EX-10.35 4 d278320dex1035.htm EX-10.35 SECOND OMNIBUS REAFFIRMATION AGREEMENT, AMENDMENT AND JOINDER TO LOAN DOCUMENTS
Exhibit 10.35
SECOND OMNIBUS REAFFIRMATION AGREEMENT,
AMENDMENT AND JOINDER TO LOAN DOCUMENTS
This SECOND OMNIBUS REAFFIRMATION AGREEMENT, AMENDMENT AND JOINDER TO LOAN DOCUMENTS, dated as of January 6, 2017 (this “Reaffirmation, Amendment and Joinder”), is entered into by and among CALENCE, LLC, a Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation, INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (each a “Reseller” and collectively, the “Resellers”), DATALINK CORPORATION (as successor by merger with Reef Acquisition Co., a Minnesota corporation), a Minnesota corporation (“New Reseller”), INSIGHT ENTERPRISES, INC., a Delaware corporation (“Parent Guarantor”), INSIGHT CANADA HOLDINGS, INC., f/k/a Insight Canada, Inc., INSIGHT NORTH AMERICA, INC., INSIGHT DIRECT WORLDWIDE, INC., INSIGHT RECEIVABLES HOLDING, LLC and INSIGHT TECHNOLOGY SOLUTIONS, INC. (collectively, the “Subsidiary Guarantors” and, together with the Resellers and the Parent Guarantor, the “Reaffirming Parties”), CASTLE PINES CAPITAL LLC, a Delaware limited liability company (“CPC”) as Administrative Agent, and XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company as Collateral Agent, Syndication Agent, and Administrative Agent (“WFCF”) (WFCF and CPC, collectively and in such capacities, the “Agents”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement (as defined below).
WHEREAS, the Parent Guarantor notified the Agents and the Lenders that Parent Guarantor wishes to acquire (the “Datalink Acquisition”) all or substantially all of the assets or equity interests of Datalink Corporation, a Minnesota corporation, pursuant to that certain Agreement and Plan of Merger, dated as of November 6, 2016 (the “Merger Agreement”), by and among Parent Guarantor, New Reseller, and Reef Acquisition Co. (the “Merger Sub”), a Minnesota corporation and a wholly-owned subsidiary of Parent Guarantor, pursuant to which the Merger Sub will be merged with and into New Reseller, with New Reseller surviving as a wholly-owned subsidiary of Parent Guarantor;
WHEREAS, prior to the acquisition of New Reseller by Parent Guarantor, New Reseller and CPC entered into that certain Credit Agreement dated as of July 17, 2013, as amended prior to the date hereof (the “Existing Datalink Credit Agreement”), pursuant to which CPC offered to New Reseller, among other things, a channel finance facility of up to a maximum aggregate amount of $75,000,000;
WHEREAS, New Reseller desires to join the Existing Credit Agreement (as defined below) as a Reseller therein;
WHEREAS, certain of the Resellers, certain lenders and the Agents have entered into the Second Amended and Restated Credit Agreement dated as of June 23, 2016 (as the same may have been amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), the Amended and Restated Security Agreement (Resellers), dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Resellers Security Agreement”), and the Amended and Restated Pledge Agreement (Resellers) dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Resellers Pledge Agreement”);
WHEREAS, Parent Guarantor and WFCF have entered into the Amended and Restated Parent Guaranty dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Parent Guaranty”), the Amended and Restated Security Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Parent Security Agreement”), and the Amended and Restated Parent Guarantor Pledge
Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Parent Pledge Agreement”);
WHEREAS, the Subsidiary Guarantors and WFCF have entered into the Amended and Restated Subsidiary Guaranty dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Subsidiary Guaranty”), the Amended and Restated Subsidiary Security Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Subsidiary Security Agreement”), and the Amended and Restated Subsidiary Pledge Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Subsidiary Pledge Agreement”);
WHEREAS, in connection with the Existing Credit Agreement, the Reaffirming Parties entered into the Loan Documents (as such term is defined in the Existing Credit Agreement) set forth in Annex I hereto (such documents, together with the other Loan Documents to which the Reaffirming Parties are subject (each as amended, restated, supplemented or otherwise modified), the “Reaffirmed Loan Documents”);
WHEREAS, the Resellers, the Lenders (as defined below), and the Agents, have agreed to amend the Existing Credit Agreement as set forth herein, to join New Reseller as a Reseller, and to include all obligations of Datalink Corporation to CPC under the Existing Datalink Credit Agreement (defined below) as “Loan Obligations” under the terms of the Existing Credit Agreement (such amendment together with the Existing Credit Agreement, the “Credit Agreement”);
WHEREAS, this Reaffirmation, Amendment and Joinder is being executed and delivered pursuant to Section 17.2 of the Credit Agreement; and
WHEREAS, the Reaffirming Parties wish to reaffirm the terms and conditions of the Reaffirmed Loan Documents to which they are a party.
