8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 23, 2018

Insight Enterprises, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-25092	86-0766246
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Channel Finance Facility

On March 23, 2018, certain subsidiaries of Insight Enterprises, Inc. (the "Company" or "Insight") entered into the Third Omnibus Amendment to Loan Documents and Reaffirmation Agreement (the "Channel Finance Amendment") with the guarantors party thereto, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and certain lenders party thereto, to amend the Second Amended and Restated Credit Agreement, dated as of June 23, 2016 (as amended prior to March 23, 2018, the "Channel Finance Credit Agreement"). The Channel Finance Amendment increases the aggregate availability under the Channel Finance Credit Agreement from $325 million to $400 million.

The foregoing description of the Channel Finance Amendment is not complete and is qualified in its entirety by reference to the Channel Finance Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment to Revolving and Term Loan Credit Facilities

In connection with the amendment to the Channel Finance Amendment, Insight entered into Amendment No. 2 to Fourth Amended and Restated Credit Agreement (the "Amendment") with certain of Insight’s foreign subsidiaries as additional borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, to amend the Fourth Amended and Restated Credit Agreement, dated as of June 23, 2016 (as amended prior to March 13, 2018, the "Credit Agreement"). The Amendment increases the aggregate outstanding principal amount of indebtedness under the Channel Finance Credit Agreement permitted by the Credit Agreement covenants to $400 million.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 29, 2018, Insight announced that Dana A. Leighty will retire from her position as Vice President, Finance and Principal Accounting Officer of the Company effective May 15, 2018. Beginning May 15, 2018, Glynis A. Bryan, Chief Financial Officer, will serve as the Company’s Principal Accounting Officer on an interim basis.

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit No.	Description
10.1	Third Omnibus Amendment to Loan Documents and Reaffirmation Agreement, dated as of March 23, 2018, by and among Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc., as Resellers, the guarantors party thereto, Wells Fargo Capital Finance, LLC, as collateral agent, syndication agent and administrative agent, and the lenders party thereto.
10.2	Amendment No. 2 to Fourth Amended and Restated Credit Agreement, dated as of March 13, 2018, by and among Insight Enterprises, Inc., Insight Enterprises B.V., Insight Direct (UK), Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Insight Enterprises, Inc.
March 29, 2018	By:	Glynis A. Bryan
		Name: Glynis A. Bryan
		Title: Chief Financial Officer

EX-10.1

Exhibit 10.1

THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS
AND REAFFIRMATION AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6. Effect on the Existing Credit Agreement.

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

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

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

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

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

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

Remainder of page intentionally left blank.

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

CALENCE, LLC, as a Reseller

By: /s/ Lynn Willden—
Name: Lynn Willden
Title: Treasurer

INSIGHT DIRECT USA, INC., as a Reseller

By: /s/ Lynn Willden—
Name: Lynn Willden
Title: Treasurer

INSIGHT PUBLIC SECTOR, INC., as a Reseller

By: /s/ Lynn Willden—
Name: Lynn Willden
Title:

INSIGHT ENTERPRISES, INC., as Parent Guarantor

By: /s/ Lynn Willden—
Name: Lynn Willden
Title: Treasurer

INSIGHT CANADA HOLDINGS, INC., as Subsidiary Guarantor

By: /s/ Lynn Willden—
Name: Lynn Willden
Title: Treasurer

INSIGHT NORTH AMERICA, INC., as Subsidiary Guarantor

By: /s/ Lynn Willden—
Name: Lynn Willden
Title: Treasurer

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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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ACKNOWLEDGED AND AGREED:

WELLS FARGO CAPITAL FINANCE, LLC

as Administrative Agent, Collateral Agent and as a Lender

By: /s/ John Hanley—
Name: John Hanley
Title: Senior Vice President



































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BRANCH BANKING AND TRUST COMPANY,

as a Lender,

By: /s/ Vicount Cornwall
Name: Vicount Cornwall
Title: Senior Vice President









































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BANK OF AMERICA, N.A.,

as a Lender,

By: /s/ Alain Pelanne
Name: Alain Pelanne
Title: Vice President









































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

as a Lender,

By: /s/ Sabina Aaronson
Name: Sabina Aaronson
Title: Vice President










































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BANK OF THE WEST,

as a Lender,

By: /s/ Scott Bruni
Name: Scott Bruni
Title: Vice President









































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

as a Lender,

By: /s/ James Wessel
Name: James Wessel
Title: Senior Vice President










































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COMERICA BANK,

as a Lender,

By: /s/ Joel Makolin
Name: Joel Makolin
Title: Vice President

EXHIBIT A
LENDERS’ FACILITIES AND PRO-RATA SHARES

	Channel Finance Loan
Lender	Facility		Pro-Rata Shares
Wells Fargo Capital Finance LLC	$	238,153,846.15		59.54	%
Bank of America, N.A.	$	43,076,923.08		10.77	%
National Bank of Arizona	$	30,769,230.77		7.69	%
Bank of the West	$	27,692,307.70		6.92	%
BOKF, NA d/b/a Bank of Arizona	$	20,923,076.92		5.23	%
Branch Bank & Trust	$	20,923,076.92		5.23	%
Comerica Bank	$	18,461,538.46		4.62	%
All Lenders	$	400,000,000		100.000	%

Exhibit 10.2

AMENDMENT NO. 2 TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

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

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

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

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

5. Effect on the Credit Agreement.

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

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

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

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

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

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

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

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

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

INSIGHT ENTERPRISES, INC.,
as the Company

By:/s/ Lynn Willden      
Name: Lynn Willden
Title: SVP, Treasury & Tax

INSIGHT DIRECT (UK), LTD.,
as the UK Borrower

By:/s/ Glynis Bryan      
Name: Glynis Bryan
Title: Global CFO and Director

INSIGHT ENTERPRISES B.V.,
as the Dutch Borrower

By:/s/ Russell Leighton      

Name: Russell Leighton

Title: SVP Finance and Operations

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

and as Administrative Agent

By:/s/ Caitlin A. Stewart      
Name: Caitlin Stewart
Title: Executive Director

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

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:/s/ Corey Saba Basha      
Name: Corey Saba Basha
Title: Senior Vice President

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

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

HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender

By:/s/ Matthew J. Simpson      
Name: Matthew J. Simpson
Title: Associate Relationship Manager

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

THE BANK OF TOKYO MITSUBISHI UFJ, LTD.,
as a Lender

By:/s/ Matthew Antioco      
Name: Matthew Antioco
Title: Director

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

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

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

EXHIBIT A

AMENDMENT NO. 3 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT

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

RECITALS

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

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

AGREEMENT

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

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

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

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

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

5. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment

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

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

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Bank Agent

By:
Name:
Title:

WELLS FARGO CAPITAL FINANCE, LLC (formerly known

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

By:
Name:
Title: