EXECUTION COPY
AMENDMENT NO. 6
TO
RECEIVABLES PURCHASE
AGREEMENT
THIS AMENDMENT NO. 6 TO RECEIVABLES
PURCHASE AGREEMENT dated as of December 19, 2005 (this “
Amendment ”) is entered into among INSIGHT
RECEIVABLES, LLC (the “ Seller ”), INSIGHT
ENTERPRISES, INC. (the “ Servicer ”), JPMORGAN
CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office
Chicago)), as a Financial Institution and as Agent (in its capacity
as Agent, the “ Agent ”), and JUPITER
SECURITIZATION CORPORATION (“ Jupiter ”).
Capitalized terms used herein but not defined herein shall have the
meanings provided in the Receivables Purchase Agreement defined
below.
W I T N E S S E T
H
WHEREAS, the parties hereto are
parties to that certain Receivables Purchase Agreement dated as of
December 31, 2002 (as amended, restated, supplemented or
otherwise modified from time to time, the “ Receivables
Purchase Agreement ”);
WHEREAS, the parties hereto have
agreed to amend the Receivables Purchase Agreement on the terms and
conditions hereafter set forth;
NOW, THEREFORE, in consideration of
the premises set forth above, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment .
Subject to the fulfillment of the conditions precedent set forth in
Section 2 below, the Receivables Purchase Agreement is
hereby amended as follows:
1.1 Section 9.1(m) of
the Receivables Purchase Agreement is amended and restated in its
entirety as follows:
CH1 3402063v.1 December 19,
2005 02:33 PM
(m) The ratio, determined as of the end of each Fiscal Quarter
for the then most-recently ended four Fiscal Quarter period, of
(a) an amount equal to (i) Consolidated EBITDA during such
period minus (ii) Consolidated Capital Expenditures
during such period minus (iii) the aggregate amount of
cash dividends paid by Insight on its capital stock during such
period plus (iv) Consolidated Rentals during such period to
(b) an amount equal to (i) Consolidated Interest Expense
during such period plus (ii) Consolidated Rentals
during such period plus (iii) expenses for taxes paid
or taxes accrued during such period plus (iv) the
scheduled amortization of the principal portion of Indebtedness
during such period (other than amounts owing in connection with
Receivables Purchase Facilities permitted under the Credit
Agreement), including, without limitation, Capitalized Lease
Obligations, all calculated for Insight and its Subsidiaries on a
consolidated basis, to be less than 1.25 to 1.00.
1.2 Section 9.1(n) of
the Receivables Purchase Agreement is hereby amended and restated
as follows:
(n) [Reserved.]
1.3 Schedule 9.1(n) to
the Receivables Purchase Agreement is deleted in its entirety.
1.4 The proviso in the definition of
“Agreement Accounting Principles” set forth in
Exhibit I to the Receivables Purchase Agreement is
amended and restated in its entirety as follows:
provided , however ,
that except as provided in Section 10.4 , with respect
to the calculation of the financial covenants set forth in Sections
9.1(l) and 9.1(m) (and the defined terms used in such
Sections), “Agreement Accounting Principles” means
generally accepted accounting principles as in effect in the United
States as of the Closing Date, applied in a manner consistent with
that used in preparing the financial statements of Insight referred
to in Section 5.1(y) hereof.
1.5 The definitions of
“Facility Termination Date” and “Liquidity
Termination Date” set forth in Exhibit I to the
Receivables Purchase Agreement are amended and restated in their
entirety as follows:
“ Facility Termination
Date ” means the earliest of (i) the Liquidity
Termin