NOW, THEREFORE, in consideration of the premises set forth above, the parties hereto hereby agree as follows:
| 1. | Amendment and Joinder to Credit Agreement. |
A. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Existing Credit Agreement is hereby amended as follows:
(i) the following new Section 17.17, “Datalink Loan Obligations” is hereby inserted in the appropriate numerical order therein:
“17.17 Datalink Loan Obligations”. The Datalink Loan Obligations are (a) assumed by the Resellers, jointly and severally, as Loan Obligations as of the date of the Second Omnibus Reaffirmation Agreement, Amendment and Joinder to Loan Documents, dated as of January 6, 2017, by and among the Resellers, the Parent Guarantor, the Subsidiary Guarantors, CPC, the Administrative Agent and the Lenders party thereto (the “Datalink Loan Obligations Effective Date”), and (b) all Datalink Loan Obligations shall be deemed to be Loan Obligations under the terms hereof as of the Datalink Loan Obligations Effective Date.”
(ii) the following definition is added to Exhibit B in the appropriate alphabetical order therein:
“‘Datalink Loan Obligations’ – means all ‘Obligations’ as defined in, and existing and outstanding as of the Datalink Loan Obligations Effective Date, the Existing Datalink Credit Agreement,” which as of January 5, 2017 at 5:00 p.m. Mountain time equal $28,034,204.40;
(iii) the following definition is added to Exhibit B in the appropriate alphabetical order therein:
“‘Existing Datalink Credit Agreement’ – means that certain Credit Agreement between Datalink Corporation, a Minnesota corporation, and CPC dated as of July 17, 2013, as amended.”;
(iv) the definition of “Loan Obligations” within Exhibit B to the Existing Credit Agreement is hereby amended by replacing clause “(a)” of the definition with the following new clause “(a)”:
“(a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the (i) Loans made to the Resellers and (ii) Datalink Loan Obligations, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and”;
(v) the definition, “Resellers” within Exhibit B to the Existing Credit Agreement is hereby amended by replacing the existing definition with the following new definition:
“‘Resellers’ – means Calence, LLC, a Delaware limited liability company, Insight Direct USA, Inc., an Illinois corporation, Insight Public Sector, Inc., an Illinois corporation, and Datalink Corporation (as successor by merger with Reef Acquisition Co., a Minnesota corporation), a Minnesota corporation.”; and
(vi) the following definition of “Mortgaged Real Property” is hereby inserted into Exhibit B of the Existing Credit Agreement:
“‘Mortgaged Real Property’ means each parcel of real property subject to, or required to be subject to, pursuant to any Loan Document, any mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Administrative Agents for the benefit of the Holders of Secured Obligations.”
(vii) the following is hereby inserted at the end of Section 10.5:
“If at any time any Mortgaged Real Property is located in a designated special “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Loan Parties will (i) maintain fully paid flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, and (ii) provide within thirty (30) days (or such longer period as the Administrative Agents shall agree) evidence of such coverage as the Administrative Agents may reasonably request, including, without limitation, (x) copies of any such flood insurance policies naming the Collateral Agent as loss payee and (y) the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, in each case to the extent requested by the Administrative Agents.”; and
(viii) the following is hereby added as a separate paragraph to the end of Section 10.9:
“Notwithstanding the foregoing requirements of this Section 10.09, the Parent Guarantor shall promptly give notice to the Administrative Agents (which shall promptly deliver such notice to the Lenders) in the event that any real property of any Loan Party qualifies as Mortgaged Real Property. The Loan Parties shall provide all information reasonably requested by the Administrative Agents (or by any Lender upon written notice by such Lender to the Parent Guarantor and the Administrative Agents) to conduct flood due diligence and flood insurance compliance with respect to any Mortgaged Real Property. Notwithstanding anything herein to the contrary, no mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Collateral Agent for the benefit of the Holders of Secured Obligations will be recorded (and neither the Administrative Agents or the Required Lenders shall request that any Loan Party grant such a Lien on such real property) with respect to any real property of the Loan Parties pursuant to this Section 10.09 or under any other Loan Document unless the Lenders shall have received (i) written notice thereof at least 30 days prior to such recording and (ii) the other deliverables required pursuant to the immediately preceding sentence.”; and
(ix) Schedule 9.6 to the Existing Credit Agreement is hereby amended in its entirety pursuant to the Schedule set forth in Exhibit A hereto.
