts outstanding under the revolving facility bear interest, payable quarterly, at a floating rate equal to the prime rate plus a predetermined spread of 0.00% to 0.75% or, at our option, a LIBOR rate plus a pre-determined spread of 1.25% to 2.25%. The floating interest rate applicable at December 31, 2016 was 1.96% per annum. In addition, we pay a quarterly commitment fee on the unused portion of the facility of 0.25% to 0.45%, and our letter of credit participation fee ranges from 1.25% to 2.25%. In conjunction with the amendment to the revolving facility in June 2016, an immaterial amount of unamortized capitalized deferred financing fees were written off to interest expense, and an additional $2,800,000 of deferred financing fees were capitalized. Such fees are being amortized to interest expense over the term of the facility. During 2016, 2015 and 2014, due to availability under our ABS facility, weighted average borrowings under our revolving facility were $35,811,000, $21,987,000 and $6,634,000, respectively. Interest expense associated with the revolving facility was $2,191,000, $1,813,000 and $1,571,000 in 2016, 2015 and 2014, respectively, including the commitment fee and amortization of deferred financing fees. As of December 31, 2016, $350,000,000 was available under the revolving facility. See discussion of the maximum leverage ratio under “Debt Covenants” below. The amended revolving facility matures on June 23, 2021.

Our ABS facility was amended in June 2016 to increase the aggregate borrowing availability from $200,000,000 to $250,000,000, to renew the borrowing program under the ABS facility for a three-year term expiring June 23, 2019, and to modify interest rates and fees for used and unused capacity under the facility. Under our ABS facility, we can sell receivables periodically to a special purpose accounts receivable and financing entity (the “SPE”), which is exclusively engaged in purchasing receivables from us. The SPE is a wholly-owned, bankruptcy-remote entity that we have included in our consolidated financial statements. The SPE funds its purchases by selling undivided interests in eligible trade accounts receivable to independent financial institution purchasers under the ABS facility (“Purchasers”), which is administered by an independent financial institution agent. The SPE’s assets are available first and foremost to satisfy the claims of the Purchasers, and we cannot convey any interest in the receivables sold to the Purchasers (or allow any adverse claims on the receivables) without the consent of the Purchasers. In addition, the SPE is required to maintain a minimum capital amount and various reserves pursuant to the terms of the ABS facility. We maintain effective control over the receivables that are sold. Accordingly, the receivables remain recorded on our consolidated balance sheets. At December 31, 2016 and 2015, the SPE owned $936,467,000 and $849,336,000, respectively, of receivables recorded at fair value and included in the accompanying consolidated balance sheets. While the ABS facility has a stated maximum amount, the actual availability under the ABS facility is limited by the quantity and quality of the underlying accounts receivable. As of December 31, 2016, qualified receivables were sufficient to permit access to the full $250,000,000 facility amount, of which $39,500,000 was outstanding. See discussion of the maximum leverage ratio under “Debt Covenants” below.

Under the amended ABS facility, interest is payable monthly, and the floating interest rate applicable at December 31, 2016 was 1.73% per annum, including a 0.85% usage fee on any outstanding balances. In addition, we pay a monthly commitment fee on the unused portion of the facility of 0.375%. In conjunction with the amendment to the ABS facility in June 2016, an immaterial amount of unamortized capitalized deferred financing fees were written off to interest expense, and an additional $410,000 of deferred financing fees were capitalized. Such fees are being amortized to interest expense over the term of the facility. During the years ended December 31, 2016, 2015 and 2014, the weighted average interest rates on amounts outstanding under our ABS facility, including the usage and commitment fees and the amortization of deferred financing fees, were 1.9%, 1.6% and 1.7%, respectively. Weighted average borrowings under our ABS facility in 2016, 2015 and 2014 were $145,376,000, $112,101,000 and $105,992,000, respectively.

Debt Covenants

Our revolving facility and our ABS facility contain various covenants customary for transactions of this type, including limitations on the payment of dividends and the requirement that we comply with maximum leverage and minimum fixed charge ratio requirements, comply with a minimum receivables requirement and meet monthly, quarterly and annual reporting requirements. If we fail to comply with these covenants, the lenders would be able to demand payment within a specified period of time. Further, the terms of the ABS facility identify various circumstances that would result in an “amortization event” under the facility.

Our consolidated debt balance that can be outstanding at the end of any fiscal quarter under our revolving facility and our ABS facility is limited by certain financial covenants, particularly a maximum leverage ratio. The maximum leverage ratio is calculated as aggregate debt outstanding divided by the sum of our trailing twelve month net earnings (loss) plus (i) interest expense, excluding non-cash imputed interest on our inventory financing facility, (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) non-cash stock-based compensation, (v) extraordinary or non-recurring non-cash losses or expenses and (vi) certain cash restructuring and acquisition-related charges, not to exceed specified caps (“adjusted earnings”). The maximum leverage ratio permitted under the facilities was increased from 2.75 times to 3.00 times trailing twelve-month adjusted earnings in conjunction with the amendments to the facilities in June 2016 and may increase to 3.50 times trailing twelve-month adjusted earnings in certain circumstances. The maximum ratio was increased in conjunction with the acquisition of Datalink Corporation (“Datalink”) in January 2017 (see Note 23). A significant drop in our adjusted earnings would limit the amount of indebtedness that could be outstanding at the end of any fiscal quarter to a level that would be below our consolidated maximum facility amount. Based on our maximum leverage ratio as of December 31, 2016, our aggregate debt balance that could have been outstanding under our revolving facility and our ABS facility was the full amount of the maximum borrowing capacity of $600,000,000, of which $39,500,000 was outstanding at December 31, 2016.

Capital Lease and Other Financing Obligations

In March 2016, we entered into a new capitalized lease with a 36-month term for certain IT equipment. Our obligations under capitalized leases are included in long-term debt in the accompanying consolidated balance sheets as of December 31, 2016 and 2015. The current and long-term portions of the obligations are included in the table above. The capital lease was a non-cash transaction and, accordingly, has been excluded from our consolidated statement of cash flows for the year ended December 31, 2016.

From time to time, we also enter into other financing agreements with financial intermediaries to facilitate the purchase of products from certain vendors. At December 31, 2015, amounts owed under other financing agreements of $1,309,000 are included in our current debt balance as summarized in the table above. No amounts were owed under other financing agreements as of December 31, 2016.

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Operating Leases

12 Months Ended

Dec. 31, 2016

Leases [Abstract]

Operating Leases

(7) Operating Leases

We have non-cancelable operating leases with third parties, primarily for administrative and distribution center space and computer equipment. Our facilities leases generally provide for periodic rent increases and many contain escalation clauses and renewal options. We recognize rent expense on a straight-line basis over the lease term. Rental expense for these third-party operating leases was $14,444,000, $14,737,000 and $15,493,000 in 2016, 2015 and 2014, respectively, and is included in selling and administrative expenses in the accompanying consolidated statements of operations.

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2016 are as follows (in thousands):

Years Ending December 31,
2017	$	14,571
2018		13,006
2019		11,804
2020		8,491
2021		6,175
Thereafter		12,508
Total minimum lease payments	$	66,555

Amounts in the table above exclude approximately $1.5 million in 2017 and approximately $1.6 million in each of 2018 and 2019 in non-cancellable rental income.

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Severance and Restructuring Activities

12 Months Ended

Dec. 31, 2016

Restructuring and Related Activities [Abstract]

Severance and Restructuring Activities

(8) Severance and Restructuring Activities

During 2016, 2015 and 2014, we recorded severance expense associated with the elimination of certain positions based on a re-alignment of roles and responsibilities, a continued review of resource needs in North America, including a headcount reduction as part of a cost reduction initiative early in 2016, and significant restructuring activities in EMEA, primarily in the United Kingdom, Germany and France, as we worked to reduce our selling and administrative expenses in EMEA.

The following table details the activity for each of the three years in the period ending December 31, 2016 related to these resource actions, and the outstanding obligations as of December 31, 2016 (in thousands):

	North America			EMEA			APAC			Consolidated
Balances at December 31, 2013	$	1,710		$	3,247		$	—		$	4,957
Severance costs, net of adjustments		971			3,356			106			4,433
Cash payments		(1,786	)		(3,475	)		(106	)		(5,367	)
Foreign currency translation adjustments		(38	)		(157	)		—			(195	)
Balances at December 31, 2014		857			2,971			—			3,828
Severance costs, net of adjustments		1,126			3,781			—			4,907
Cash payments		(1,456	)		(3,534	)		—			(4,990	)
Foreign currency translation adjustments		(22	)		(235	)		—			(257	)
Balances at December 31, 2015		505			2,983			—			3,488
Severance costs, net of adjustments		2,966			1,496			118			4,580
Cash payments		(2,524	)		(3,239	)		(118	)		(5,881	)
Foreign currency translation adjustments		—			(23	)		—			(23	)
Balances at December 31, 2016	$	947		$	1,217		$	—		$	2,164

Adjustments were recorded as a reduction to severance and restructuring expense in 2016, 2015 and 2014 of $664,000, $600,000 and $1,023,000, respectively, due to changes in estimates.

The remaining outstanding obligations as of December 31, 2016 are expected to be paid during the next 12 months and are therefore included in accrued expenses and other current liabilities.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

(9) Stock-Based Compensation

We recorded the following pre-tax amounts in selling and administrative expenses for stock-based compensation, by operating segment, in the accompanying consolidated financial statements (in thousands):

	Years Ended December 31,
	2016		2015		2014
North America	$	8,096	$	6,648	$	5,933
EMEA		2,530		1,908		1,547
APAC		432		366		270
Total Consolidated	$	11,058	$	8,922	$	7,750

Company Plan

Our Board of Directors adopted the Amended Insight Enterprises, Inc. 2007 Omnibus Plan (the “Plan”) on March 28, 2011. The Plan was approved by our stockholders on May 18, 2011 at our 2011 annual meeting and, unless sooner terminated, will remain in place until May 18, 2021.

The Plan allows the Company to grant options, stock appreciation rights, stock awards, restricted stock, stock units (which may also be referred to as “restricted stock units”), performance shares, performance units, cash-based awards and other awards payable in cash or shares of common stock to eligible non-employee directors, employees and consultants. Consultants and independent contractors are eligible if they provide bona fide services that are not related to capital raising or promoting or maintaining a market for the Company’s stock.

On February 17, 2016, the Board of Directors adopted the First Amendment to the Plan (the “First Amendment”). On May 18, 2016 at our 2016 annual meeting, our stockholders approved the First Amendment. The First Amendment: (a) updates the list of performance criteria contained in Section 16.1 of the Plan; (b) imposes a limit on the dollar value of awards that may be granted to any one participant who is a non-employee director during any one calendar year; and (c) adds an objective clawback provision expressly providing that every award granted under the Plan is subject to potential forfeiture or recovery to the fullest extent called for by law, listing standard or Company policy. The First Amendment did not increase the number of shares available for grant under the Plan or extend the term of the Plan.

The Plan is administered by the Compensation Committee of Insight’s Board of Directors, and, except as provided below, the Compensation Committee has the exclusive authority to administer the Plan, including the power to determine eligibility, the types of awards to be granted, the price and the timing of awards. Under the Plan, the Compensation Committee may delegate some of its authority to our Chief Executive Officer to grant awards to individuals other than individuals who are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. As of December 31, 2016, of the 7,250,000 shares of common stock reserved and available for grant under the Plan, 3,384,684 shares of common stock remain available for grant under the Plan.

Accounting for Restricted Stock Units

We issue RSUs as incentives to certain officers and teammates and as compensation to members of our Board of Directors. We recognize compensation expense associated with the issuance of such RSUs over the vesting period for each respective RSU. The total compensation expense associated with RSUs represents the value based upon the number of RSUs awarded multiplied by the closing price of our common stock on the date of grant, adjusted for our estimate of forfeitures. The number of RSUs to be awarded under our service-based RSUs is fixed at the grant date. The number of RSUs ultimately awarded under our performance-based RSUs varies based on whether the Company achieves certain financial results. We record compensation expense each period based on our estimate of the most probable number of RSUs that will be issued under the grants of performance-based RSUs. Recipients of RSUs do not have voting or dividend rights until the vesting conditions are satisfied and shares are released.

As of December 31, 2016, total compensation cost related to nonvested RSUs not yet recognized is $15,986,000, which is expected to be recognized over the next 1.24 years on a weighted-average basis.

The following table summarizes our RSU activity during 2016:

	Number			Weighted Average Grant Date Fair Value		Fair Value
Nonvested at the beginning of year		951,784		$	24.35
Granted		551,675		$	25.97
Vested, including shares withheld to cover taxes		(354,487	)	$	23.56	$	9,235,102	(a)
Forfeited		(81,415	)	$	25.32
Nonvested at the end of year		1,067,557		$	25.37	$	43,172,005	(b)
Expected to vest		1,003,490				$	40,581,136	(b)

^(a)  The aggregate fair value of vested RSUs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSUs had all such holders sold their underlying shares on that date. The aggregate intrinsic value for RSUs which vested during 2015 and 2014 was $9,168,784 and $8,371,565, respectively.

^(b) The aggregate fair value of the nonvested RSUs and the RSUs expected to vest represents the total pre-tax fair value, based on our closing stock price of $40.44 as of December 30, 2016 (December 31, 2016 was not a trading day), which would have been received by holders of RSUs had all such holders sold their underlying shares on that date.

During each of the years in the three-year period ended December 31, 2016, the RSUs that vested for teammates in the United States were net-share settled such that we withheld shares with value equivalent to the teammates’ minimum statutory United States tax obligation for the applicable income and other employment taxes and remitted the equivalent cash amount to the appropriate taxing authorities. The total shares withheld during 2016, 2015 and 2014 of 84,953, 85,652 and 86,732, respectively, were based on the value of the RSUs on their vesting dates as determined by our closing stock price on such dates. For 2016, 2015 and 2014, total payments for our teammates’ tax obligations to the taxing authorities were $2,219,000, $2,265,000 and $2,028,000, respectively, and are reflected as a financing activity within the accompanying consolidated statements of cash flows. These net-share settlements had the effect of repurchases of our common stock as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to us.

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Assets Held for Sale

12 Months Ended

Dec. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale

(10) Assets Held for Sale

In May 2016, we sold real estate that we owned in Bloomingdale, Illinois that was previously classified as a held for sale asset and included in other current assets in the accompanying consolidated balance sheet as of December 31, 2015. In previous years, we recorded non-cash charges to reduce the carrying amount of the related assets to their estimated fair value less costs to sell. During the second quarter of 2016, we recorded a gain on sale of approximately $338,000, which is included in selling and administrative expenses in the accompanying consolidated statement of operations for the twelve months ended December 31, 2016.

In November 2014, we relocated our sales and administrative operations that were housed in the property that we previously owned in Bloomingdale, Illinois. During 2014, our North America operating segment recorded non-cash charges of $5,178,000, consisting of an impairment loss of $4,558,000 and accelerated depreciation of $620,000, to reduce the carrying amount of the related assets to their estimated fair value less costs to sell. The property continued to be marketed for sale, and during 2015, an additional non-cash impairment charge of $800,000 was recorded based on a decline in the estimated fair market value. The estimated fair market value was derived from Level 2 fair value inputs (observable market based inputs or unobservable inputs that are corroborated by market data), which included a current market analysis indicating the price per square foot of previous sale transactions involving comparable property in the Bloomingdale area. The charges are included in selling and administrative expenses in the accompanying consolidated statements of operations for 2015 and 2014.

