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): August 12, 2010

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: 480-902-1001

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))

Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2010, Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc. (collectively, the "Resellers") entered into Amendment Number Two to Credit Agreement (the "Second Amendment") by and among the Resellers and the required lenders party thereto. The Second Amendment amends the credit agreement, dated as of September 17, 2008 (the "Floorplan Credit Agreement"), by and among the Resellers, Castle Pines Capital LLC, as an administrative agent, Wells Fargo Capital Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as an administrative agent, as syndication agent and as collateral agent, and the lenders party thereto. The Floorplan Credit Agreement provides for a credit facility (the "Floorplan Loan Facility") to finance the purchase of inventory from a list of approved vendors. The Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference, amends certain provisions in the Floorplan Credit Agreement to, among other things, increase the aggregate borrowing availability under the Floorplan Loan Facility to $150 million from $100 million, of which $115 million (the "Primary Commitment") is immediately available and matures on April 1, 2013, but may be renewed under certain circumstances described in the Floorplan Credit Agreement, as amended by the Second Amendment, for successive twelve month periods. The remaining $35 million (the "Contingent Commitment") may be made available to the Resellers after August 12, 2010 under certain circumstances described in the Floorplan Credit Agreement, as amended by the Second Amendment, in which case all or such portion of the Contingent Commitment so made available will be co-terminus with the Primary Commitment.

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

In connection with the Second Amendment to the Floorplan Credit Agreement, on August 12, 2010, Insight Enterprises, Inc. (the "Company"), Insight Direct (UK) Ltd., Insight Enterprises B.V., JPMorgan Chase Bank, National Association ("JPMorgan Chase Bank"), as Administrative Agent, and certain lenders party to the Credit Agreement (as defined below) entered into Amendment No. 3 to Second Amended and Restated Credit Agreement ("Amendment No. 3"). Amendment No. 3, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference, amends certain provisions of the credit agreement, dated as of April 1, 2008 (the "Credit Agreement"), among the Company, the European Borrowers (as defined therein), the lenders party thereto, J.P. Morgan Europe Limited, as European Agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as Co-Syndication Agents, and JPMorgan Chase Bank, as Administrative Agent, to, among other things, permit up to $150 million in ou tstanding indebtedness under the Floorplan Credit Agreement and to permit liens securing such indebtedness.

The foregoing description of Amendment No. 3 to the Credit Agreement is not complete and is qualified in its entirety by reference to Amendment No. 3 to the Credit Agreement, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment Number Two to Credit Agreement, dated as of August 12, 2010, among Calence, LLC, Insight Direct USA, Inc., Insight Public Sector, Inc. and the lenders party thereto.

10.2 Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of August 12, 2010, among Insight Enterprises, Inc., Insight Direct (UK) Ltd., Insight Enterprises B.V., JPMorgan Chase Bank, National Association, as Administrative Agent, and certain lenders identified therein.

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.
August 17, 2010	By:	Glynis A. Bryan
		Name: Glynis A. Bryan
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment Number Two to Credit Agreement, dated as of August 12, 2010, among Calence, LLC, Insight Direct USA, Inc., Insight Public Sector, Inc. and the lenders party thereto.
10.2	Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of August 12, 2010, among Insight Enterprises, Inc., Insight Direct (UK) Ltd., Insight Enterprises B.V., JPMorgan Chase Bank, National Association, as Administrative Agent, and certain lenders identified therein.

EX-10.1

AMENDMENT NUMBER TWO TO
CREDIT AGREEMENT

THIS AMENDMENT NUMBER TWO TO CREDIT AGREEMENT (this “Amendment”) is effective as of August 12, 2010 (the “Second Amendment Effective Date”) by and among CALENCE, LLC, a Delaware limited liability company (“Calence”), INSIGHT DIRECT USA, INC., an Illinois corporation (“Insight Direct”), INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (“Insight Public”, and collectively with Calence and Insight Direct, the “Resellers” and each, a “Reseller”), and certain of the Lenders party to the Credit Agreement described below. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Resellers, the Lenders, and the Agents are parties to that certain Credit Agreement, dated as of September 17, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Resellers and the Required Lenders desire to increase the amount of the Aggregate Floorplan Loan Facility Limit; and

WHEREAS, the Resellers and the Required Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein.