B. Joinder of New Reseller to Loan Documents.
(i) Resellers Security Agreement. By its execution of this Reaffirmation, Amendment and Joinder, the undersigned, New Reseller, agrees to agrees to become, and does hereby become, a Grantor under the Resellers Security Agreement and agrees to be bound by such Agreement as if originally a party thereto. In addition, to secure the prompt and complete payment, observance and performance of the Secured Obligations (as defined in the Resellers Security Agreement), New Reseller hereby grants to the Collateral Agent, for the benefit of itself, the Administrative Agents and the Holders of the Secured Obligations, a security interest in all of its right, title and interest in and to the “Collateral” (as such term is defined in the Resellers Security Agreement), whether now owned or existing or hereafter arising or acquired and wheresoever located. By and giving effect to its execution of this Reaffirmation, Amendment and Joinder, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Resellers Security Agreement are true and correct in all respects as of the date hereof. New Reseller represents and warrants that the schedules attached hereto as Exhibit B are true and correct in all respects as of the date hereof and such schedules set forth all information required to be scheduled under the Resellers Security Agreement as of the date hereof. New Reseller shall, to the extent required pursuant to the Resellers Security Agreement, take all steps necessary to perfect, in favor of the Collateral Agent, a first-priority security interest in and lien against New Reseller’s Collateral, including, without limitation, to the extent required pursuant to the Resellers Security Agreement, taking all steps necessary to properly perfect the Collateral Agent’s interest in any uncertificated equity or membership interests. New Reseller hereby authorizes the Collateral Agent to file one or more financing or continuation statements and amendments thereto, disclosing the security interest granted to the Collateral Agent under this Reaffirmation, Amendment, and Joinder, and the Collateral Agent agrees to notify New Reseller when such a filing has been made. New Reseller hereby authorizes
the Collateral Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets, whether now owned or existing or hereafter acquired or arising” or any other wording the Collateral Agent, in its sole discretion, chooses, notwithstanding that such wording may be broader in scope than the Collateral described in this Reaffirmation, Amendment and Joinder.
(ii) Resellers Pledge Agreement.
(a) By its execution of this Reaffirmation, Amendment and Joinder, New Reseller hereby agrees that (i) the capital stock of the corporations and membership interests of the limited liability company listed on the schedules attached hereto as Exhibit C be pledged to the Collateral Agent as additional collateral pursuant to Sections 1.1 and 1.2 of the Resellers Pledge Agreement, (ii) such property shall be considered Pledged Stock and Pledged Membership Interests under the Resellers Pledge Agreement and be a part of the Pledged Collateral pursuant to Sections 1.1 and 1.2 of the Resellers Pledge Agreement, and (iii) each such corporation and limited liability company listed on Exhibit C hereto shall be considered a Pledged Subsidiary for purposes of the Resellers Pledge Agreement.
(b) By its execution of this Reaffirmation, Amendment and Joinder, New Reseller agrees to agrees to become, and does hereby become, a Pledgor under the Resellers Pledge Agreement and agrees to be bound by such Resellers Pledge Agreement as if originally a party thereto and that the representations and warranties contained in Section 5 of the Resellers Pledge Agreement are true and correct in all respects as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date, in each case after taking into account the pledge of the additional Pledged Stock and Pledged Membership Interests relating hereto.