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Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

(11) Income Taxes

The following table presents the United States (“U.S.”) and foreign components of earnings before income taxes and the related income tax expense (in thousands):

Earnings before income taxes:

	Years Ended December 31,
	2016		2015		2014
United States	$	99,095	$	90,575	$	89,679
Foreign		40,363		28,601		34,693
	$	139,458	$	119,176	$	124,372

Income tax expense:

	Years Ended December 31,
	2016			2015			2014
Current:
U.S. Federal	$	27,947		$	24,369		$	27,332
U.S. State and local		2,200			2,705			3,242
Foreign		14,104			11,077			14,320
		44,251			38,151			44,894
Deferred:
U.S. Federal		10,395			5,104			4,541
U.S. State and local		1,088			602			330
Foreign		(966	)		(532	)		(1,077	)
		10,517			5,174			3,794
	$	54,768		$	43,325		$	48,688

The following schedule reconciles the differences between the U.S. federal income taxes at the U.S. statutory rate and our income tax expense (dollars in thousands):

	2016					2015					2014
Statutory federal income tax rate	$	48,810		35.0	%	$	41,712		35.0	%	$	43,530		35.0	%
State income tax expense, net of federal income tax benefit		3,368		2.4			3,180		2.7			3,416		2.8
Audits and adjustments, net		(1,039	)	(0.7	)		(886	)	(0.7	)		(186	)	(0.2	)
Change in valuation allowances		3,742		2.7			2,944		2.5			6,471		5.2
Foreign income taxed at different rates		(6,611	)	(4.7	)		(5,729	)	(4.8	)		(5,309	)	(4.3	)
Change in U.S. tax law applicable to certain foreign entities		2,577		1.8			—		—			—		—
Non-deductible compensation		518		0.4			474		0.4			404		0.3
Other, net		3,403		2.4			1,630		1.3			362		0.3
Effective tax rate	$	54,768		39.3	%	$	43,325		36.4	%	$	48,688		39.1	%

A change in U.S. tax law was enacted in December 2016 related to the taxation of foreign currency translation gains or losses arising from qualified business units. The change, which increased our U.S. federal income taxes, affects our foreign entities that are treated as branches for U.S. tax purposes. The “Other, net” line item in the schedule above includes $1,296,000 related to the effect of non-deductible acquisition-related expenses incurred during the fourth quarter of 2016.

For foreign entities not treated as branches for U.S. tax purposes, we do not provide for U.S. income taxes on the undistributed earnings of these subsidiaries as these earnings are reinvested and, in the opinion of management, will continue to be reinvested indefinitely outside of the United States. The undistributed earnings of foreign subsidiaries that are deemed to be indefinitely invested outside of the United States were approximately $105,291,000 at December 31, 2016. It is not practicable to determine the unrecognized deferred tax liability on those earnings.

The significant components of deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2016			2015
Deferred tax assets:
Goodwill and other intangibles	$	34,302		$	42,281
Net operating losses		18,964			17,433
Foreign tax credits		13,115			12,972
Accruals		6,315			7,423
Stock-based compensation		4,238			3,558
Inventories		2,598			2,667
Accounts receivable		2,547			3,749
Deferred revenue		468			351
Property and equipment		20			—
Other		56			2,391
Gross deferred tax assets		82,623			92,825
Valuation allowances		(30,972	)		(28,750	)
Total deferred tax assets		51,651			64,075
Deferred tax liabilities:
Prepaid expenses		(204	)		(226	)
Property and equipment		—			(1,102	)
Total deferred tax liabilities		(204	)		(1,328	)
Net deferred tax assets	$	51,447		$	62,747

The net non-current deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2016			2015
Net non-current deferred tax assets	$	52,347		$	62,986
Net non-current deferred tax liabilities		(900	)		(239	)
Net deferred tax assets	$	51,447		$	62,747

As of December 31, 2016, we have U.S. state net operating loss carryforwards (“NOLs”) of $388,000 that will expire between 2016 and 2031. We also have NOLs from various non-U.S. jurisdictions of $68,934,000. While the majority of the non-U.S. NOLs have no expiration date, $4,180,000 will expire between 2017 and 2023.

On the basis of currently available information, we have provided valuation allowances for certain of our deferred tax assets where we believe it is more likely than not that the related tax benefits will not be realized. At December 31, 2016 and 2015, our valuation allowances totaled $30,972,000 and $28,750,000, respectively, representing non-U.S. NOLs, foreign depreciation allowances and foreign tax credits.

We believe it is more likely than not that forecasted income, including income that may be generated as a result of prudent and feasible tax planning strategies, together with the tax effects of deferred tax liabilities, will be sufficient to fully recover our remaining deferred tax assets. In the future, if we determine that realization of the remaining deferred tax assets and the availability of certain previously paid taxes to be refunded are not more likely than not, we will need to increase our valuation allowances and record additional income tax expense.

The following table summarizes the change in the valuation allowance (in thousands):

	December 31,
	2016			2015
Valuation allowances at beginning of year	$	28,750		$	28,709
Increase in income tax expense		3,742			2,944
Foreign currency translation adjustments		(1,035	)		(1,743	)
Other		(485	)		(1,160	)
Valuation allowances at end of year	$	30,972		$	28,750

Various taxing jurisdictions are examining our tax returns for certain tax years. Although the outcome of tax audits cannot be predicted with certainty, management believes the ultimate resolution of these examinations will not result in a material adverse effect to our financial position, results of operations or cash flows.

As of December 31, 2016 and 2015, we had approximately $2,246,000 and $3,335,000, respectively, of unrecognized tax benefits. Of these amounts, approximately $195,000 and $296,000, respectively, related to accrued interest. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest, is as follows (in thousands):

Balance at December 31, 2015	$	3,039
Additions for tax positions in prior periods		31
Additions for tax positions in current period		366
Subtractions due to foreign currency translation		(33	)
Subtractions due to audit settlements and statute expirations		(1,352	)
Balance at December 31, 2016	$	2,051

In the future, if recognized, the liability associated with uncertain tax positions would affect our effective tax rate. We do not believe there will be any changes over the next 12 months that would have a material effect on our effective tax rate.

Several of our subsidiaries are currently under audit for tax years 2012 through 2014. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that the examination phase of these audits may be concluded within the next 12 months which could significantly increase or decrease the balance of our gross unrecognized tax benefits. However, based on the status of the various examinations in multiple jurisdictions, an estimate of the range of reasonably possible outcomes cannot be made at this time, but the estimated effect on our income tax expense and net earnings is not expected to be significant.

We, including our subsidiaries, file income tax returns in the U.S. federal jurisdiction and many state and local and non-U.S. jurisdictions. In the United States, federal income tax returns for 2013, 2014, 2015 and 2016 remain open to examination. For U.S. state and local taxes as well as in non-U.S. jurisdictions, the statute of limitations generally varies between three and ten years.

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Market Risk Management

12 Months Ended

Dec. 31, 2016

Text Block [Abstract]

Market Risk Management

(12) Market Risk Management

Interest Rate Risk

We have interest rate exposure arising from our financing facilities, which have variable interest rates. These variable interest rates are affected by changes in short-term interest rates. We currently do not hedge our interest rate exposure.

We do not believe that the effect of reasonably possible near-term changes in interest rates will be material to our financial position, results of operations and cash flows. Our financing facilities expose our net earnings to changes in short-term interest rates since interest rates on the underlying obligations are variable. We had no amounts outstanding under our revolving facility and $39,500,000 outstanding under our ABS facility at December 31, 2016. The interest rate attributable to the borrowings under our ABS facility was 1.73% per annum at December 31, 2016. The change in annual pre-tax earnings from operations resulting from a hypothetical 10% increase or decrease in the applicable interest rate would have been immaterial.

Foreign Currency Exchange Risk

We have foreign currency exchange risk related to the translation of our foreign subsidiaries’ operating results, assets and liabilities (see Note 1 for a description of our Foreign Currencies policy). We also maintain cash accounts denominated in currencies other than the functional currency, which expose us to fluctuations in foreign exchange rates. Remeasurement of these cash balances results in gains/losses that are also reported as a separate component of non-operating (income) expense. We monitor our foreign currency exposure and selectively enter into forward exchange contracts to mitigate risk associated with certain non-functional currency monetary assets and liabilities related to foreign denominated payables, receivables and cash balances. Transaction gains and losses resulting from non-functional currency assets and liabilities are offset by gains and losses on forward contracts in non-operating (income) expense, net in our consolidated statements of operations. The counterparties associated with our foreign exchange forward contracts are large creditworthy commercial banks. The derivatives transacted with these institutions are short in duration and, therefore, we do not consider counterparty concentration and non-performance to be material risks. The Company does not have a significant concentration of credit risk with any single counterparty.

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

(13) Derivative Financial Instruments

We use derivatives to partially offset our exposure to fluctuations in certain foreign currencies. We do not enter into derivative contracts for speculative or trading purposes. Derivatives are recorded at fair value on the balance sheet based on observable market based inputs or unobservable inputs that are corroborated by market data (Level 2). Gains or losses resulting from changes in fair value of the derivative are recorded currently in income. We do not designate our hedges for hedge accounting, and our foreign currency derivative instruments are not subject to any master netting arrangements with our counterparties.

We use foreign exchange forward contracts to mitigate risk associated with certain non-functional currency assets and liabilities from fluctuations in foreign currency exchange rates. Our non-functional currency assets and liabilities are primarily related to foreign currency denominated payables, receivables, and cash balances. The foreign currency forward contracts, carried at fair value, typically have a maturity of one month or less. We currently enter into approximately three foreign exchange forward contracts per month with an average notional value of $11,337,000 and an average maturity of approximately eleven days.

Our derivative financial instruments as of December 31, 2016 were not material. The effect of our derivative financial instruments on our results of operations during the years ended December 31, 2016, 2015 and 2014 were a loss of $2,722,000, a loss of $942,000 and a loss of $205,000, respectively. These amounts are reported within the net foreign currency exchange (gain) loss line item in our consolidated statements of operations.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

(14) Fair Value Measurements

Fair value measurements are determined based on the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

We have elected to use the income approach to value our foreign exchange derivatives, using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present value amount assuming that participants are motivated, but not compelled, to transact. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR rates, foreign exchange rates, and foreign exchange forward points). Mid-market pricing is used as a practical expedient for fair value measurements. Fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s creditworthiness when in an asset position and the Company’s creditworthiness when in a liability position has also been factored into the fair value measurement of the derivative instruments and did not have a material impact on the fair value of these derivative instruments. Both the counterparty and the Company are expected to continue to perform under the contractual terms of the instruments.

As of December 31, 2016, we have no non-financial assets or liabilities that are measured and recorded at fair value on a recurring basis, and our other financial assets or liabilities generally consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities and long-term debt. The estimated fair values of our cash and cash equivalents approximate their carrying values and are determined based on quoted prices in active markets for identical assets (Level 1). The estimated fair values of our long-term debt balances approximate their carrying values based on their variable interest rate terms that are based on current market interest rates for similar debt instruments. The fair values of the other financial assets and liabilities are based on the values that would be received or paid in an orderly transaction between market participants and approximate their carrying values due to their nature and short duration.

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Benefit Plans

12 Months Ended

Dec. 31, 2016

Compensation and Retirement Disclosure [Abstract]

Benefit Plans

(15) Benefit Plans

We adopted a defined contribution benefit plan (the “Defined Contribution Plan”) for our U.S. teammates which complies with section 401(k) of the Internal Revenue Code. The Company provides a discretionary match to all participants who make 401(k) contributions pursuant to the Defined Contribution Plan. The discretionary match provided to participants is equivalent to 25% of a participant’s pre-tax contributions up to a maximum of 6% of eligible compensation per pay period. Additionally, we offer several defined contribution benefit plans to our teammates outside of the United States. These plans and their related terms vary by country. Total consolidated contribution expense under these plans was $7,684,000, $7,190,000 and $7,083,000 for 2016, 2015 and 2014, respectively.

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Share Repurchase Programs

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Share Repurchase Programs

(16) Share Repurchase Programs

In February 2016, February 2015, October 2014, October 2013 and February 2013, our Board of Directors authorized share repurchase programs of $50,000,000, $75,000,000, $25,000,000, $50,000,000 and $50,000,000, respectively. The following table summarizes the shares of our common stock that we repurchased on the open market under these repurchase programs, in thousands, except per share amounts:

Year	Total Number of Shares Purchased		Average Price Paid per Share		Approximate Dollar Value of Shares Purchased
2016		1,891	$	26.43	$	50,000
2015		3,300		27.83		91,843
2014		2,140		23.54		50,383
2013		3,000		19.26		57,774
Total		10,331			$	250,000

All shares repurchased were retired.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(17) Commitments and Contingencies

Contractual

In the ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of December 31, 2016, we had approximately $2,198,000 of performance bonds outstanding. These bonds are issued on our behalf by a surety company on an unsecured basis; however, if the surety company is ever required to pay out under the bonds, we have contractually agreed to reimburse the surety company.

Employment Contracts and Severance Plans

We have employment contracts with, and plans covering, certain officers and management teammates under which severance payments would become payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested RSUs would accelerate following a change in control. If severance payments under the current employment agreements or plan payments were to become payable, the severance payments would generally range from three to twenty-four months of salary.

Indemnifications

From time to time, in the ordinary course of business, we enter into contractual arrangements under which we agree to indemnify either our clients or third-party service providers from certain losses incurred relating to services performed on our behalf or for losses arising from defined events, which may include litigation or claims relating to past performance. These arrangements include, but are not limited to, the indemnification of our clients for certain claims arising out of our performance under our sales contracts, the indemnification of our landlords for certain claims arising from our use of leased facilities and the indemnification of the lenders that provide our credit facilities for certain claims arising from their extension of credit to us. Such indemnification obligations may not be subject to maximum loss clauses.

Management believes that payments, if any, related to these indemnifications are not probable at December 31, 2016. Accordingly, we have not accrued any liabilities related to such indemnifications in the accompanying consolidated financial statements.

We have entered into separate indemnification agreements with certain of our executive officers and with each of our directors. These agreements require us, among other requirements, to indemnify such officers and directors against expenses (including attorneys’ fees), judgments and settlements incurred by such individual in connection with any action arising out of such individual’s status or service as our executive officer or director (subject to exceptions such as where the individual failed to act in good faith or in a manner the individual reasonably believed to be in, or not opposed to, the best interests of the Company) and to advance expenses incurred by such individual with respect to which such individual may be entitled to indemnification by us. There are no pending legal proceedings that involve the indemnification of any of the Company’s directors or officers.

Contingencies Related to Third-Party Review

From time to time, we are subject to potential claims and assessments from third parties. We are also subject to various governmental, client and partner audits. We continually assess whether or not such claims have merit and warrant accrual. Where appropriate, we accrue estimates of anticipated liabilities in our consolidated financial statements. Such estimates are subject to change and may affect our results of operations and our cash flows.

Legal Proceedings

From time to time, we are party to various legal proceedings arising in the ordinary course of business, including preference payment claims asserted in client bankruptcy proceedings, indemnification claims, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.

The Company is not involved in any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity.

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Related Party Transaction

12 Months Ended

Dec. 31, 2016

Related Party Transactions [Abstract]

Related Party Transaction

(18) Related Party Transaction

In December 2014, we sold a Company-owned 21,375 square feet facility (and its furnishings) that previously served as executive offices and administration space in Tempe, Arizona to a trust. Timothy A. Crown, the Chair of our Board of Directors, serves as trustee of that trust. For approximately twelve months prior to the sale, the facility had been leased to another entity in which Mr. Crown has an interest. Annual rent was not material and was based on a review by our outside real estate brokerage adviser of comparable rentals in the relevant market area.

The facility was sold for $2,500,000, the full appraisal value based on two property valuations provided by independent real estate brokers. The Audit Committee approved the sale of the facility, as required under the Company’s Code of Ethics and Business Practices and other applicable policies, practices and requirements. The Company was not required to pay a commission. Total proceeds from the sale of $2,472,000, net of related closing costs and fees, were collected in December 2014, and no amounts related to this transaction remain outstanding. During 2014, the Company recognized a gain of $895,000 on the sale of the facility.

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Supplemental Financial Information

12 Months Ended

Dec. 31, 2016

Receivables [Abstract]

Supplemental Financial Information

(19) Supplemental Financial Information

Additions and deductions related to the allowance for doubtful accounts receivable for 2016, 2015 and 2014 were as follows (in thousands):

	Balance at Beginning of Year		Additions		Deductions			Balance at End of Year
Allowance for doubtful accounts receivable:
Year ended December 31, 2016	$	11,872	$	2,452	$	(5,186	)	$	9,138
Year ended December 31, 2015	$	19,336	$	6,761	$	(14,225	)	$	11,872
Year ended December 31, 2014	$	19,908	$	4,409	$	(4,981	)	$	19,336

During 2015, we undertook a project to analyze our older accounts receivable to attempt further collection action, or where appropriate, to write off such accounts as uncollectible. Since these aged accounts receivable had been fully reserved against, the write off was accomplished through the elimination of the associated allowance, with no effect on net accounts receivable balances. The reduction of the allowance for doubtful accounts from $19,336,000 at December 31, 2014 to $11,872,000 at December 31, 2015 was a direct result of the write off of these older fully reserved accounts receivable as well as an overall improvement in managing the receivables portfolio. The reduction of the reserve during 2015 related to these actions had no effect on our results of operations.

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Cash Flows

12 Months Ended

Dec. 31, 2016

Supplemental Cash Flow Elements [Abstract]

Cash Flows

(20) Cash Flows

Cash payments for interest on indebtedness and cash payments for taxes on income were as follows (in thousands):

	Years Ended December 31,
	2016		2015		2014
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	3,782	$	2,866	$	2,439
Cash paid during the year for income taxes, net of refunds	$	39,051	$	41,062	$	51,715

Non-cash investing activities for 2016, 2015 and 2014 included $791,000, $662,000 and $1,668,000, respectively, of capital expenditures in accounts payable, representing additions purchased at period end but not yet paid for in cash.

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Segment and Geographic Information

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Segment and Geographic Information

(21) Segment and Geographic Information

We operate in three reportable geographic operating segments: North America; EMEA; and APAC. Our offerings in North America and select countries in EMEA and APAC include IT hardware, software and services. Our offerings in the remainder of our EMEA and APAC segments are largely software and select software-related services. Net sales by offering for North America, EMEA and APAC were as follows (in thousands):

	North America Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	2,455,159	$	2,336,788	$	2,175,397
Software		1,234,792		1,231,269		1,174,234
Services		281,877		255,471		213,095
	$	3,971,828	$	3,823,528	$	3,562,726
	EMEA Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	481,505	$	531,308	$	572,494
Software		811,013		799,761		930,763
Services		46,042		40,068		36,711
	$	1,338,560	$	1,371,137	$	1,539,968
	APAC Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	18,925	$	14,333	$	12,463
Software		143,709		158,046		193,533
Services		12,493		6,046		7,539
	$	175,127	$	178,425	$	213,535

The method for determining what information regarding operating segments, products and services, geographic areas of operation and major clients to report is based upon the “management approach,” or the way that management organizes the operating segments within a company, for which separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. Our CODM is our Chief Executive Officer.

All significant intercompany transactions are eliminated upon consolidation, and there are no differences between the accounting policies used to measure profit and loss for our segments or on a consolidated basis. Net sales are defined as net sales to external clients. None of our clients exceeded ten percent of consolidated net sales in 2016, 2015 or 2014.

A portion of our operating segments’ selling and administrative expenses arise from shared services and infrastructure that we have historically provided to them in order to realize economies of scale and to use resources efficiently. These expenses, collectively identified as corporate charges, include senior management expenses, internal audit, legal, tax, insurance services, treasury and other corporate infrastructure expenses. Charges are allocated to our operating segments, and the allocations have been determined on a basis that we considered to be a reasonable reflection of the utilization of services provided to or benefits received by the operating segments.

The tables below present information about our reportable operating segments (in thousands):

	Year Ended December 31, 2016
	North America		EMEA		APAC		Consolidated
Net sales	$	3,971,828	$	1,338,560	$	175,127	$	5,485,515
Costs of goods sold		3,446,347		1,152,873		143,193		4,742,413
Gross profit		525,481		185,687		31,934		743,102
Operating expenses:
Selling and administrative expenses		401,316		160,269		23,658		585,243
Severance and restructuring expenses		2,966		1,496		118		4,580
Acquisition-related expenses		4,278		—		169		4,447
Earnings from operations	$	116,921	$	23,922	$	7,989	$	148,832
Total assets	$	2,204,351	$	562,293	$	119,778	$	2,886,422	*
	Year Ended December 31, 2015
	North America		EMEA		APAC		Consolidated
Net sales	$	3,823,528	$	1,371,137	$	178,425	$	5,373,090
Costs of goods sold		3,321,965		1,184,850		149,943		4,656,758
Gross profit		501,563		186,287		28,482		716,332
Operating expenses:
Selling and administrative expenses		396,603		165,879		22,424		584,906
Severance and restructuring expenses		1,126		3,781		—		4,907
Earnings from operations	$	103,834	$	16,627	$	6,058	$	126,519
Total assets	$	1,999,485	$	543,146	$	114,973	$	2,657,604	*
	Year Ended December 31, 2014
	North America		EMEA		APAC		Consolidated
Net sales	$	3,562,726	$	1,539,968	$	213,535	$	5,316,229
Costs of goods sold		3,085,279		1,340,052		178,495		4,603,826
Gross profit		477,447		199,916		35,040		712,403
Operating expenses:
Selling and administrative expenses		372,936		178,816		25,215		576,967
Severance and restructuring expenses		971		3,356		106		4,433
Earnings from operations	$	103,540	$	17,744	$	9,719	$	131,003
Total assets	$	1,840,057	$	575,757	$	117,437	$	2,533,251	*

* Consolidated total assets do not reflect intercompany eliminations and corporate assets of $667,122,000, $643,587,000 and $585,413,000 at December 31, 2016, 2015 and 2014, respectively.

The following is a summary of our geographic net sales and long-lived assets, consisting of property and equipment, net (in thousands):

	United States		United Kingdom		Other Foreign		Total
2016
Net sales	$	3,776,352	$	671,999	$	1,037,164	$	5,485,515
Total long-lived assets	$	46,774	$	13,570	$	10,566	$	70,910
2015
Net sales	$	3,645,876	$	711,957	$	1,015,257	$	5,373,090
Total long-lived assets	$	58,748	$	16,810	$	12,723	$	88,281
2014
Net sales	$	3,368,798	$	746,123	$	1,201,308	$	5,316,229
Total long-lived assets	$	70,439	$	19,522	$	14,220	$	104,181

Net sales by geographic area are presented by attributing net sales to external customers based on the domicile of the selling location.

We recorded the following pre-tax amounts, by operating segment, for depreciation and amortization in the accompanying consolidated financial statements (in thousands):

	Years Ended December 31,
	2016		2015		2014
Depreciation and amortization of property and equipment:
North America	$	21,952	$	22,239	$	23,632
EMEA		4,908		3,757		5,025
APAC		633		653		586
		27,493		26,649		29,243
Amortization of intangible assets:
North America		8,139		8,053		7,536
EMEA		1,951		2,834		3,300
APAC		547		421		491
		10,637		11,308		11,327
Total	$	38,130	$	37,957	$	40,570

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Acquisition

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Acquisition

(22) Acquisition

Effective September 1, 2016, we acquired Ignia, a business technology consulting and managed services provider headquartered in Perth, Australia, with an additional office in Melbourne, for a cash purchase price, net of cash acquired, of approximately $10,804,000, subject to a final working capital adjustment. We believe that this acquisition expands our global footprint in the areas of application design, digital solutions, Cloud, mobility and business analytics, while also building on our unique position to bring solutions powered by Intelligent Technology™ to our clients in the Asia-Pacific region.

The total fair value of net identifiable assets acquired initially recorded was approximately $5,324,000, including $1,463,000 of cash acquired and $4,716,000 of identifiable intangible assets, consisting primarily of customer relationships and restrictive covenant agreements which are being amortized using the straight-line method over their estimated economic lives of eight years and 27 months, respectively. The preliminary purchase price was allocated using the information available at the time. During the fourth quarter of 2016, we finalized the fair value assumptions for identifiable intangible assets acquired and reduced the fair value of identifiable intangible assets acquired by approximately $218,000. Goodwill initially recorded of approximately $7,248,000, which was recorded in our APAC operating segment, was adjusted to $6,957,000 as of December 31, 2016 as a result of the net effects of the decrease in the value of acquired identifiable intangible assets noted previously and foreign currency translation adjustments. None of the goodwill is tax deductible. We will finalize the purchase price allocation in the first quarter of 2017 when the final working capital adjustment is agreed upon and paid and the evaluation of uncertain tax positions, which could lead to an adjustment of the purchase price allocation, is completed.

We consolidated the results of operations for Ignia within our APAC operating segment beginning on September 1, 2016, the effective date of the acquisition. Our historical results would not have been materially affected by the acquisition of Ignia and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our statements of operations.

Effective October 1, 2015, we acquired BlueMetal, an interactive design and technology architecture firm based in the Boston area, with offices in Chicago and New York, for a cash purchase price, net of cash acquired, of approximately $44,221,000. BlueMetal delivers strategic design, application development, business intelligence solutions and data visualization platforms, and we believe this acquisition strengthens our services capabilities to bring value to our clients’ businesses in the area of application design, mobility and big data.

The total fair value of net assets acquired was approximately $15,412,000, including $15,240,000 of identifiable intangible assets, consisting primarily of customer relationships and restrictive covenant agreements which are being amortized using the straight-line method over their estimated economic lives of eight and three years, respectively. Goodwill acquired approximated $29,938,000, which was recorded in our North America operating segment. In 2016, we resolved the working capital contingency associated with the acquisition of BlueMetal. We recorded an adjustment of the purchase price as a reduction of goodwill in our North America operating segment upon the receipt of $507,000 in cash during 2016. The addition of the BlueMetal employees to our team and the opportunity to grow our services business are the primary factors making up the goodwill recognized as part of the transaction. None of the goodwill is tax deductible.

We consolidated the results of operations for BlueMetal beginning on October 1, 2015, the effective date of the acquisition. Our historical results would not have been materially affected by the acquisition of BlueMetal and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our statements of operations.

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Subsequent Event

12 Months Ended

Dec. 31, 2016

Subsequent Events [Abstract]

Subsequent Event

(23) Subsequent Event

On January 6, 2017, we completed our acquisition of Datalink for a cash purchase price of approximately $257,500,000. We funded the acquisition through a combination of cash on hand and approximately $196,000,000 in borrowings under our revolving facility. In conjunction with the acquisition, we amended our revolving facility to expand the facility by $175,000,000 in the form of an incremental Term Loan A (“TLA”). Pricing, maturity and all other general terms and conditions of the TLA are governed by the existing revolving facility. The TLA requires amortization payments of 5%, 7.5%, 10%, 12.5% and 15% in years one through five, respectively.

We are in the process of determining the fair value of net assets acquired, including identifiable intangible assets, which will be recorded in our North America operating segment. We will consolidate the results of operations for Datalink beginning on January 6, 2017, the effective date of the acquisition.

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Selected Quarterly Financial Information

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Information

(24) Selected Quarterly Financial Information (unaudited)

The following table sets forth selected unaudited consolidated quarterly financial information for 2016 and 2015 (in thousands, except per share data):

	Quarters Ended
	Dec. 31, 2016			Sept. 30, 2016			June 30, 2016			Mar. 31, 2016			Dec. 31, 2015			Sept. 30, 2015			June 30, 2015			Mar. 31, 2015
Net sales	$	1,467,583		$	1,392,716		$	1,456,234		$	1,168,982		$	1,387,185		$	1,342,195		$	1,424,031		$	1,219,679
Costs of goods sold		1,276,614			1,210,908			1,247,017			1,007,874			1,206,332			1,159,944			1,232,616			1,057,866
Gross profit		190,969			181,808			209,217			161,108			180,853			182,251			191,415			161,813
Operating expenses:
Selling and administrative expenses		145,066			143,872			150,186			146,119			147,310			148,796			148,004			140,796
Severance and restructuring expenses		1,527			788			909			1,356			2,995			817			372			723
Acquisition-related expenses		3,706			741			—			—			—			—			—			—
Earnings from operations		40,670			36,407			58,122			13,633			30,548			32,638			43,039			20,294
Non-operating (income) expense:
Interest income		(282	)		(318	)		(216	)		(250	)		(172	)		(265	)		(192	)		(154	)
Interest expense		2,271			2,517			1,992			1,848			1,706			2,062			1,718			1,738
Net foreign currency exchange (gain) loss		(520	)		579			(153	)		616			535			(1,561	)		20			613
Other expense, net		311			352			359			268			326			357			281			331
Earnings before income taxes		38,890			33,277			56,140			11,151			28,153			32,045			41,212			17,766
Income tax expense		17,790			11,642			21,073			4,263			9,577			11,220			15,713			6,815
Net earnings	$	21,100		$	21,635		$	35,067		$	6,888		$	18,576		$	20,825		$	25,499		$	10,951
Net earnings per share:
Basic	$	0.59		$	0.61		$	0.96		$	0.19		$	0.50		$	0.56		$	0.67		$	0.28
Diluted	$	0.59		$	0.60		$	0.96		$	0.18		$	0.50		$	0.56		$	0.67		$	0.27
Shares used in per share calculations:
Basic		35,479			35,474			36,380			37,075			37,099			37,095			38,067			39,673
Diluted		35,963			35,790			36,612			37,386			37,429			37,351			38,326			39,994

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Operations and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Description of Business

We are a Fortune 500-ranked global provider of information technology (“IT”) hardware, software, Cloud and service solutions to business, government, healthcare and educational clients. Our Company is organized in the following three operating segments, which are primarily defined by their related geographies:

Operating Segment	Geography
North America	United States and Canada
EMEA	Europe, Middle East and Africa
APAC	Asia-Pacific

Our offerings in North America and select countries in EMEA and APAC include hardware, software and services. Our offerings in the remainder of our EMEA and APAC segments are largely software and select software-related services.

Acquisitions

Effective September 1, 2016, we acquired Ignia Pty Ltd (“Ignia”), a business technology consulting and managed services provider headquartered in Perth, Australia, with an additional office in Melbourne, for a cash purchase price, net of cash acquired, of approximately $10,804,000. The acquisition was funded using cash on hand.

Effective October 1, 2015, we acquired BlueMetal Architects, Inc. (“BlueMetal”), an interactive design and technology architecture firm based in the Boston area with offices in Chicago and New York, for a cash purchase price, net of cash acquired, of approximately $44,221,000. The acquisition was funded using borrowings under our accounts receivable securitization financing facility.

Our results of operations include the results of Ignia and BlueMetal from their acquisition dates of September 1, 2016 and October 1, 2015, respectively. (See Note 22 for a discussion of our acquisitions.)

Principles of Consolidation and Presentation

Principles of Consolidation and Presentation

The consolidated financial statements include the accounts of Insight Enterprises, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. References to “the Company,” “Insight,” “we,” “us,” “our” and other similar words refer to Insight Enterprises, Inc. and its consolidated subsidiaries, unless the context suggests otherwise.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Additionally, these estimates and assumptions affect the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to sales recognition, anticipated achievement levels under partner funding programs, assumptions related to stock-based compensation valuation, allowances for doubtful accounts, valuation of inventories, litigation-related obligations, valuation allowances for deferred tax assets and impairment of long-lived assets, including purchased intangibles and goodwill, if indicators of potential impairment exist.

Cash and Cash Equivalents

Cash and Cash Equivalents

We consider all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents.

Book overdrafts represent the amount by which outstanding checks issued, but not yet presented to our banks for disbursement, exceed balances on deposit in applicable bank accounts and a legal right of offset with our positive cash balances in other financial institution accounts does not exist. Our book overdrafts, which are not directly linked to a credit facility or other bank overdraft arrangement, do not result in an actual bank financing, but rather constitute normal unpaid trade payables at the end of a reporting period. These amounts are included within our accounts payable balance in our consolidated balance sheets. The changes in these book overdrafts are included within the changes in accounts payable line item as a component of cash flows from operating activities in our consolidated statements of cash flows.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts to reflect our best estimate of probable losses inherent in our accounts receivable balance. The allowance is based on our evaluation of the aging of the receivables, historical write-offs and the current economic environment. We write off individual accounts against the reserve when we no longer believe that it is probable that we will collect the receivable because we become aware of a client’s or partner’s inability to meet its financial obligations. Such awareness may be as a result of bankruptcy filings, or deterioration in the client’s or partner’s operating results or financial position.

Inventories

Inventories

We state inventories, principally purchased IT hardware, at the lower of weighted average cost (which approximates cost under the first-in, first-out method) or market. We evaluate inventories for excess, obsolescence or other factors that may render inventories unmarketable at normal margins. Write-downs are recorded so that inventories reflect the approximate net realizable value and take into account contractual provisions with our partners governing price protection, stock rotation and return privileges relating to obsolescence. Because of the large number of transactions and the complexity of managing the price protection and stock rotation process, estimates are made regarding write-downs of the carrying amount of inventories. Additionally, assumptions about future demand, market conditions and decisions by manufacturers/publishers to discontinue certain products or product lines can affect our decision to write down inventories.

Inventories not available for sale relate to product sales transactions in which we are warehousing the product and will be deploying the product to our clients’ designated locations subsequent to period-end. Additionally, we may perform services on a portion of the product prior to shipment to our clients and will be paid a fee for doing so. Although these product contracts are non-cancelable with customary credit terms beginning the date the inventories are segregated in our warehouse and invoiced to the client and the warranty periods begin on the date of invoice, these transactions do not meet the sales recognition criteria under GAAP. Therefore, we do not record sales and the inventories are classified as inventories not available for sale on our consolidated balance sheet until the product is delivered. If clients remit payment before we deliver the product to them, we record the payments received as deferred revenue on our consolidated balance sheet until such time as the product is delivered.

Property and Equipment

Property and Equipment

We record property and equipment at cost. We capitalize major improvements and betterments, while maintenance, repairs and minor replacements are expensed as incurred. Depreciation or amortization is provided using the straight-line method over the following estimated economic lives of the assets:

	Estimated Economic Life
Leasehold improvements	Shorter of underlying lease term or asset life
Furniture and fixtures	2 – 7 years
Equipment	3 – 5 years
Software	3 – 10 years
Buildings	29 years

Costs incurred to develop internal-use software during the application development stage, including capitalized interest, are recorded in property and equipment at cost. External direct costs of materials and services consumed in developing or obtaining internal-use computer software and payroll and payroll-related costs for teammates who are directly associated with and who devote time to internal-use computer software development projects, to the extent of the time spent directly on the project and specific to application development, are capitalized.

Reviews are regularly performed to determine whether facts and circumstances exist which indicate that the useful life is shorter than originally estimated or the carrying amount of assets may not be recoverable. When an indication exists that the carrying amount of long-lived assets may not be recoverable, we assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets.

Goodwill

Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The quantitative two-step goodwill impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. The Company has three reporting units, which are the same as our operating segments. Multiple valuation techniques can be used to assess the fair value of the reporting unit. All of these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both.

Intangible Assets

Intangible Assets

We amortize intangible assets acquired in business combinations using the straight-line method over the following estimated economic lives of the intangible assets from the date of acquisition:

	Estimated Economic Life
Customer relationships	2 – 11 years
Tradenames and Restrictive Covenant Agreements	9 months – 3 years

We regularly perform reviews to determine if facts and circumstances exist which indicate that the useful lives of our intangible assets are shorter than originally estimated or the carrying amount of these assets may not be recoverable. When an indication exists that the carrying amount of intangible assets may not be recoverable, we assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets.

Trade Credits

Trade Credits

Trade credit liabilities arise from aged unclaimed credit memos, duplicate payments, payments for returned product or overpayments made to us by our clients, and, to a lesser extent, from goods received by us from a partner for which we were never invoiced. Trade credit liabilities are included in accrued expenses and other current liabilities in our consolidated balance sheets. We derecognize the liability as a reduction of costs of goods sold only if it has been extinguished, upon either (1) our payment of the liability to relieve our obligation or (2) our legal release from the related obligation.

Self Insurance

Self Insurance

We are self-insured in the United States for medical insurance up to certain annual stop-loss limits and workers’ compensation claims up to certain deductible limits. We establish reserves for claims, both reported and incurred but not reported, using currently available information as well as our historical claims experience.

Treasury Stock

Treasury Stock

We record repurchases of our common stock as treasury stock at cost. We also record the subsequent retirement of these treasury shares at cost. The excess of the cost of the shares retired over their par value is allocated between additional paid-in capital and retained earnings. The amount recorded as a reduction of paid-in capital is based on the excess of the average original issue price of the shares over par value. The remaining amount is recorded as a reduction of retained earnings.

Sales Recognition

Sales Recognition

Sales are recognized when title and risk of loss are passed to the client, there is persuasive evidence of an arrangement for sale, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable and collectibility is reasonably assured. Our standard sales terms are F.O.B. shipping point or equivalent, at which time title and risk of loss have passed to the client. However, because we either (i) have a general practice of covering client losses while products are in transit despite title and risk of loss contractually transferring at the point of shipment or (ii) have specifically stated F.O.B. destination contractual terms with the client, delivery is not deemed to have occurred until the point in time when the product is received by the client.

We leverage drop-shipment arrangements with many of our partners and suppliers to deliver products to our clients without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs. We recognize revenue for drop-shipment arrangements on a gross basis when the product is received by the client. We recognize revenue on a gross basis as the principal in the transaction because we control the transaction as the primary obligor for product fulfillment in the arrangement, we assume inventory risk if the product is returned by the client, we set the price of the product charged to the client, we assume credit risk for the amounts invoiced, and we work closely with our clients to determine their hardware and software specifications.

We make provisions for estimated product returns that we expect to occur under our return policy based upon historical return rates. Our manufacturers warrant most of the products we market, and it is our policy to request that clients return their defective products directly to the manufacturer for warranty service during the manufacturer’s warranty period. On selected products, and for selected client service reasons, we may accept returns directly from the client and then either credit the client or ship a replacement product. We generally offer a limited 15- to 30-day return policy for unopened products and certain opened products, which are consistent with manufacturers’ terms; however, for some products we may charge restocking fees. Products returned opened are processed and returned to the manufacturer or partner for repair, replacement or credit to us. Subject to some manufacturers’ restrictions, certain products cannot be returned to the manufacturer for warranty processing. We resell most unopened products returned to us. If we accept a return from a client that we cannot return to the partner, we try to mitigate our losses by selling to inventory liquidators, to end users as “previously sold” or “used” products, or through other channels.

We record the freight we bill to our clients as net sales and the related freight costs we pay as costs of goods sold. We report sales net of any sales-based taxes assessed by governmental authorities that are imposed on and concurrent with sales transactions.

Revenue is recognized from software sales when clients acquire the right to use or copy software under license, but in no case prior to the commencement of the term of the initial software license agreement, provided that all other revenue recognition criteria have been met (i.e., evidence of the arrangement exists, the fee is fixed or determinable and collectibility of the fee is probable).

We sell certain third-party service contracts, software maintenance and Cloud or software-as-a-service subscription products for which we are not the primary obligor. These sales do not meet the criteria for gross sales recognition, and thus are recorded on a net sales recognition basis. As we enter into contracts with third-party service providers or vendors and our clients, we evaluate whether the subsequent sales of such services should be recorded as gross sales or net sales. We determine whether we act as a principal in the transaction and assume the risks and rewards of ownership or if we are simply acting as an agent or broker. Under gross sales recognition, the selling price is recorded in sales and our cost to the third-party service provider or vendor is recorded in costs of goods sold. Under net sales recognition, the cost to the third-party service provider or vendor is recorded as a reduction to sales, resulting in net sales equal to the gross profit on the transaction, and there are no costs of goods sold.

We recognize revenue for sales of services ratably over the time period over which the service will be provided if there is no discernible pattern of recognition of the cost to perform the service. Billings for such services that are made in advance of the related revenue recognized are recorded as deferred revenue and recognized as revenue ratably over the billing coverage period. Revenue from certain arrangements that allow for the use of a product or service over a period of time without taking possession of software are also accounted for ratably over the time period over which the service will be provided.

We recognize revenue for professional services engagements that are on a time and materials basis based upon hours incurred as the services are performed and amounts are earned. Net sales for these services engagements are not a significant portion of our consolidated net sales.

Additionally, we sell certain professional services contracts on a fixed fee basis. Revenues for fixed fee professional services contracts are recognized based on the ratio of costs incurred to total estimated costs. Net sales for these service contracts are not a significant portion of our consolidated net sales.

In certain arrangements, we may provide a combination of hardware and software products and the provision of services. Services that are performed by us in conjunction with hardware and software sales that are completed in our facilities prior to shipment of the product are recognized upon delivery, when title passes to the client, for the hardware sale. Net sales of services that are performed at client locations are primarily service-only contracts and are recorded as sales when the services are performed. The total consideration for an arrangement with multiple deliverables is allocated to all deliverables that represent a separate unit of accounting using the relative selling price method.

Costs of Goods Sold

Costs of Goods Sold

Costs of goods sold include product costs, direct costs incurred associated with delivering services, outbound and inbound freight costs and provisions for inventory reserves. These costs are reduced by provisions for supplier discounts and certain payments and credits received from partners, as described under “Partner Funding” below.

Selling and Administrative Expenses

Selling and Administrative Expenses

Selling and administrative expenses include salaries and wages, bonuses and incentives, stock-based compensation expense, employee-related expenses, facility-related expenses, marketing and advertising expense, reduced by certain payments and credits received from partners related to shared marketing expense programs, as described under “Partner Funding” below, depreciation of property and equipment, professional fees, amortization of intangible assets, provisions for losses on accounts receivable and other operating expenses.

Partner Funding

Partner Funding

We receive payments and credits from partners, including consideration pursuant to volume sales incentive programs, volume purchase incentive programs and shared marketing expense programs. Partner funding received pursuant to volume sales incentive programs is recognized as it is earned as a reduction to costs of goods sold. Partner funding received pursuant to volume purchase incentive programs is allocated as a reduction to inventories based on the applicable incentives earned from each partner and is recorded in cost of goods sold as the related inventory is sold. Partner funding received pursuant to shared marketing expense programs is recorded as it is earned as a reduction of the related selling and administrative expenses in the period the program takes place if the consideration represents a reimbursement of specific, incremental, identifiable costs. Consideration that exceeds the specific, incremental, identifiable costs is classified as a reduction of costs of goods sold. The amount of partner funding recorded as a reduction of selling and administrative expenses in our statements of operations totaled $45,801,000, $43,311,000 and $40,106,000 in 2016, 2015 and 2014, respectively.

Concentrations of Risk

Concentrations of Risk

Credit Risk

Although we are affected by the international economic climate, management does not believe material credit risk concentration existed at December 31, 2016. We monitor our clients’ financial condition and do not require collateral. No single client accounted for more than 3% of our consolidated net sales in 2016.

Supplier Risk

Purchases from Microsoft accounted for approximately 27% of our aggregate purchases in 2016. No other partner accounted for more than 10% of purchases in 2016. Our top five partners as a group for 2016 were Microsoft, Ingram Micro (a distributor), HP Inc., Cisco and Tech Data (a distributor), and approximately 59% of our total purchases during 2016 came from this group of partners. Although brand names and individual products are important to our business, we believe that competitive sources of supply are available in substantially all of our product categories such that, with the exception of Microsoft, we are not dependent on any single partner for sourcing products.

Advertising Costs

Advertising Costs

Advertising costs are expensed as they are incurred. Advertising expense of $37,565,000, $33,568,000 and $31,214,000 was recorded in 2016, 2015 and 2014, respectively. These amounts were predominantly offset by partner funding earned pursuant to shared marketing expense programs recorded as a reduction of selling and administrative expenses, as discussed in “Partner Funding” above.

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward. Stock-based compensation expense is classified in the same line item of our consolidated statements of operations as other payroll-related expenses specific to the employee. Compensation expense related to service-based restricted stock units (“RSUs”) is recognized on a straight-line basis over the requisite service period for the entire award. Compensation expense related to performance-based RSUs is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards (i.e., a graded vesting basis).

Foreign Currencies

Foreign Currencies

We use the U.S. dollar as our reporting currency. The functional currencies of our foreign subsidiaries are the local currencies. Accordingly, assets and liabilities of the subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet dates. Income and expense items are translated at the average exchange rate for each month within the year. The resulting translation adjustments are recorded directly in accumulated other comprehensive income (loss), net of tax – foreign currency translation adjustments as a separate component of stockholders’ equity. Net foreign currency transaction gains/losses, including transaction gains/losses on intercompany balances that are not of a long-term investment nature and non-functional currency cash balances, are reported as a separate component of non-operating (income) expense in our consolidated statements of operations.

Derivative Financial Instruments

Derivative Financial Instruments

We enter into forward foreign exchange contracts to mitigate the risk of non-functional currency monetary assets and liabilities on our consolidated financial statements. These forward contracts are not designated as hedge instruments. The fair value of all derivative assets and liabilities are recorded gross in the other current assets and accrued expenses and other current liabilities sections of our consolidated balance sheets. Gains/losses are recorded net in non-operating (income) expense in our consolidated statements of operations.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable earnings in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date.

We recognize net deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Interest and penalties related to unrecognized tax benefits are recognized within the income tax expense line in our consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in our consolidated balance sheets.