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

1. Amendments. Subject to the satisfaction of the condition precedent set forth in Section 3 below, the Resellers and the Required Lenders party hereto hereby agree:

a. upon the Effective Date, to replace Exhibit A of the Credit Agreement with the attached Exhibit A.

b. that the following definitions shall be added to Exhibit B of the Credit Agreement in proper alphabetical order:

Code – means the U.S. Internal Revenue Code of 1986, as amended.

Second Amendment – means that certain Amendment Number Two to Credit Agreement, dated as of August 12, 2010, by and among the Resellers and the Lenders party thereto.

Second Amendment Effective Date – has the meaning specified therefor in the Second Amendment.

c. that the following definitions listed on Exhibit B of the Credit Agreement shall be deleted in their entirety and in their place shall have been substituted the following:

1. Aggregate Floorplan Loan Facility Limit – means One Hundred Fifty Million Dollars ($150,000,000), as may be reduced pursuant to terms of Section 3.2.2 of this Agreement.

2. Commitment – means, with respect to each Lender, the commitment of such Lender to make Floorplan Loans and to acquire participations in Interim Floorplan Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Floorplan Loan Facility exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 3.2, and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 14.4. The initial amount of each Lender’s Commitment is set forth on Exhibit A, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Commitments on the Second Amendment Effective Date is $150,000,000.

d. that the definition of “Excluded Taxes” contained in Exhibit B of the Credit Agreement shall be amended to (i) delete therefrom the phrase “, or (c)” and substitute therefor the following phrase: “, (c) any tax that is attributable to such Lender’s failure or inability to take any action (including entering into an agreement with the IRS), comply with any information gathering or reporting requirements, or to provide a Reseller (with a copy to the Administrative Agents) with appropriate certification, in each case, if such compliance or certification is required to obtain exemption from any United States federal withholding taxes under Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith, or (d)”, and (ii) delete therefrom the phrase “clause (c) above” and substitute therefor the following phrase “clause (d) above”.

e. that the provisions of Section 3.1.1 of the Credit Agreement shall be amended by deleting the reference to “(as provided on Exhibit A hereto)” contained therein.

f. that the provisions of Section 3.3 of the Credit Agreement shall be deleted in their entirety and in their place shall have been substituted the following:

“3.3 Commitment Block. Notwithstanding anything contained herein to the contrary, for all purposes of this Agreement, (i) on and after August 12, 2010, that portion, if any, of the Commitment of CPC in excess of $40,000,000 (the “Unavailable CPC Commitment”) shall no longer be effective and shall not be taken into account in determining CPC’s Pro-Rata Share hereunder, (ii) the Aggregate Floorplan Loan Facility Limit shall be reduced to the extent of the Unavailable CPC Commitment as applicable at any time, and (iii) CPC may at any time assign to an Eligible Assignee all or any portion of the Unavailable CPC Commitment in accordance with Section 14.4 hereunder, with the exception of Section 14.4.1.3 which shall not apply with respect to assignments made pursuant to this Section 3.3, whereupon such portion shall become effective as the Commitment of such Eligible Assignee and, to the extent of such Eligible Assignee’s Commitment, the Unavailable CPC Commitment shall be reduced and the Aggregate Floorplan Loan Facility Amount shall be restored.”

g. that the provisions of Section 4.5.5 of the Credit Agreement are hereby amended by inserting the following sentence immediately following the final sentence of such Section 4.5.5: “Each Lender shall promptly provide, upon reasonable request from any Reseller or either Administrative Agent, any information that any Reseller or either Administrative Agent needs in order for any Reseller or either Administrative Agent to determine the amount of any applicable withholding taxes, including information relating to compliance with Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith.”.