| 2. | Amendments to Reaffirmed Loan Documents. After giving effect to Section 1(B) above, (i) the Schedules to the Resellers Security Agreement are hereby amended in their entirety pursuant to each corresponding Schedule set forth in Exhibit B hereto, (ii) the Schedules to the Resellers Pledge Agreement are hereby amended in their entirety pursuant to each corresponding Schedule set forth in Exhibit C hereto, and (iii) the Schedules to the Parent Guarantor Pledge Agreement are hereby amended in their entirety pursuant to each corresponding Schedule set forth in Exhibit D hereto. |
| 3. | Reaffirmation of Reaffirmed Loan Documents. Without in any way establishing a course of dealing by the Agents or any Lender, the Reaffirming Parties reaffirm the terms and conditions of the Reaffirmed Loan Documents to which they are a party and acknowledge and agree that the Reaffirmed Loan Documents remain in full force and effect and are hereby reaffirmed, ratified and confirmed. Without limiting the foregoing, each Reaffirming Party hereby (i) reaffirms its indebtedness, liabilities and obligations under the Reaffirmed Loan Documents to which it is a party and (ii) reaffirms all Liens on the Collateral which have been granted by it or its predecessors in favor of the Agents (for themselves and the other Holders of Secured Obligations) pursuant to any of the Reaffirmed Loan Documents to which it is a party. Each Reaffirming Party represents and warrants that each representation and warranty made by such Reaffirming Party in each Reaffirmed Loan Document to which it is a party is true and correct on and as of the date hereof in all material respects (except to the extent such representation and warranty |
| expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such earlier date). |
| 4. | Conditions of Effectiveness. The effectiveness of this Reaffirmation, Amendment and Joinder is subject to the following conditions precedent: |
(a) the Agents shall have received counterparts of this Reaffirmation, Amendment and Joinder duly executed by the Resellers, the Parent Guarantor, the Subsidiary Guarantors and the Lenders required to execute and deliver this Reaffirmation, Amendment and Joinder in order to give effect hereto;
(b) the Datalink Acquisition shall have been consummated;
(c) the Agents shall have received such Secretary Certificates and Resolutions as are customary for transactions of this type; and
(d) the Agents shall have received a certificate, dated as of the date hereof, and signed by a Financial Officer, (i) certifying that as of the date hereof, after giving effect to the transactions to be consummated on the date hereof and the payment and accrual of all fees, costs and expenses in connection therewith, the Parent Guarantor and its Subsidiaries, on a consolidated basis, are and will be Solvent and (ii) demonstrating that the Parent Guarantor and its Subsidiaries are in compliance with the financial covenants contained in Section 11.10 of the Credit Agreement immediately after giving effect to the Datalink Acquisition (determined on a Pro Forma Basis recomputed as of the last day of the most recently ended fiscal quarter of the Parent Guarantor for which financial statements are available, as if the Datalink Acquisition (and any related incurrence or repayment of Indebtedness) had occurred on the first day of each relevant period for testing such compliance).
| 5. | Effect on the Credit Agreement. |
(a) Upon the effectiveness of this Reaffirmation, Amendment and Joinder, 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 Reaffirmation, Amendment and Joinder 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 and all other documents, instruments and agreements executed and/or delivered in connection therewith and are hereby ratified and confirmed.
(c) Upon the effectiveness of this Reaffirmation, Amendment and Joinder, the Obligations existing and outstanding as of January 5, 2017 at 5:00 p.m. Mountain time equal $214,804,374.46.
| 6. | Governing Law. This Reaffirmation, Amendment and Joinder shall be construed in accordance with and governed by the law of the State of New York. |
| 7. | Headings. Section headings in this Reaffirmation, Amendment and Joinder are included herein for convenience of reference only and shall not constitute part of this Reaffirmation, Amendment and Joinder. |
| 8. | Counterparts. This Reaffirmation, Amendment and Joinder may be executed in any number of counterparts and by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same agreement. This Reaffirmation, Amendment and Joinder shall become effective upon the execution of a counterpart hereof by each of the parties hereto. Delivery of an executed counterpart of a signature page of this Reaffirmation, Amendment and Joinder by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Reaffirmation, Amendment and Joinder. |
| 9. | Existing Datalink Credit Agreement. Each of CPC and New Reseller hereby agree that upon the effectiveness of this Reaffirmation, Amendment and Joinder (including, without limitation, the amendments set forth in Section 1 hereof), (a) the separate covenants and agreements of New Reseller and CPC contained in the Existing Datalink Credit Agreement are terminated and (b) the Existing Datalink Credit Agreement and the other Loan Documents (as defined in Existing Datalink Credit Agreement) shall be automatically terminated, null and void and of no further force and effect and that the New Reseller and its respective subsidiaries and affiliates shall be irrevocably released from any and all obligations in connection therewith, excluding, in each case, those obligations that are specified in the Existing Datalink Credit Agreement and the other Loan Documents (as defined in Existing Datalink Credit Agreement) as surviving that respective agreement’s termination. |
| 10. | Consent to Amendment of Intercreditor Agreement. By its signature below, each Lender party hereto hereby consents to the amendment of the JPMorgan Bank Intercreditor Agreement adding New Reseller as a Floorplan Facility Borrower. |
Remainder of page intentionally left blank.