Net Earnings Per Share ("EPS")

Net Earnings Per Share (“EPS”)

Basic EPS is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during each year. Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding RSUs. A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):

	Years Ended December 31,
	2016		2015		2014
Numerator:
Net earnings	$	84,690	$	75,851	$	75,684
Denominator:
Weighted-average shares used to compute basic EPS		36,102		37,984		41,062
Dilutive potential common shares due to dilutive RSUs, net of tax effect		336		291		296
Weighted-average shares used to compute diluted EPS		36,438		38,275		41,358
Net earnings per share:
Basic	$	2.35	$	2.00	$	1.84
Diluted	$	2.32	$	1.98	$	1.83

In 2016, 2015 and 2014, approximately 36,000, 1,000 and 20,000, respectively, of our RSUs were not included in the diluted EPS calculations because their inclusion would have been anti-dilutive. These share-based awards could be dilutive in the future.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-18, “Restricted Cash.” The new standard requires companies to include cash and cash equivalents that have restrictions on withdrawal or use within total cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The new standard should be adopted retrospectively. We plan to adopt this new standard in the first quarter of 2018 and do not expect the adoption to have a material effect on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The new standard is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. It addresses eight specific cash flow issues to clarify the presentation and classification of cash receipts and cash payments in the statement of cash flows. The new standard is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The new standard should be adopted retrospectively. We plan to adopt this new standard in the first quarter of 2018 and do not expect the adoption to have a material effect on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which supersedes the existing lease recognition requirements in the existing accounting standard for leases. The core principal of the new standard is that an entity should recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The new standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal years. Early adoption is permitted. The new standard is to be applied using a modified retrospective transition method with the option to elect a number of practical expedients. We expect to adopt the new standard in the first quarter of 2019 and are in the process of determining the effect that the adoption of ASU 2016-02 will have on our consolidated financial statements and disclosures. We have not yet selected our planned transition approach.

In March 2016, FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This new standard simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This new standard requires that excess tax benefits and deficiencies be recognized as income tax benefit or expense in the income statement, and, therefore, we anticipate increased income tax expense volatility after adoption of this new standard. The new standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. We will adopt the new standard in the first quarter of 2017 and do not expect it to have a material effect on our consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” This standard changes the measurement from lower of cost or market to lower of cost and net realizable value. This standard is effective for reporting periods beginning after December 15, 2016 and shall be applied prospectively. We will adopt the standard in the first quarter of 2017 and do not expect it to have a material effect on our consolidated financial statements.

On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which amends the existing accounting standards for revenue recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the mandatory effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, the Company may adopt the standard in either its first quarter of 2017 or 2018. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. We are in the process of determining the effect that the adoption will have on our consolidated financial statements. Based on our analysis to date, we have reached the following tentative conclusions regarding the new standard and how we expect it to affect our consolidated financial statements and related disclosures:

• We expect to adopt the standard in the first quarter of 2018 and will not early adopt.

• We expect to use the cumulative effect transition method. Such method provides that upon applying the new standard, the cumulative effect from prior periods is recognized in our consolidated balance sheet as of the date of adoption, including an adjustment to retained earnings. Prior periods will not be retrospectively adjusted.

• We believe that since substantially all of our revenue is contractual, substantially all of our revenue falls within the scope of ASU No. 2014-09, as amended.

• As discussed above, our hardware and software revenue is generally recognized on a gross basis upon delivery. Third party service contracts, software maintenance and Cloud or software-as-a-service subscription products are generally recognized on a net basis. Upon adoption of the new standard, we do not expect this to change. However, we are continuing to analyze each of our less material revenue streams to determine any changes that may be required under the new standard.

• We believe that the only significant incremental costs incurred to obtain contracts with our clients within the scope of ASU 2014-09, as amended, are sales commissions. Under current accounting standards, we recognize sales commissions as earned and record such amounts within selling and administrative expenses in our statements of operations. The majority of our contracts are completed within a one-year performance period. Under the new standard, we expect to record sales commissions on contracts with performance periods that exceed one year as an asset and amortize the asset to expense over the related contract performance period.

• As discussed above, we hold inventories not available for sale related to certain product sales transactions in which we are warehousing the product and will be deploying the product to our clients’ designated locations subsequent to period-end. We are currently still evaluating the effect of the new standard on our inventories not available for sale to identify the differing performance conditions within the underlying contracts and to determine if a portion of revenue under the contracts should be recognized at an earlier point in time than we are recognizing under current accounting standards.

• We expect that our disclosures in our notes to our consolidated financial statements related to revenue recognition will be significantly expanded under the new standard.

Our analysis and evaluation of the new standard will continue through its effective date in the first quarter of 2018. A substantial amount of work remains to be completed due to the complexity of the new standard, the application of judgment and the requirement for the use of estimates in applying the new standard, as well as the volume of our client portfolio and the related terms and conditions of our contracts that must be reviewed. The quantification of the effects of the new standard, including the items discussed above, is a significant undertaking. Further, we will be required to implement necessary changes in our processes, accounting systems and internal controls in conjunction with applying the new standard.

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Operations and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Estimated Economic Lives of Property and Equipment

We record property and equipment at cost. We capitalize major improvements and betterments, while maintenance, repairs and minor replacements are expensed as incurred. Depreciation or amortization is provided using the straight-line method over the following estimated economic lives of the assets:

	Estimated Economic Life
Leasehold improvements	Shorter of underlying lease term or asset life
Furniture and fixtures	2 – 7 years
Equipment	3 – 5 years
Software	3 – 10 years
Buildings	29 years

Estimated Economic Life of Acquired Amortizable Intangible Assets

We amortize intangible assets acquired in business combinations using the straight-line method over the following estimated economic lives of the intangible assets from the date of acquisition:

	Estimated Economic Life
Customer relationships	2 – 11 years
Tradenames and Restrictive Covenant Agreements	9 months – 3 years

Reconciliation of Denominators of Basic and Diluted EPS Calculations

A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):

	Years Ended December 31,
	2016		2015		2014
Numerator:
Net earnings	$	84,690	$	75,851	$	75,684
Denominator:
Weighted-average shares used to compute basic EPS		36,102		37,984		41,062
Dilutive potential common shares due to dilutive RSUs, net of tax effect		336		291		296
Weighted-average shares used to compute diluted EPS		36,438		38,275		41,358
Net earnings per share:
Basic	$	2.35	$	2.00	$	1.84
Diluted	$	2.32	$	1.98	$	1.83

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consist of the following (in thousands):

	December 31,
	2016			2015
Software	$	159,442		$	157,291
Buildings		63,253			65,423
Equipment		93,553			93,956
Furniture and fixtures		36,526			36,170
Leasehold improvements		21,132			21,969
Land		5,131			5,115
		379,037			379,924
Accumulated depreciation and amortization		(308,127	)		(291,643	)
Property and equipment, net	$	70,910		$	88,281

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands):

	North America			EMEA			APAC			Consolidated
Goodwill	$	379,617		$	151,439		$	13,973		$	545,029
Accumulated impairment losses		(323,422	)		(151,439	)		(13,973	)		(488,834	)
Balance at December 31, 2015		56,195			—			—			56,195
Goodwill acquired during 2016		(507	)		—			6,957			6,450
Balance at December 31, 2016	$	55,688		$	—		$	6,957		$	62,645

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets, Net

Intangible assets consist of the following (in thousands):

	December 31,
	2016			2015
Customer relationships	$	41,711		$	119,749
Other		1,978			1,640
		43,689			121,389
Accumulated amortization		(22,982	)		(94,406	)
Intangible assets, net	$	20,707		$	26,983

Future Amortization Expenses

Future amortization expense for the remaining unamortized balance as of December 31, 2016 is estimated as follows (in thousands):

Years Ending December 31,	Amortization Expense
2017	$	5,187
2018		4,735
2019		2,178
2020		2,178
2021		2,178
Thereafter		4,251
Total amortization expense	$	20,707

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Debt, Capital Lease and Other Financing Obligations (Tables)

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Long-Term Debt

Our long-term debt consists of the following (in thousands):

	December 31,
	2016			2015
Senior revolving credit facility	$	—		$	—
Accounts receivable securitization financing facility		39,500			89,000
Capital leases and other financing obligations		1,231			1,535
Total		40,731			90,535
Less: current portion of capital leases and other financing obligations		(480	)		(1,535	)
Less: current portion of revolving credit facilities		—			—
Long-term debt	$	40,251		$	89,000

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Operating Leases (Tables)

12 Months Ended

Dec. 31, 2016

Leases [Abstract]

Future Minimum Lease Payments

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2016 are as follows (in thousands):

Years Ending December 31,
2017	$	14,571
2018		13,006
2019		11,804
2020		8,491
2021		6,175
Thereafter		12,508
Total minimum lease payments	$	66,555

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Severance and Restructuring Activities (Tables)

12 Months Ended

Dec. 31, 2016

Restructuring and Related Activities [Abstract]

Activity Related to Resource Actions and Outstanding Obligations

The following table details the activity for each of the three years in the period ending December 31, 2016 related to these resource actions, and the outstanding obligations as of December 31, 2016 (in thousands):

	North America			EMEA			APAC			Consolidated
Balances at December 31, 2013	$	1,710		$	3,247		$	—		$	4,957
Severance costs, net of adjustments		971			3,356			106			4,433
Cash payments		(1,786	)		(3,475	)		(106	)		(5,367	)
Foreign currency translation adjustments		(38	)		(157	)		—			(195	)
Balances at December 31, 2014		857			2,971			—			3,828
Severance costs, net of adjustments		1,126			3,781			—			4,907
Cash payments		(1,456	)		(3,534	)		—			(4,990	)
Foreign currency translation adjustments		(22	)		(235	)		—			(257	)
Balances at December 31, 2015		505			2,983			—			3,488
Severance costs, net of adjustments		2,966			1,496			118			4,580
Cash payments		(2,524	)		(3,239	)		(118	)		(5,881	)
Foreign currency translation adjustments		—			(23	)		—			(23	)
Balances at December 31, 2016	$	947		$	1,217		$	—		$	2,164

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Pre-tax Amounts by Operating Segment for Stock-Based Compensation

We recorded the following pre-tax amounts in selling and administrative expenses for stock-based compensation, by operating segment, in the accompanying consolidated financial statements (in thousands):

	Years Ended December 31,
	2016		2015		2014
North America	$	8,096	$	6,648	$	5,933
EMEA		2,530		1,908		1,547
APAC		432		366		270
Total Consolidated	$	11,058	$	8,922	$	7,750

Summary of Restricted Stock Units Activity

The following table summarizes our RSU activity during 2016:

	Number			Weighted Average Grant Date Fair Value		Fair Value
Nonvested at the beginning of year		951,784		$	24.35
Granted		551,675		$	25.97
Vested, including shares withheld to cover taxes		(354,487	)	$	23.56	$	9,235,102	(a)
Forfeited		(81,415	)	$	25.32
Nonvested at the end of year		1,067,557		$	25.37	$	43,172,005	(b)
Expected to vest		1,003,490				$	40,581,136	(b)

^(a)  The aggregate fair value of vested RSUs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSUs had all such holders sold their underlying shares on that date. The aggregate intrinsic value for RSUs which vested during 2015 and 2014 was $9,168,784 and $8,371,565, respectively.

^(b) The aggregate fair value of the nonvested RSUs and the RSUs expected to vest represents the total pre-tax fair value, based on our closing stock price of $40.44 as of December 30, 2016 (December 31, 2016 was not a trading day), which would have been received by holders of RSUs had all such holders sold their underlying shares on that date.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Earnings Before Income Taxes

Earnings before income taxes:

	Years Ended December 31,
	2016		2015		2014
United States	$	99,095	$	90,575	$	89,679
Foreign		40,363		28,601		34,693
	$	139,458	$	119,176	$	124,372

Income Tax Expense

Income tax expense:

	Years Ended December 31,
	2016			2015			2014
Current:
U.S. Federal	$	27,947		$	24,369		$	27,332
U.S. State and local		2,200			2,705			3,242
Foreign		14,104			11,077			14,320
		44,251			38,151			44,894
Deferred:
U.S. Federal		10,395			5,104			4,541
U.S. State and local		1,088			602			330
Foreign		(966	)		(532	)		(1,077	)
		10,517			5,174			3,794
	$	54,768		$	43,325		$	48,688

Schedule Reconciles Difference Between U.S. Federal Income Taxes at U.S. Statutory Rate and Our Income Tax Expense

The following schedule reconciles the differences between the U.S. federal income taxes at the U.S. statutory rate and our income tax expense (dollars in thousands):

	2016					2015					2014
Statutory federal income tax rate	$	48,810		35.0	%	$	41,712		35.0	%	$	43,530		35.0	%
State income tax expense, net of federal income tax benefit		3,368		2.4			3,180		2.7			3,416		2.8
Audits and adjustments, net		(1,039	)	(0.7	)		(886	)	(0.7	)		(186	)	(0.2	)
Change in valuation allowances		3,742		2.7			2,944		2.5			6,471		5.2
Foreign income taxed at different rates		(6,611	)	(4.7	)		(5,729	)	(4.8	)		(5,309	)	(4.3	)
Change in U.S. tax law applicable to certain foreign entities		2,577		1.8			—		—			—		—
Non-deductible compensation		518		0.4			474		0.4			404		0.3
Other, net		3,403		2.4			1,630		1.3			362		0.3
Effective tax rate	$	54,768		39.3	%	$	43,325		36.4	%	$	48,688		39.1	%

Significant Components of Deferred Tax Assets and Liabilities

The significant components of deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2016			2015
Deferred tax assets:
Goodwill and other intangibles	$	34,302		$	42,281
Net operating losses		18,964			17,433
Foreign tax credits		13,115			12,972
Accruals		6,315			7,423
Stock-based compensation		4,238			3,558
Inventories		2,598			2,667
Accounts receivable		2,547			3,749
Deferred revenue		468			351
Property and equipment		20			—
Other		56			2,391
Gross deferred tax assets		82,623			92,825
Valuation allowances		(30,972	)		(28,750	)
Total deferred tax assets		51,651			64,075
Deferred tax liabilities:
Prepaid expenses		(204	)		(226	)
Property and equipment		—			(1,102	)
Total deferred tax liabilities		(204	)		(1,328	)
Net deferred tax assets	$	51,447		$	62,747

Net Non-Current Deferred Tax Assets and Liabilities

The net non-current deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2016			2015
Net non-current deferred tax assets	$	52,347		$	62,986
Net non-current deferred tax liabilities		(900	)		(239	)
Net deferred tax assets	$	51,447		$	62,747

Change in Valuation Allowance

The following table summarizes the change in the valuation allowance (in thousands):

	December 31,
	2016			2015
Valuation allowances at beginning of year	$	28,750		$	28,709
Increase in income tax expense		3,742			2,944
Foreign currency translation adjustments		(1,035	)		(1,743	)
Other		(485	)		(1,160	)
Valuation allowances at end of year	$	30,972		$	28,750

Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest, is as follows (in thousands):

Balance at December 31, 2015	$	3,039
Additions for tax positions in prior periods		31
Additions for tax positions in current period		366
Subtractions due to foreign currency translation		(33	)
Subtractions due to audit settlements and statute expirations		(1,352	)
Balance at December 31, 2016	$	2,051

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Share Repurchase Programs (Tables)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Summary of Shares of Common Stock Repurchased Under Repurchase Programs

The following table summarizes the shares of our common stock that we repurchased on the open market under these repurchase programs, in thousands, except per share amounts:

Year	Total Number of Shares Purchased		Average Price Paid per Share		Approximate Dollar Value of Shares Purchased
2016		1,891	$	26.43	$	50,000
2015		3,300		27.83		91,843
2014		2,140		23.54		50,383
2013		3,000		19.26		57,774
Total		10,331			$	250,000

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Supplemental Financial Information (Tables)

12 Months Ended

Dec. 31, 2016

Receivables [Abstract]

Summary of Additions and Deductions Related to Allowances for Doubtful Accounts

Additions and deductions related to the allowance for doubtful accounts receivable for 2016, 2015 and 2014 were as follows (in thousands):

