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EXHIBIT 10.4
EXECUTION COPY
AMENDMENT NO. 5
TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT dated as
of
March 25, 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.
WITNESSETH
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,
Section 9.1(g)(ii) of the Receivables
Purchase Agreement is hereby amended and
restated as follows:
"(ii) the weighted average of the Delinquency Ratios for the
three
most
recently ended Fiscal Months shall exceed 8.5%;"
SECTION 2. Conditions Precedent. The effectiveness of this
Amendment
is subject to the satisfaction of the
conditions precedent that the Agent shall
have received counterparts of this
Amendment, executed by each of the parties
hereto.
SECTION 3. Representations and Warranties. Each of the Seller
and
the Servicer hereby represents and warrants
that (i) this Amendment constitutes
its legal, valid and binding obligation,
enforceable against such party in
accordance with its terms, (ii) before and
after giving effect to this
Amendment, the representations and
warranties of each such party, respectively,
set forth in Article 5 of the Receivables
Purchase Agreement are true and
cor
