EXHIBIT 10.42
AMENDMENT NO. 2
TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT dated
as of December 23, 2003 (this "Amendment") is entered into among INSIGHT
RECEIVABLES, LLC (the "Seller"), INSIGHT ENTERPRISES, INC. (the "Servicer"),
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
condition precedent set forth in Section 2 below, the Receivables Purchase
Agreement is hereby amended as follows:
1.1 The definition of "Delinquency Ratio" set forth in
Exhibit I to the Receivables Purchase Agreement is amended and restated as
follows:
"Delinquency Ratio" means, at any time, a percentage equal to
(i) the sum of (a) the aggregate Outstanding Balance of all Receivables
as to which any payment, or part thereof, remains unpaid for more than
90 days after the invoice date thereof as at the last day of the most
recently ended Fiscal Month plus (b) the aggregate amount of credits
and credit memos with respect to any Receivable which remain unapplied
for more than 90 days after the invoice date of such Receivable as at
the last day of the most recently ended Fiscal Month, divided by (ii)
the aggregate Outstanding Balance of all Receivables as at the last day
of the most recently ended Fiscal Month.
1.2 The definition of "Liquidity Termination Date" set
forth in Exhibit I to the Receivables Purchase Agreement is amended and restated
as follows:
"Liquidity Termination Date" means December 21, 2004.
SECTION 2. Condition Precedent. The effectiveness of this
Amendment is subject to the satisfaction of the condition 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
correct in all material respects with the same effect as if made on the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date. The Seller further represents and warrants that
before and after giving effect to this Amendment, no event has occurred and is
continuing that constitutes an Amortization Event or a Potential Amortization
Event.
SECTION 4. Reference to and Effect on the Receivables Purchase
Agreement.
4.1 Upon the effectiveness of this Amendment, (i) each
reference in the Receivables Purchase Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import shall mean and be a
reference to the Receivables Purchase Agreement, as amended hereby, and (ii)
each reference to the Receivables Purchase Agreement in any other Transaction
Document or any other document, instrument or agreement executed and/or
delivered in connection therewith, shall mean and be a reference to the
Receivables Purchase Agreement as amended hereby.
4.2 Except as specifically amended above, the terms and
conditions of the Receivables Purchase Agreement, of all other Transaction
Documents and any other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect and are
hereby ratified and confirmed.
4.3 The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Agent or Jupiter under the Receivables Purchase Agreement or any other
Transaction Document or any other document, instrument or agreement executed in
connection therewith, nor constitute a waiver of any provision contained
therein, in each case except as specifically set forth herein.
SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, BUT NOT LIMITED
TO, 735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.
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SECTION 7. Section Titles. The section titles contained in
this Amendment are and shall be without substance, meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.
INSIGHT RECEIVABLES, LLC
By: Insight Receivables Holding, LLC, its sole member
By: /s/ P. Robert Moya
-------------------------------------------------
Name: P. Robert Moya
Title: Executive Vice President
INSIGHT ENTERPRISES, INC.
By: /s/ P. Robert Moya
-------------------------------------------------
Name: P. Robert Moya
Title: Executive Vice President
Signature Page to
Amendment No. 2 to Receivables Purchase Agreement
JUPITER SECURITIZATION CORPORATION
By: /s/ George S. Wilkins
------------------------
George S. Wilkins
Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), as a
Financial Institution and as Agent
By: /s/ George S. Wilkins
------------------------
George S. Wilkins
Director
Signature Page to
Amendment No. 2 to Receivables Purchase Agreement