	Balance at Beginning of Year		Additions		Deductions			Balance at End of Year
Allowance for doubtful accounts receivable:
Year ended December 31, 2016	$	11,872	$	2,452	$	(5,186	)	$	9,138
Year ended December 31, 2015	$	19,336	$	6,761	$	(14,225	)	$	11,872
Year ended December 31, 2014	$	19,908	$	4,409	$	(4,981	)	$	19,336

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Cash Flows (Tables)

12 Months Ended

Dec. 31, 2016

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash Payments for Interest on Indebtedness and Cash Payments for Taxes on Income

Cash payments for interest on indebtedness and cash payments for taxes on income were as follows (in thousands):

	Years Ended December 31,
	2016		2015		2014
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	3,782	$	2,866	$	2,439
Cash paid during the year for income taxes, net of refunds	$	39,051	$	41,062	$	51,715

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Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Net Sales by Offering for North America, EMEA and APAC

Net sales by offering for North America, EMEA and APAC were as follows (in thousands):

	North America Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	2,455,159	$	2,336,788	$	2,175,397
Software		1,234,792		1,231,269		1,174,234
Services		281,877		255,471		213,095
	$	3,971,828	$	3,823,528	$	3,562,726
	EMEA Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	481,505	$	531,308	$	572,494
Software		811,013		799,761		930,763
Services		46,042		40,068		36,711
	$	1,338,560	$	1,371,137	$	1,539,968
	APAC Years Ended December 31,
Sales Mix	2016		2015		2014
Hardware	$	18,925	$	14,333	$	12,463
Software		143,709		158,046		193,533
Services		12,493		6,046		7,539
	$	175,127	$	178,425	$	213,535

Financial Information about Reportable Operating Segments

The tables below present information about our reportable operating segments (in thousands):

	Year Ended December 31, 2016
	North America		EMEA		APAC		Consolidated
Net sales	$	3,971,828	$	1,338,560	$	175,127	$	5,485,515
Costs of goods sold		3,446,347		1,152,873		143,193		4,742,413
Gross profit		525,481		185,687		31,934		743,102
Operating expenses:
Selling and administrative expenses		401,316		160,269		23,658		585,243
Severance and restructuring expenses		2,966		1,496		118		4,580
Acquisition-related expenses		4,278		—		169		4,447
Earnings from operations	$	116,921	$	23,922	$	7,989	$	148,832
Total assets	$	2,204,351	$	562,293	$	119,778	$	2,886,422	*
	Year Ended December 31, 2015
	North America		EMEA		APAC		Consolidated
Net sales	$	3,823,528	$	1,371,137	$	178,425	$	5,373,090
Costs of goods sold		3,321,965		1,184,850		149,943		4,656,758
Gross profit		501,563		186,287		28,482		716,332
Operating expenses:
Selling and administrative expenses		396,603		165,879		22,424		584,906
Severance and restructuring expenses		1,126		3,781		—		4,907
Earnings from operations	$	103,834	$	16,627	$	6,058	$	126,519
Total assets	$	1,999,485	$	543,146	$	114,973	$	2,657,604	*
	Year Ended December 31, 2014
	North America		EMEA		APAC		Consolidated
Net sales	$	3,562,726	$	1,539,968	$	213,535	$	5,316,229
Costs of goods sold		3,085,279		1,340,052		178,495		4,603,826
Gross profit		477,447		199,916		35,040		712,403
Operating expenses:
Selling and administrative expenses		372,936		178,816		25,215		576,967
Severance and restructuring expenses		971		3,356		106		4,433
Earnings from operations	$	103,540	$	17,744	$	9,719	$	131,003
Total assets	$	1,840,057	$	575,757	$	117,437	$	2,533,251	*

* Consolidated total assets do not reflect intercompany eliminations and corporate assets of $667,122,000, $643,587,000 and $585,413,000 at December 31, 2016, 2015 and 2014, respectively.

Summary of Geographic Net Sales and Long-Lived Assets

The following is a summary of our geographic net sales and long-lived assets, consisting of property and equipment, net (in thousands):

	United States		United Kingdom		Other Foreign		Total
2016
Net sales	$	3,776,352	$	671,999	$	1,037,164	$	5,485,515
Total long-lived assets	$	46,774	$	13,570	$	10,566	$	70,910
2015
Net sales	$	3,645,876	$	711,957	$	1,015,257	$	5,373,090
Total long-lived assets	$	58,748	$	16,810	$	12,723	$	88,281
2014
Net sales	$	3,368,798	$	746,123	$	1,201,308	$	5,316,229
Total long-lived assets	$	70,439	$	19,522	$	14,220	$	104,181

Pre-Tax Depreciation and Amortization by Operating Segment

We recorded the following pre-tax amounts, by operating segment, for depreciation and amortization in the accompanying consolidated financial statements (in thousands):

	Years Ended December 31,
	2016		2015		2014
Depreciation and amortization of property and equipment:
North America	$	21,952	$	22,239	$	23,632
EMEA		4,908		3,757		5,025
APAC		633		653		586
		27,493		26,649		29,243
Amortization of intangible assets:
North America		8,139		8,053		7,536
EMEA		1,951		2,834		3,300
APAC		547		421		491
		10,637		11,308		11,327
Total	$	38,130	$	37,957	$	40,570

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Selected Quarterly Financial Information (Tables)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Consolidated Quarterly Financial Information

The following table sets forth selected unaudited consolidated quarterly financial information for 2016 and 2015 (in thousands, except per share data):

	Quarters Ended
	Dec. 31, 2016			Sept. 30, 2016			June 30, 2016			Mar. 31, 2016			Dec. 31, 2015			Sept. 30, 2015			June 30, 2015			Mar. 31, 2015
Net sales	$	1,467,583		$	1,392,716		$	1,456,234		$	1,168,982		$	1,387,185		$	1,342,195		$	1,424,031		$	1,219,679
Costs of goods sold		1,276,614			1,210,908			1,247,017			1,007,874			1,206,332			1,159,944			1,232,616			1,057,866
Gross profit		190,969			181,808			209,217			161,108			180,853			182,251			191,415			161,813
Operating expenses:
Selling and administrative expenses		145,066			143,872			150,186			146,119			147,310			148,796			148,004			140,796
Severance and restructuring expenses		1,527			788			909			1,356			2,995			817			372			723
Acquisition-related expenses		3,706			741			—			—			—			—			—			—
Earnings from operations		40,670			36,407			58,122			13,633			30,548			32,638			43,039			20,294
Non-operating (income) expense:
Interest income		(282	)		(318	)		(216	)		(250	)		(172	)		(265	)		(192	)		(154	)
Interest expense		2,271			2,517			1,992			1,848			1,706			2,062			1,718			1,738
Net foreign currency exchange (gain) loss		(520	)		579			(153	)		616			535			(1,561	)		20			613
Other expense, net		311			352			359			268			326			357			281			331
Earnings before income taxes		38,890			33,277			56,140			11,151			28,153			32,045			41,212			17,766
Income tax expense		17,790			11,642			21,073			4,263			9,577			11,220			15,713			6,815
Net earnings	$	21,100		$	21,635		$	35,067		$	6,888		$	18,576		$	20,825		$	25,499		$	10,951
Net earnings per share:
Basic	$	0.59		$	0.61		$	0.96		$	0.19		$	0.50		$	0.56		$	0.67		$	0.28
Diluted	$	0.59		$	0.60		$	0.96		$	0.18		$	0.50		$	0.56		$	0.67		$	0.27
Shares used in per share calculations:
Basic		35,479			35,474			36,380			37,075			37,099			37,095			38,067			39,673
Diluted		35,963			35,790			36,612			37,386			37,429			37,351			38,326			39,994

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Operations and Summary of Significant Accounting Policies - Additional Information (Detail)			12 Months Ended
	Sep. 01, 2016 USD ($)	Oct. 01, 2015 USD ($)	Dec. 31, 2016 USD ($) Segment shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($) shares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of operating segments | Segment			3
Payments to acquire businesses, net of cash acquired			$ 10,804,000
Return policy for unopened and opened product			We make provisions for estimated product returns that we expect to occur under our return policy based upon historical return rates. Our manufacturers warrant most of the products we market, and it is our policy to request that clients return their defective products directly to the manufacturer for warranty service during the manufacturer’s warranty period. On selected products, and for selected client service reasons, we may accept returns directly from the client and then either credit the client or ship a replacement product. We generally offer a limited 15- to 30-day return policy for unopened products and certain opened products, which are consistent with manufacturers’ terms; however, for some products we may charge restocking fees. Products returned opened are processed and returned to the manufacturer or partner for repair, replacement or credit to us. Subject to some manufacturers’ restrictions, certain products cannot be returned to the manufacturer for warranty processing. We resell most unopened products returned to us. If we accept a return from a client that we cannot return to the partner, we try to mitigate our losses by selling to inventory liquidators, to end users as “previously sold” or “used” products, or through other channels.
Partner funding recorded as reduction of selling and administrative expenses			$ 45,801,000	$ 43,311,000	$ 40,106,000
Advertising expense			$ 37,565,000	$ 33,568,000	$ 31,214,000
Credit Risk [Member] | Net Sales [Member] | Single Customer [Member] | Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Concentration percentage			3.00%
Supplier Risk [Member] | Microsoft [Member] | Purchases [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Concentration percentage			27.00%
Supplier Risk [Member] | Significant Supplier [Member] | Purchases [Member] | Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Concentration percentage			10.00%
Supplier Risk [Member] | Top Five Suppliers [Member] | Purchases [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Concentration percentage			59.00%
Restricted Stock Units (RSUs) [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
RSUs excluded from the diluted EPS calculations | shares			36,000	1,000	20,000
BlueMetal Architects, Inc. [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business acquisition, effective date of acquisition			Oct. 01, 2015
Payments to acquire businesses, net of cash acquired		$ 44,221,000
Ignia Pty Ltd [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business acquisition, effective date of acquisition			Sep. 01, 2016
Payments to acquire businesses, net of cash acquired	$ 10,804,000

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Operations and Summary of Significant Accounting Policies - Estimated Economic Lives of Property and Equipment (Detail)	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Leasehold improvements	Shorter of underlying lease term or asset life
Buildings [Member]
Property, Plant and Equipment [Line Items]
Useful Life	29 years
Minimum [Member] | Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful Life	2 years
Minimum [Member] | Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Minimum [Member] | Software [Member]
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Maximum [Member] | Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful Life	7 years
Maximum [Member] | Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Maximum [Member] | Software [Member]
Property, Plant and Equipment [Line Items]
Useful Life	10 years

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Operations and Summary of Significant Accounting Policies - Estimated Economic Life of Acquired Amortizable Intangible Assets (Detail)	12 Months Ended
	Dec. 31, 2016
Minimum [Member] | Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years
Minimum [Member] | Tradenames and Restrictive Covenant Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	9 months
Maximum [Member] | Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	11 years
Maximum [Member] | Tradenames and Restrictive Covenant Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years

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Operations and Summary of Significant Accounting Policies - Reconciliation of Denominators of Basic and Diluted EPS Calculations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Numerator:
Net earnings	$ 21,100	$ 21,635	$ 35,067	$ 6,888	$ 18,576	$ 20,825	$ 25,499	$ 10,951	$ 84,690	$ 75,851	$ 75,684
Denominator:
Weighted-average shares used to compute basic EPS	35,479	35,474	36,380	37,075	37,099	37,095	38,067	39,673	36,102	37,984	41,062
Dilutive potential common shares due to dilutive RSUs, net of tax effect									336	291	296
Weighted-average shares used to compute diluted EPS	35,963	35,790	36,612	37,386	37,429	37,351	38,326	39,994	36,438	38,275	41,358
Net earnings per share:
Basic	$ 0.59	$ 0.61	$ 0.96	$ 0.19	$ 0.50	$ 0.56	$ 0.67	$ 0.28	$ 2.35	$ 2.00	$ 1.84
Diluted	$ 0.59	$ 0.60	$ 0.96	$ 0.18	$ 0.50	$ 0.56	$ 0.67	$ 0.27	$ 2.32	$ 1.98	$ 1.83

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Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 379,037	$ 379,924
Accumulated depreciation and amortization	(308,127)	(291,643)
Property and equipment, net	70,910	88,281	$ 104,181
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	159,442	157,291
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	63,253	65,423
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	93,553	93,956
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	36,526	36,170
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	21,132	21,969
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,131	$ 5,115

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Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Non- cash charges to write-off certain property and equipment, primarily computer software development costs		$ 535	$ 741
Depreciation and amortization expense	$ 27,493	$ 26,649	$ 29,243

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Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill [Line Items]
Goodwill		$ 545,029
Accumulated impairment losses		(488,834)
Balance at December 31, 2015	$ 56,195
Goodwill acquired during 2016	6,450
Goodwill acquired during 2016	(507)
Balance at December 31, 2016	62,645	56,195
North America Segment [Member]
Goodwill [Line Items]
Goodwill		379,617
Accumulated impairment losses		(323,422)
Balance at December 31, 2015	56,195
Goodwill acquired during 2016	(507)
Balance at December 31, 2016	55,688	56,195
EMEA Segment [Member]
Goodwill [Line Items]
Goodwill		151,439
Accumulated impairment losses		(151,439)
APAC Segment [Member]
Goodwill [Line Items]
Goodwill		13,973
Accumulated impairment losses		$ (13,973)
Goodwill acquired during 2016	6,957
Balance at December 31, 2016	$ 6,957

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Goodwill - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill [Line Items]
Goodwill acquired during the year	$ 6,450,000
Business acquisition, purchase price allocation reduction in goodwill	507,000
North America Segment [Member]
Goodwill [Line Items]
Business acquisition, purchase price allocation reduction in goodwill	507,000
APAC Segment [Member]
Goodwill [Line Items]
Goodwill acquired during the year	$ 6,957,000
Business acquisition, effective date of acquisition	Sep. 01, 2016
BlueMetal Architects, Inc. [Member]
Goodwill [Line Items]
Goodwill acquired during the year		$ 29,938,000
Business acquisition, effective date of acquisition	Oct. 01, 2015
BlueMetal Architects, Inc. [Member] | North America Segment [Member]
Goodwill [Line Items]
Goodwill acquired during the year		$ 29,938,000
Business acquisition, purchase price allocation reduction in goodwill	$ 507,000

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Intangible Assets - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	$ 43,689	$ 121,389
Accumulated amortization	(22,982)	(94,406)
Intangible assets, net	20,707	26,983
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	41,711	119,749
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross	$ 1,978	$ 1,640

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Intangible Assets - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets, explanation of significant deletions	The gross intangible assets balance and the accumulated amortization balance were both reduced by approximately $81,817,000
Reduction in gross intangible assets and accumulated amortization balances	$ 81,817,000
Amortization expense	$ 10,637,000	$ 11,308,000	$ 11,327,000

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Intangible Assets - Future Amortization Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
2017	$ 5,187
2018	4,735
2019	2,178
2020	2,178
2021	2,178
Thereafter	4,251
Intangible assets, net	$ 20,707	$ 26,983

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Accounts Payable - Inventory Financing Facility - Additional Information (Detail) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounts Payable And Accrued Expenses [Line Items]
Inventory financing facility maximum borrowing capacity		$ 325,000,000	$ 250,000,000
Inventory financing facility maturity date		Jun. 23, 2021
Imputed interest on inventory financing facility		$ 3,385,000	$ 3,406,000	$ 2,386,000
Inventory financing facility interest rate if balances are not paid within stated vendor terms		Prime plus 1.25%
Inventory financing facility rate if vendor terms not met equal prime plus		1.25%
Inventory Financing Facility [Member]
Accounts Payable And Accrued Expenses [Line Items]
Deferred financing fees capitalized	$ 150,000
Maximum [Member]
Accounts Payable And Accrued Expenses [Line Items]
Inventory financing facility additional borrowing capacity		$ 25,000,000