2. Amendment to JPMorgan Intercreditor Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Collateral Agent is hereby directed and authorized to immediately enter into, on behalf of itself and the Holders of Secured Obligations, an amendment to the JPMorgan Intercreditor Agreement in the form of Exhibit B hereto.

3. Condition of Effectiveness. This Amendment shall be deemed to have become effective as of the Second Amendment Effective Date, but such effectiveness shall be subject to the conditions precedent that the Administrative Agents shall have received executed counterparts of this Amendment duly executed and delivered by each Reseller and the Required Lenders.

4. Representation and Warranties. Each Reseller hereby represents and warrants that (i) after giving effect to this Amendment, all of the representations and warranties of such Reseller set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) after giving effect to this Amendment, no Default has occurred or is continuing.

5. Effect on the Credit Agreement.

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 modified hereby.

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

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

8. Counterparts. This Amendment may be executed by one or more of the parties on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile copy or other electronic image scan transmission of any signature hereto shall have the same effect as the original thereof.

[Signature Pages Follow]

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

CALENCE, LLC, as a Reseller
By: Insight Enterprises, Inc., its Manager

By: /s/ Helen Johnson
Name: Helen Johnson
Title: Treasurer

INSIGHT DIRECT USA, INC., as a Reseller

By: /s/ Helen Johnson
Name: Helen Johnson
Title: Treasurer

INSIGHT PUBLIC SECTOR, INC., as a Reseller

By: /s/ Helen Johnson
Name: Helen Johnson
Title: Treasurer

CASTLE PINES CAPITAL LLC,

as a Lender

By: /s/ John Schmidt
Name: John Schmidt
Title: Managing Partner

WELLS FARGO CAPITAL FINANCE, LLC,

as a Lender

By: /s/ John Hanley
Name: John Hanley
Title: EVP

DE LAGE LANDEN FINANCIAL SERVICES, INC., as a

Lender

By:      
Name:
Title:

IBM CREDIT LLC, as a Lender

By: /s/ Steven A. Flanagan
Name: Steven A. Flanagan
Title: Global Credit Officer

COMPASS BANK, as a Lender

By: /s/ Nancy Zezza
Name: Nancy Zezza
Title: SVP

MUTUAL OF OMAHA BANK, as a Lender

By: /s/ Clint Arrowsmith
Name: Clint Arrowsmith
Title: Senior Commercial Banker

BANK OF ARIZONA, as a Lender

By: /s/ Kevin R. Gillette
Name: Kevin R. Gillette
Title: Senior Vice President

AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is being executed and delivered as of August 12, 2010 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, National Association, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement described below, and certain of the lenders party to the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Lenders, J.P. Morgan Europe Limited, as European Agent, and the Administrative Agent are party to that certain Second Amended and Restated Credit Agreement, dated as of April 1, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

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

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

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

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

(a) The definition of “Change in Law” set forth in Section 1.01 of the Credit Agreement is hereby amended to insert the following sentence immediately following the period at the end of such definition: “A Change in Law shall not include the application or effect of any regulations promulgated and any interpretation or other guidance issued in connection with Sections 1471 or 1472 of the Code.”.

(b) The definition of “Excluded Taxes” set forth in Section 1.01 of the Credit Agreement is hereby amended to (i) delete therefrom the phrase “, or (e)” and substitute therefor the following phrase: “, (e) any tax that is attributable to such Lender’s failure or inability to take any action (including entering into an agreement with the Internal Revenue Service), comply with any information gathering or reporting requirements, or to provide the Company (with a copy to the Administrative Agent) with appropriate certification, in each case, if such compliance or certification is required to obtain exemption from any United States federal withholding taxes under Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith, or (f)”, (ii) delete therefrom the phrase “clause (c) or (d) above” and substitute therefor the following phrase “clause (c), (d) or (e) above” and (iii) delete therefrom the phrase “clauses (a) to (e) above” and substitute therefor the following phrase: “clauses (a) to (f) above”.