IN WITNESS WHEREOF, this Reaffirmation, Amendment and Joinder has been duly executed and delivered on the date first above written.
| CALENCE, LLC, as a Reseller | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer | ||
| INSIGHT DIRECT USA, INC., as a Reseller | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer | ||
| INSIGHT PUBLIC SECTOR, INC., as a Reseller | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer | ||
| DATALINK CORPORATION, as a Reseller | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer | ||
| INSIGHT ENTERPRISES, INC., as Parent Guarantor | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer | ||
| INSIGHT CANADA HOLDINGS, INC., as Subsidiary Guarantor | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer |
Signatures continue on next page.
Signature Page to Reaffirmation, Amendment and Joinder
| INSIGHT NORTH AMERICA, INC., as Subsidiary Guarantor | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer | ||
| INSIGHT DIRECT WORLDWIDE, INC., as Subsidiary Guarantor | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer | ||
| INSIGHT RECEIVABLES HOLDING, LLC, as Subsidiary Guarantor | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer | ||
| INSIGHT TECHNOLOGY SOLUTIONS, INC., as Subsidiary Guarantor | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Treasurer |
Signatures continue on next page.
Signature Page to Reaffirmation, Amendment and Joinder
ACKNOWLEDGED AND AGREED:
CASTLE PINES CAPITAL LLC,
as Administrative Agent and a Lender under the Credit Agreement and
In its capacity under the Datalink Credit Agreement
| XXXXX FARGO CAPITAL FINANCE, LLC | ||
| as Administrative Agent and Collateral Agent | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Senior Vice President |
Signatures continue on next page.
Signature Page to Reaffirmation, Amendment and Joinder
| BANK OF AMERICA, N.A., | ||
| as a Lender, | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxx | ||
| Title: Vice President |
Signatures continue on next page.
Signature Page to Reaffirmation, Amendment and Joinder
| ZB, N.A. dba NATIONAL BANK OF ARIZONA, | ||
| as a Lender, | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Vice President |
Signatures continue on next page.
Signature Page to Reaffirmation, Amendment and Joinder
| BANK OF THE WEST, | ||
| as a Lender, | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: CBG Market Manager, Director |
Signatures continue on next page.
Signature Page to Reaffirmation, Amendment and Joinder
| BOKF, NA d/b/a BANK OF ARIZONA, | ||
| as a Lender, | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Senior Vice President |
Signatures continue on next page.
Signature Page to Reaffirmation, Amendment and Joinder
| COMERICA BANK, | ||
| as a Lender, | ||
| By: | /s/ Xxx X. Xxxxxxxx | |
| Name: Xxx X. Xxxxxxxx | ||
| Title: Assistant Vice President |
Signature Page to Reaffirmation, Amendment and Joinder
ANNEX I
Reaffirmed Loan Documents
| 1. | Resellers Security Agreement. |
| 2. | Resellers Pledge Agreement. |
| 3. | Parent Guaranty. |
| 4. | Parent Security Agreement. |
| 5. | Parent Pledge Agreement. |
| 6. | Subsidiary Guaranty. |
| 7. | Subsidiary Security Agreement. |
| 8. | Subsidiary Pledge Agreement. |
EXHIBIT A
Amended Schedule to Credit Agreement
SCHEDULE 9.6
Litigation
None.