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Debt, Capital Lease and Other Financing Obligations - Long-Term Debt (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Long-term debt
Senior revolving credit facility	$ 0	$ 0
Accounts receivable securitization financing facility	39,500	89,000
Capital leases and other financing obligations	1,231	1,535
Total	40,731	90,535
Total	40,731	90,535
Less: current portion of capital leases and other financing obligations	(480)	(1,535)
Less: current portion of revolving credit facilities	0	0
Long-term debt	$ 40,251	$ 89,000

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Debt, Capital Lease and Other Financing Obligations - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Amendment date	Jun. 23, 2016
Maturity date	Jun. 23, 2021
Accounts receivable securitization financing facility	$ 39,500,000	$ 89,000,000
Capitalized lease term	36-month term
Amount owed under other financing agreement	$ 0	1,309,000
Senior Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility, borrowing capacity amended	350,000,000
Senior revolving credit facility, proposed increase in maximum borrowing capacity	$ 175,000,000
Debt Instrument, Description of variable rate basis	LIBOR
Applicable floating interest rate	1.96%
Weighted average amount outstanding borrowings	$ 35,811,000	21,987,000	$ 6,634,000
Interest expense	2,191,000	1,813,000	1,571,000
Remaining borrowing capacity available under senior revolving credit facility	350,000,000
Deferred financing fees capitalized	$ 2,800,000
Senior Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Commitment on the unused portion of the facility	0.25%
Participation fee on letter of credit	1.25%
Senior Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Prime rate plus pre-determined spread	0.75%
Pre-determined spread	2.25%
Commitment on the unused portion of the facility	0.45%
Participation fee on letter of credit	2.25%
Senior Revolving Credit Facility [Member] | Foreign Currency Borrowing Pre Amendment [Member]
Debt Instrument [Line Items]
Credit facility, borrowing capacity amended		25,000,000
Senior Revolving Credit Facility [Member] | Foreign Currency Borrowing Post Amendment [Member]
Debt Instrument [Line Items]
Credit facility, borrowing capacity amended	$ 50,000,000
Senior Revolving Credit Facility [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Interest rate description	Prime rate plus a predetermined spread of 0.00% to 0.75%
Senior Revolving Credit Facility [Member] | Prime Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Pre-determined spread	0.00%
Senior Revolving Credit Facility [Member] | LIBOR Rate [Member]
Debt Instrument [Line Items]
Interest rate description	LIBOR rate plus a pre-determined spread of 1.25% to 2.25%
Senior Revolving Credit Facility [Member] | LIBOR Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Pre-determined spread	1.25%
Senior Revolving Credit Facility and Asset Backed Securitization Facility [Member]
Debt Instrument [Line Items]
Maximum leverage ratio times adjusted earnings before amendment	2.75
Maximum leverage ratio times adjusted earnings after amendment	3.00
Maximum leverage ratio times adjusted earnings	3.50
Outstanding borrowings at period end	$ 39,500,000
Senior Revolving Credit Facility and Asset Backed Securitization Facility [Member] | Borrowing Pre Leverage Ratio Computation [Member]
Debt Instrument [Line Items]
Credit facility, borrowing capacity amended	600,000,000
ABS Facility [Member]
Debt Instrument [Line Items]
Weighted average amount outstanding borrowings	145,376,000	112,101,000	$ 105,992,000
Deferred financing fees capitalized	$ 410,000
Credit facility, period after amendment	3 years
Receivables at fair value	$ 936,467,000	$ 849,336,000
Amount of facility permitted by qualified receivables	250,000,000
Accounts receivable securitization financing facility	$ 39,500,000
Credit facility, interest rate at period end	1.73%
Credit facility, usage fee	0.85%
Monthly commitment fee on unused portion of ABS facility	0.375%
Weighted average interest rate	1.90%	1.60%	1.70%
ABS Facility [Member] | Borrowing Pre Amendment [Member]
Debt Instrument [Line Items]
Credit facility, borrowing capacity amended		$ 200,000,000
ABS Facility [Member] | Borrowing Post Amendment [Member]
Debt Instrument [Line Items]
Credit facility, borrowing capacity amended	$ 250,000,000

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Operating Leases - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Leases [Abstract]
Operating leases rental expense	$ 14,444,000	$ 14,737,000	$ 15,493,000
Non-cancellable rental income, 2017	1,500,000
Non-cancellable rental income, 2018	1,600,000
Non-cancellable rental income, 2019	$ 1,600,000

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Operating Leases - Future Minimum Lease Payment (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Leases [Abstract]
2017	$ 14,571
2018	13,006
2019	11,804
2020	8,491
2021	6,175
Thereafter	12,508
Total minimum lease payments	$ 66,555

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Severance and Restructuring Activities - Activity Related to Resource Actions and Outstanding Obligations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Restructuring Cost and Reserve [Line Items]
Beginning balance	$ 3,488	$ 3,828	$ 4,957
Severance costs, net of adjustments	4,580	4,907	4,433
Cash payments	(5,881)	(4,990)	(5,367)
Foreign currency translation adjustments	(23)	(257)	(195)
Ending balance	2,164	3,488	3,828
North America Segment [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance	505	857	1,710
Severance costs, net of adjustments	2,966	1,126	971
Cash payments	(2,524)	(1,456)	(1,786)
Foreign currency translation adjustments		(22)	(38)
Ending balance	947	505	857
EMEA Segment [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance	2,983	2,971	3,247
Severance costs, net of adjustments	1,496	3,781	3,356
Cash payments	(3,239)	(3,534)	(3,475)
Foreign currency translation adjustments	(23)	(235)	(157)
Ending balance	1,217	$ 2,983	2,971
APAC Segment [Member]
Restructuring Cost and Reserve [Line Items]
Severance costs, net of adjustments	118		106
Cash payments	$ (118)		$ (106)

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Severance and Restructuring Activities - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Restructuring and Related Activities [Abstract]
Reduction to severance and restructuring expenses	$ 664,000	$ 600,000	$ 1,023,000

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Stock-Based Compensation - Pre-tax Amounts by Operating Segment for Stock-Based Compensation (Detail) - Restricted Stock Units (RSUs) [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense related to restricted stock units (RSUs)	$ 11,058	$ 8,922	$ 7,750
Selling and Administrative Expenses [Member] | North America Segment [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense related to restricted stock units (RSUs)	8,096	6,648	5,933
Selling and Administrative Expenses [Member] | EMEA Segment [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense related to restricted stock units (RSUs)	2,530	1,908	1,547
Selling and Administrative Expenses [Member] | APAC Segment [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense related to restricted stock units (RSUs)	$ 432	$ 366	$ 270

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Stock-Based Compensation - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Description of share based compensation under Amended 2007 Omnibus Plan	Our Board of Directors adopted the Amended Insight Enterprises, Inc. 2007 Omnibus Plan (the "Plan") on March 28, 2011.
Maximum number of authorized shares	7,250,000
Number of shares of stock available for grant	3,384,684
Payments for teammates' tax obligations to taxing authorities	$ 2,219,000	$ 2,265,000	$ 2,028,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost related to RSU's not yet recognized	$ 15,986,000
Weighted average number of years for recognition of outstanding nonvested RSUs	1 year 2 months 27 days
Shares withheld to cover taxes	84,953	85,652	86,732
Payments for teammates' tax obligations to taxing authorities	$ 2,219,000	$ 2,265,000	$ 2,028,000

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Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested Number, Beginning balance	951,784
Number, Granted	551,675
Number, Vested, including shares withheld to cover taxes	(354,487)
Number, Forfeited	(81,415)
Nonvested Number, Ending balance	1,067,557	951,784
Number, Expected to vest	1,003,490
Nonvested Weighted Average Grant Date Fair Value, Beginning balance	$ 24.35
Weighted Average Grant Date Fair Value, Granted	25.97
Weighted Average Grant Date Fair Value, Vested, including shares withheld to cover taxes	23.56
Weighted Average Grant Date Fair Value, Forfeited	25.32
Nonvested Weighted Average Grant Date Fair Value, Ending balance	$ 25.37	$ 24.35
Fair Value, Vested, including shares withheld to cover taxes	$ 9,235,102	$ 9,168,784	$ 8,371,565
Fair Value, Nonvested at end of period	43,172,005
Fair Value, Expected to vest	$ 40,581,136

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Stock-Based Compensation - Summary of Restricted Stock Units Activity (Parenthetical) (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing stock price				$ 40.44
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value for vested shares of RSUs	$ 9,235,102	$ 9,168,784	$ 8,371,565

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Assets Held for Sale - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Long Lived Assets Held-for-sale [Line Items]
Gain on sale of real estate	$ 338,000
Selling and Administrative Expenses [Member]
Long Lived Assets Held-for-sale [Line Items]
Gain on sale of real estate	$ 338,000
North America Segment [Member]
Long Lived Assets Held-for-sale [Line Items]
Non-cash charges impairment charges			$ 5,178,000
Impairment loss		$ 800,000	4,558,000
Accelerated depreciation			$ 620,000

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Income Taxes - Earnings Before Income Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
United States									$ 99,095	$ 90,575	$ 89,679
Foreign									40,363	28,601	34,693
Earnings before income taxes	$ 38,890	$ 33,277	$ 56,140	$ 11,151	$ 28,153	$ 32,045	$ 41,212	$ 17,766	$ 139,458	$ 119,176	$ 124,372

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Income Taxes - Income Tax Expense (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Current:
U.S. Federal									$ 27,947	$ 24,369	$ 27,332
U.S. State and local									2,200	2,705	3,242
Foreign									14,104	11,077	14,320
Total current income tax expense									44,251	38,151	44,894
Deferred:
U.S. Federal									10,395	5,104	4,541
U.S. State and local									1,088	602	330
Foreign									(966)	(532)	(1,077)
Total deferred income tax expense									10,517	5,174	3,794
Income tax expense	$ 17,790	$ 11,642	$ 21,073	$ 4,263	$ 9,577	$ 11,220	$ 15,713	$ 6,815	$ 54,768	$ 43,325	$ 48,688

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Income Taxes - Schedule Reconciles Difference between U.S. Federal Income Taxes at U.S. Statutory Rate and Our Income Tax Expense (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory federal income tax rate, Amount									$ 48,810	$ 41,712	$ 43,530
State income tax expense, net of federal income tax benefit									3,368	3,180	3,416
Audits and adjustments, net									(1,039)	(886)	(186)
Change in valuation allowances									3,742	2,944	6,471
Foreign income taxed at different rates									(6,611)	(5,729)	(5,309)
Change in U.S. tax law applicable to certain foreign entities									2,577
Non-deductible compensation									518	474	404
Other, net									3,403	1,630	362
Income tax expense	$ 17,790	$ 11,642	$ 21,073	$ 4,263	$ 9,577	$ 11,220	$ 15,713	$ 6,815	$ 54,768	$ 43,325	$ 48,688
Statutory federal income tax rate									35.00%	35.00%	35.00%
State income tax expense, net of federal income tax benefit, Rate									2.40%	2.70%	2.80%
Audits and adjustments, net, Rate									(0.70%)	(0.70%)	(0.20%)
Change in valuation allowances, Rate									2.70%	2.50%	5.20%
Foreign income taxed at different rates, Rate									(4.70%)	(4.80%)	(4.30%)
Change in U.S. tax law applicable to certain foreign entities									1.80%
Non-deductible compensation, Rate									0.40%	0.40%	0.30%
Other, net, Rate									2.40%	1.30%	0.30%
Effective tax rate									39.30%	36.40%	39.10%

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Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax [Line Items]
Non-deductible acquisition-related expenses	$ 1,296,000
Undistributed earnings of foreign subsidiaries	105,291,000	$ 105,291,000
U.S. state net operating loss carryforwards	388,000	388,000
NOLs from non-U.S. jurisdictions	68,934,000	68,934,000
NOLs fully expire between 2017 and 2023	4,180,000	4,180,000
Valuation allowances	30,972,000	30,972,000	$ 28,750,000	$ 28,709,000
Unrecognized tax benefits	2,246,000	2,246,000	3,335,000
Unrecognized tax benefits, interest on income taxes accrued	$ 195,000	$ 195,000	$ 296,000
Period during which examination phase of tax audits may conclude, description		Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that the examination phase of these audits may be concluded within the next 12 months which could significantly increase or decrease the balance of our gross unrecognized tax benefits.
Period during which federal income tax returns remain open to examination		2013, 2014, 2015 and 2016
Statute of limitations for tax examination, Minimum		3 years
Statute of limitations for tax examination, Maximum		10 years
Earliest Tax Year [Member]
Income Tax [Line Items]
Open tax year		2012
Latest Tax Year [Member]
Income Tax [Line Items]
Open tax year		2014
State and Local Jurisdictions [Member]
Income Tax [Line Items]
Operating loss carryforwards expiration date, start		2016
Operating loss carryforwards expiration date, end		2031
Foreign [Member]
Income Tax [Line Items]
Operating loss carryforwards expiration date, start		2017
Operating loss carryforwards expiration date, end		2023

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Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Goodwill and other intangibles	$ 34,302	$ 42,281
Net operating losses	18,964	17,433
Foreign tax credits	13,115	12,972
Accruals	6,315	7,423
Stock-based compensation	4,238	3,558
Inventories	2,598	2,667
Accounts receivable	2,547	3,749
Deferred revenue	468	351
Property and equipment	20
Other	56	2,391
Gross deferred tax assets	82,623	92,825
Valuation allowances	(30,972)	(28,750)	$ (28,709)
Total deferred tax assets	51,651	64,075
Deferred tax liabilities:
Prepaid expenses	(204)	(226)
Property and equipment		(1,102)
Total deferred tax liabilities	(204)	(1,328)
Net deferred tax assets	$ 51,447	$ 62,747

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Income Taxes - Net Non-Current Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Net non-current deferred tax assets	$ 52,347	$ 62,986
Net non-current deferred tax liabilities	(900)	(239)
Net deferred tax assets	$ 51,447	$ 62,747

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Income Taxes - Change in Valuation Allowance (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Valuation allowances at beginning of year	$ 28,750	$ 28,709
Increase in income tax expense	3,742	2,944	$ 6,471
Foreign currency translation adjustments	(1,035)	(1,743)
Other	(485)	(1,160)
Valuation allowances at end of year	$ 30,972	$ 28,750	$ 28,709

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Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Income Tax Disclosure [Abstract]
Beginning Balance	$ 3,039
Additions for tax positions in prior periods	31
Additions for tax positions in current period	366
Subtractions due to foreign currency translation	(33)
Subtractions due to audit settlements and statute expirations	(1,352)
Ending Balance	$ 2,051

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Market Risk Management - Additional Information (Detail) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Line of Credit Facility [Line Items]
Debt outstanding	$ 0	$ 0
Senior Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Debt outstanding	0
ABS Facility [Member]
Line of Credit Facility [Line Items]
Debt outstanding	$ 39,500,000
Interest rate	1.73%

