Item 1.01 Entry into a Material Definitive Agreement.
On July 22, 2022, Insight Enterprises, Inc. ("Insight") entered into a third
amendment to credit agreement (the "Third Amendment") with JPMorgan Chase Bank,
N.A., as Administrative Agent (the "Agent"), the lenders party thereto, certain
of Insight's subsidiaries organized in the United States, the United Kingdom,
the Netherlands and Australia, as additional borrowers (collectively with
Insight, the "Borrowers"), and certain of Insight's subsidiaries organized in
the United States, the United Kingdom, the Netherlands, Australia and Canada, as
guarantors (collectively, the "Guarantors"), which amends the credit agreement,
dated as of August 30, 2019 (as amended by that certain first amendment to
credit agreement, dated as of July 31, 2020 and that certain second amendment to
credit agreement, dated as of December 30, 2021 and as further amended by the
Third Amendment, the "ABL Credit Agreement"), among Insight, the other Borrowers
party thereto, the Guarantors party thereto, the lenders party thereto and the
Agent.
The Third Amendment amended the ABL Credit Agreement to, among other things: (i)
increase the senior revolving credit facility (the "ABL Facility") provided for
under the ABL Credit Agreement from the U.S. dollar equivalent of $1,200 million
to the U.S. dollar equivalent of $1,800 million ($1,450 million of which is
available for borrowings by the Borrowers organized in the United States in U.S.
dollars, and the U.S. dollar equivalent of $350 million of which is available
for borrowings by the Borrowers in U.S. dollars, euros, pounds sterling and, for
Borrowers organized in Australia only, Australian dollars; provided that
borrowings by Borrowers organized in Australia are only available in Australian
dollars or U.S. dollars); (ii) extend the maturity of the ABL Facility from
August 30, 2024 to July 22, 2027; (iii) include certain Australian subsidiaries
of Insight as Borrowers and Guarantors under the ABL Facility; (iv) increase the
ability of Insight to request increases in the aggregate amount available for
borrowing under the ABL Facility from up to an aggregate of the U.S. dollar
equivalent of $500 million to the U.S. dollar equivalent of $750 million and (v)
provide for an uncommitted first-in, last-out revolving facility in an aggregate
amount of up to $100 million.
The foregoing summary of the ABL Facility in this Item 1.01 does not purport to
be complete and is subject to and qualified in its entirety by reference to the
full text of the ABL Credit Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K 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 under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Third Amendment to Credit Agreement, dated as of July 22 , 2022, by
and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises,
Inc. party thereto as borrowers and guarantors, JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party thereto.
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