(c) Section 2.17(e) of the Credit Agreement is hereby amended by inserting the following sentence immediately following the final sentence of such Section 2.17(e): “Each Lender shall promptly provide, upon reasonable request from the Company or the Administrative Agent, any additional information that the Company or the Administrative Agent needs in order for the Company or the Administrative Agent to determine the amount of any applicable withholding taxes, including information relating to compliance with Sections 1471 or 1472 of the Code and any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith.”.

(d) Section 6.01(s) of the Credit Agreement is hereby amended to delete therefrom the figure “$100,000,000” and to substitute therefor the following figure: “$150,000,000”.

(e) Section 6.02(n) of the Credit Agreement is hereby amended to delete therefrom the figure “$100,000,000” and to substitute therefor the following figure: “$150,000,000”.

2. Amendment to Floorplan Intercreditor Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Administrative Agent is hereby directed and authorized to immediately enter into, on behalf of itself and the Holders of Secured Obligations, an amendment to the Floorplan Intercreditor Agreement in the form of Exhibit A hereto (the “Floorplan Intercreditor Agreement Amendment”).

3. Condition of Effectiveness. This Amendment shall be deemed to have become effective as of the date hereof, but such effectiveness shall be subject to the condition precedent that the Administrative Agent shall have received:

(a) executed counterparts of this Amendment duly executed and delivered by each Borrower, the Administrative Agent and the Required Lenders; and

(b) for the ratable account of each Lender that executes and delivers its signature page hereto in the manner required by the Administrative Agent by 5:00 p.m. (New York time) on August 11, 2010, an amendment fee equal to 0.10% of the sum of such Lender’s US Tranche Revolving Commitment and European Tranche Commitment as of the date hereof.

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

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

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 and the Floorplan Intercreditor Agreement Amendment.

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 of any signature hereto shall have the same effect as the original thereof.

[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/ Helen Johnson
Name: Helen Johnson
Title: Treasurer

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

By: /s/ Stuart Fenton
Name: Stuart Fenton
Title: President

INSIGHT ENTERPRISES B.V.,
as the Dutch Borrower

By: /s/ Stuart Fenton
Name: Stuart Fenton
Title: President

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

individually as a Lender and as Administrative Agent

By: /s/ Anna C. Araya
Name: Anna C. Araya
Title: Vice President

J.P. MORGAN EUROPE LIMITED, as a Lender

By: /s/ Alastair Stevenson
Name: Alastair Stevenson
Title: Managing Director

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Ivan Ferraz
Name: Ivan Ferraz
Title: Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:      
Name:
Title:

BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Jeffrey Mills
Name: Jeffrey Mills
Title: Assistant Vice President

COMERICA BANK, as a Lender

By: /s/ Fatima Arshad
Name: Fatima Arshad
Title: Vice President

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

By: /s/ Kathryn E. Benjamin
Name: Kathryn E. Benjamin
Title: Assistant Vice President

BANK OF ARIZONA, N.A.

as a Lender

By: /s/ Kevin R. Gillette
Name: Kevin R. Gillette
Title: Senior Vice President

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

Lender

By: /s/ D. Barnell
Name: D. Barnell
Title: Authorized Signatory

COMPASS BANK, as a Lender

By: /s/ Nancy Zezza
Name: Nancy Zezza
Title: SVPTHE NORTHERN TRUST COMPANY,

as a Lender

By: /s/ John Lascody
Name: John Lascody
Title: Second Vice PresidentPNC BANK,

NATIONAL ASSOCIATION,

as a Lender

By: /s/ Robin C. Bunch
Name: Robin C. Bunch
Title: Credit OfficerBANK OF THE WEST, as a

Lender

By: /s/ Todd C. Abboud
Name: Todd C. Abboud
Title: Senior Vice President