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Derivative Financial Instruments - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2016 USD ($) DerivativeInstrument	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Foreign Currency Derivatives [Abstract]
Foreign currency forward contracts, maturity	1 month
Approximate number of foreign exchange forward contracts per month | DerivativeInstrument	3
Average notional value of foreign exchange forward contracts	$ 11,337,000
Average maturity of foreign exchange forward contracts	11 days
Amount of loss recognized in earnings on derivatives	$ 2,722,000	$ 942,000	$ 205,000

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Benefit Plans - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Compensation Related Costs [Abstract]
Discretionary match contribution to defined contribution plan provided to participants-U.S. teammates	25.00%
Maximum pre-tax contributions of compensation per pay period eligible for match- U.S. teammates	6.00%
Contribution expense	$ 7,684,000	$ 7,190,000	$ 7,083,000

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Share Repurchase Programs - Additional Information (Detail) - USD ($)	Feb. 29, 2016	Feb. 28, 2015	Oct. 31, 2014	Oct. 31, 2013	Feb. 28, 2013
Equity [Abstract]
Common stock repurchase program, authorized amount	$ 50,000,000	$ 75,000,000	$ 25,000,000	$ 50,000,000	$ 50,000,000

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Share Repurchase Programs - Summary of Shares of Common Stock Repurchased Under Repurchase Programs (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended				48 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2016
Equity [Abstract]
Repurchase program, total number of shares purchased	1,891	3,300	2,140	3,000	10,331
Repurchase program, average price paid per share	$ 26.43	$ 27.83	$ 23.54	$ 19.26
Repurchase program, approximate dollar value of shares purchased	$ 50,000	$ 91,843	$ 50,383	$ 57,774	$ 250,000

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Commitments and Contingencies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2016 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Other commitment, Performance bonds outstanding	$ 2,198,000
Number of months of salary paid as severance	From three to twenty-four months

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Related Party Transaction - Additional Information (Detail)	1 Months Ended	12 Months Ended
	Dec. 31, 2014 USD ($) ft²	Dec. 31, 2016 USD ($)	Dec. 31, 2014 USD ($)
Related Party Transaction [Line Items]
Gain on sale of facility		$ 338,000
Proceeds from sale of facility net of related closing costs and fees			$ 2,472,000
Trust [Member]
Related Party Transaction [Line Items]
Area of Company-owned facility sold (Square feet) | ft²	21,375
Sale of facility	$ 2,500,000
Amounts outstanding on sale of facility	0		$ 0
Gain on sale of facility	895,000
Proceeds from sale of facility net of related closing costs and fees	$ 2,472,000

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Supplemental Financial Information - Summary of Additions and Deductions Related to Allowances for Doubtful Accounts (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
Allowance for doubtful accounts receivable, Beginning Balance	$ 11,872	$ 19,336	$ 19,908
Allowance for doubtful accounts receivable, Additions	2,452	6,761	4,409
Allowance for doubtful accounts receivable, Deductions	(5,186)	(14,225)	(4,981)
Allowance for doubtful accounts receivable, Ending Balance	$ 9,138	$ 11,872	$ 19,336

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Supplemental Financial Information - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
Reduction of the allowance for doubtful accounts	$ 9,138	$ 11,872	$ 19,336	$ 19,908

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Cash Flows - Schedule of Cash Payments for Interest on Indebtedness and Cash Payments for Taxes on Income (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$ 3,782	$ 2,866	$ 2,439
Cash paid during the year for income taxes, net of refunds	$ 39,051	$ 41,062	$ 51,715

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Cash Flows - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Supplemental Cash Flow Elements [Abstract]
Capital expenditures in accounts payable, purchased at period end but not yet paid	$ 791,000	$ 662,000	$ 1,668,000

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Segment and Geographic Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2016 Segment
Segment Reporting [Abstract]
Number of operating segments	3
Description of major customers net sales	None of our clients exceeded ten percent of consolidated net sales in 2016, 2015 or 2014.

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Segment and Geographic Information - Net Sales by Offering for North America, EMEA and APAC (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenue from External Customer [Line Items]
Revenues from external customers	$ 1,467,583	$ 1,392,716	$ 1,456,234	$ 1,168,982	$ 1,387,185	$ 1,342,195	$ 1,424,031	$ 1,219,679	$ 5,485,515	$ 5,373,090	$ 5,316,229
North America Segment [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									3,971,828	3,823,528	3,562,726
North America Segment [Member] | Hardware Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									2,455,159	2,336,788	2,175,397
North America Segment [Member] | Software Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									1,234,792	1,231,269	1,174,234
North America Segment [Member] | Services Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									281,877	255,471	213,095
EMEA Segment [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									1,338,560	1,371,137	1,539,968
EMEA Segment [Member] | Hardware Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									481,505	531,308	572,494
EMEA Segment [Member] | Software Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									811,013	799,761	930,763
EMEA Segment [Member] | Services Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									46,042	40,068	36,711
APAC Segment [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									175,127	178,425	213,535
APAC Segment [Member] | Hardware Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									18,925	14,333	12,463
APAC Segment [Member] | Software Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									143,709	158,046	193,533
APAC Segment [Member] | Services Net Sales [Member]
Revenue from External Customer [Line Items]
Revenues from external customers									$ 12,493	$ 6,046	$ 7,539

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Segment and Geographic Information - Financial Information about Reportable Operating Segments (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Net sales	$ 1,467,583	$ 1,392,716	$ 1,456,234	$ 1,168,982	$ 1,387,185	$ 1,342,195	$ 1,424,031	$ 1,219,679	$ 5,485,515	$ 5,373,090	$ 5,316,229
Costs of goods sold	1,276,614	1,210,908	1,247,017	1,007,874	1,206,332	1,159,944	1,232,616	1,057,866	4,742,413	4,656,758	4,603,826
Gross profit	190,969	181,808	209,217	161,108	180,853	182,251	191,415	161,813	743,102	716,332	712,403
Operating expenses:
Selling and administrative expenses	145,066	143,872	150,186	146,119	147,310	148,796	148,004	140,796	585,243	584,906	576,967
Severance and restructuring expenses	1,527	788	909	1,356	2,995	817	372	723	4,580	4,907	4,433
Acquisition-related expenses	3,706	741							4,447
Earnings from operations	40,670	$ 36,407	$ 58,122	$ 13,633	30,548	$ 32,638	$ 43,039	$ 20,294	148,832	126,519	131,003
Total assets	2,219,300				2,014,017				2,219,300	2,014,017
Operating Segments [Member]
Operating expenses:
Total assets	2,886,422				2,657,604				2,886,422	2,657,604	2,533,251
North America Segment [Member]
Segment Reporting Information [Line Items]
Net sales									3,971,828	3,823,528	3,562,726
Costs of goods sold									3,446,347	3,321,965	3,085,279
Gross profit									525,481	501,563	477,447
Operating expenses:
Selling and administrative expenses									401,316	396,603	372,936
Severance and restructuring expenses									2,966	1,126	971
Acquisition-related expenses									4,278
Earnings from operations									116,921	103,834	103,540
North America Segment [Member] | Operating Segments [Member]
Operating expenses:
Total assets	2,204,351				1,999,485				2,204,351	1,999,485	1,840,057
EMEA Segment [Member]
Segment Reporting Information [Line Items]
Net sales									1,338,560	1,371,137	1,539,968
Costs of goods sold									1,152,873	1,184,850	1,340,052
Gross profit									185,687	186,287	199,916
Operating expenses:
Selling and administrative expenses									160,269	165,879	178,816
Severance and restructuring expenses									1,496	3,781	3,356
Earnings from operations									23,922	16,627	17,744
EMEA Segment [Member] | Operating Segments [Member]
Operating expenses:
Total assets	562,293				543,146				562,293	543,146	575,757
APAC Segment [Member]
Segment Reporting Information [Line Items]
Net sales									175,127	178,425	213,535
Costs of goods sold									143,193	149,943	178,495
Gross profit									31,934	28,482	35,040
Operating expenses:
Selling and administrative expenses									23,658	22,424	25,215
Severance and restructuring expenses									118		106
Acquisition-related expenses									169
Earnings from operations									7,989	6,058	9,719
APAC Segment [Member] | Operating Segments [Member]
Operating expenses:
Total assets	$ 119,778				$ 114,973				$ 119,778	$ 114,973	$ 117,437

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Segment and Geographic Information - Financial Information about Reportable Operating Segments (Parenthetical) (Detail) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total assets	$ 2,219,300,000	$ 2,014,017,000
Eliminations, Corporate and Reconciling Items [Member]
Segment Reporting Information [Line Items]
Total assets	$ 667,122,000	$ 643,587,000	$ 585,413,000

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Segment and Geographic Information - Summary of Geographic Net Sales and Long-Lived Assets (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 1,467,583	$ 1,392,716	$ 1,456,234	$ 1,168,982	$ 1,387,185	$ 1,342,195	$ 1,424,031	$ 1,219,679	$ 5,485,515	$ 5,373,090	$ 5,316,229
Total long-lived assets	70,910				88,281				70,910	88,281	104,181
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales									3,776,352	3,645,876	3,368,798
Total long-lived assets	46,774				58,748				46,774	58,748	70,439
United Kingdom [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales									671,999	711,957	746,123
Total long-lived assets	13,570				16,810				13,570	16,810	19,522
Other Foreign [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales									1,037,164	1,015,257	1,201,308
Total long-lived assets	$ 10,566				$ 12,723				$ 10,566	$ 12,723	$ 14,220

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Segment and Geographic Information - Pre-Tax Depreciation and Amortization by Operating Segment (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Depreciation and amortization of property and equipment	$ 27,493	$ 26,649	$ 29,243
Amortization of intangible assets	10,637	11,308	11,327
Depreciation and amortization, total	38,130	37,957	40,570
North America Segment [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization of property and equipment	21,952	22,239	23,632
Amortization of intangible assets	8,139	8,053	7,536
EMEA Segment [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization of property and equipment	4,908	3,757	5,025
Amortization of intangible assets	1,951	2,834	3,300
APAC Segment [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization of property and equipment	633	653	586
Amortization of intangible assets	$ 547	$ 421	$ 491

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Acquisition - Additional Information (Detail) - USD ($)			3 Months Ended	12 Months Ended
	Sep. 01, 2016	Oct. 01, 2015	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Payments to acquire businesses, net of cash acquired				$ 10,804,000
Goodwill			$ 62,645,000	62,645,000	$ 56,195,000
Goodwill recorded in acquisition				6,450,000
Acquisitions purchase price adjustment				507,000
North America Segment [Member]
Business Acquisition [Line Items]
Goodwill			55,688,000	55,688,000	56,195,000
Acquisitions purchase price adjustment				$ 507,000
Ignia Pty Ltd [Member]
Business Acquisition [Line Items]
Business acquisition, effective date of acquisition				Sep. 01, 2016
Payments to acquire businesses, net of cash acquired	$ 10,804,000
Net assets acquired	5,324,000
Cash acquired	1,463,000
Acquired identifiable intangible assets	4,716,000
Decrease in fair value of acquired identifiable intangible assets			218,000
Goodwill			$ 6,957,000	$ 6,957,000
Ignia Pty Ltd [Member] | Scenario, Previously Reported [Member]
Business Acquisition [Line Items]
Goodwill	$ 7,248,000
Ignia Pty Ltd [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets	8 years
Ignia Pty Ltd [Member] | Restrictive Covenant Agreements [Member]
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets	27 months
BlueMetal Architects, Inc. [Member]
Business Acquisition [Line Items]
Business acquisition, effective date of acquisition				Oct. 01, 2015
Payments to acquire businesses, net of cash acquired		$ 44,221,000
Net assets acquired		15,412,000
Acquired identifiable intangible assets		15,240,000
Goodwill recorded in acquisition					29,938,000
Tax deductible goodwill		$ 0
BlueMetal Architects, Inc. [Member] | North America Segment [Member]
Business Acquisition [Line Items]
Goodwill recorded in acquisition					$ 29,938,000
Acquisitions purchase price adjustment				$ 507,000
BlueMetal Architects, Inc. [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets		8 years
BlueMetal Architects, Inc. [Member] | Restrictive Covenant Agreements [Member]
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets		3 years

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Subsequent Event - Additional information (Detail) - USD ($)		12 Months Ended
	Jan. 06, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Subsequent Event [Line Items]
Borrowings under credit facility		$ 772,218,000	$ 686,410,000	$ 484,992,000
Datalink [Member]
Subsequent Event [Line Items]
Effective date of the acquisition		Jan. 06, 2017
Subsequent Event [Member] | Datalink [Member]
Subsequent Event [Line Items]
Business acquisition cash purchase price	$ 257,500,000
Subsequent Event [Member] | Datalink [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Borrowings under credit facility	196,000,000
Additional amount of revolving credit facility	$ 175,000,000
Percentage of amortization payments year one	5.00%
Percentage of amortization payments year two	7.50%
Percentage of amortization payments year three	10.00%
Percentage of amortization payments year four	12.50%
Percentage of amortization payments year five	15.00%

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Selected Quarterly Financial Information - Consolidated Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
Net sales	$ 1,467,583	$ 1,392,716	$ 1,456,234	$ 1,168,982	$ 1,387,185	$ 1,342,195	$ 1,424,031	$ 1,219,679	$ 5,485,515	$ 5,373,090	$ 5,316,229
Costs of goods sold	1,276,614	1,210,908	1,247,017	1,007,874	1,206,332	1,159,944	1,232,616	1,057,866	4,742,413	4,656,758	4,603,826
Gross profit	190,969	181,808	209,217	161,108	180,853	182,251	191,415	161,813	743,102	716,332	712,403
Operating expenses:
Selling and administrative expenses	145,066	143,872	150,186	146,119	147,310	148,796	148,004	140,796	585,243	584,906	576,967
Severance and restructuring expenses	1,527	788	909	1,356	2,995	817	372	723	4,580	4,907	4,433
Acquisition-related expenses	3,706	741							4,447
Earnings from operations	40,670	36,407	58,122	13,633	30,548	32,638	43,039	20,294	148,832	126,519	131,003
Non-operating (income) expense:
Interest income	(282)	(318)	(216)	(250)	(172)	(265)	(192)	(154)	(1,066)	(783)	(1,062)
Interest expense	2,271	2,517	1,992	1,848	1,706	2,062	1,718	1,738	8,628	7,224	6,019
Net foreign currency exchange (gain) loss	(520)	579	(153)	616	535	(1,561)	20	613	522	(393)	327
Other expense, net	311	352	359	268	326	357	281	331	1,290	1,295	1,347
Earnings before income taxes	38,890	33,277	56,140	11,151	28,153	32,045	41,212	17,766	139,458	119,176	124,372
Income tax expense	17,790	11,642	21,073	4,263	9,577	11,220	15,713	6,815	54,768	43,325	48,688
Net earnings	$ 21,100	$ 21,635	$ 35,067	$ 6,888	$ 18,576	$ 20,825	$ 25,499	$ 10,951	$ 84,690	$ 75,851	$ 75,684
Net earnings per share:
Basic	$ 0.59	$ 0.61	$ 0.96	$ 0.19	$ 0.50	$ 0.56	$ 0.67	$ 0.28	$ 2.35	$ 2.00	$ 1.84
Diluted	$ 0.59	$ 0.60	$ 0.96	$ 0.18	$ 0.50	$ 0.56	$ 0.67	$ 0.27	$ 2.32	$ 1.98	$ 1.83
Shares used in per share calculations:
Basic	35,479	35,474	36,380	37,075	37,099	37,095	38,067	39,673	36,102	37,984	41,062
Diluted	35,963	35,790	36,612	37,386	37,429	37,351	38,326	39,994	36,438	38,275	41,358