EXHIBIT B
Amended Schedules to Resellers Security Agreement
SCHEDULE 1
TO
AMENDED AND RESTATED SECURITY AGREEMENT
Grantor Organizational Information
| Grantor | Jurisdiction of Organization | Organizational Identification Number | Principal Place of Business | Chief Executive Office | ||||
| Calence, LLC* | Delaware | 4000415 | 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000 | 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000 | ||||
| Insight Direct USA, Inc.* | Illinois | 0000-000-0 | 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000 | 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000 | ||||
| Insight Public Sector, Inc.* | Illinois | 0000-000-0 | 0000 Xxxxx Xxxx Xxxxxx Xxxxx, XX 00000 | 0000 Xxxxx Xxxx Xxxxxx Xxxxx, XX 00000 | ||||
| Datalink Corporation** | Minnesota | 1D-20 | 00000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxxxxx, XX 00000 | 00000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxxxxx, XX 00000 |
| * | Books and records relating to Accounts and/or any originals of chattel paper evidencing Accounts are held at the following locations: |
1. 0000 Xxxxx Xxxx Xxxxxx, Xxxxx, Xxxxxxx 00000
2. 000 Xxxx Xxxxxx Xxxx, Xxxxx, Xxxxxxx 00000
| ** | Books and records relating to Accounts and/or any originals of chattel paper evidencing Accounts are held at the following location: |
1. 00000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxx, Xxxxxxxxx 00000
SCHEDULE 1-A
TO
AMENDED AND RESTATED SECURITY AGREEMENT
Pledged Debt:
None.
SCHEDULE 2
TO
AMENDED AND RESTATED SECURITY AGREEMENT
| Legal Name of Grantor | Locations of Inventory and/or Equipment | |
| Calence, LLC | 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000 | |
| Insight Direct USA, Inc. | 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000 | |
|
000 Xxxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxxx 00000 | ||
|
0000 Xxxxxx Xxxx Xxxxxxx Xxxx, Xxxxxxxx 00000 | ||
|
0000 Xxxxxx Xxxx Xxxxxxx Xxxx, Xxxxxxxx 00000 | ||
|
000 X. Xxxxxx Xxxx, Xxxxx 000 Xxxxx, Xxxxxxx 00000 | ||
|
0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 | ||
|
0 Xxxxx Xx. Xxx. 000 Xxxxxxxxx, XX 00000 | ||
| Insight Public Sector, Inc. | 0000 X. Xxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxx, Xxxxxxx 00000 | |
| Datalink Corporation | 00000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxxxxx, XX 00000 | |
|
0000 XxxxxxXxxxx Xxx, Xxxxx 000 Xxxx, XX 00000 |
SCHEDULE 2-B
TO
AMENDED AND RESTATED SECURITY AGREEMENT
| Name | Filing Location | |
| Calence, LLC | Delaware Secretary of State | |
| Insight Direct USA, Inc. | Illinois Secretary of State | |
| Insight Public Sector, Inc. | Illinois Secretary of State | |
| Datalink Corporation | Minnesota Secretary of State |
SCHEDULE 3
TO
AMENDED AND RESTATED SECURITY AGREEMENT
Intellectual Property
I. Trademarks
| Xxxx | Country | App. No./ App. Date | Reg. No./ Reg. Date | Current Owner | Status | |||||
| XXXXXXX | Xxxxx | 000000 20-JAN-2000 |
| Calence, LLC | REGISTERED | |||||
| INSIGHT NETWORKING | Louisiana |
| 605684 18-MAR-2009 | Calence, LLC | Registered (LA) | |||||
| INSIGHT NETWORKING | Nevada |
| 10121195 18-MAR-2009 | Calence, LLC | Registered (NE) | |||||
| INSIGHT NETWORKING | Ohio |
| 1839849 03-MAR-2009 | Calence, LLC | Registered (OH) | |||||
| INSIGHT NETWORKING | Wyoming |
| 2009-00567561 25-MAR-2009 | Calence, LLC | Registered (WY) | |||||
| INSIGHT NETWORKING | Wyoming |
| 2009-000567561 25-MAR-2009 | Calence, LLC | Registered (WY) | |||||
| INSIGHT:LICENSEADVISOR | Australia | 1182718 20-JUN-2007 | 1182718 20-JUN-2007 | Insight Direct USA, Inc. | REGISTERED | |||||
| SOFTWARE SPECTRUM | Australia | 732418 15-APR-1997 | 732418 15-APR-1997 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHTCLOUD | Australia | 1563290 18-JUN-2013 | 1563290 18-JUN-2013 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHTCLOUD | China | 11193121 11-JUL-2012 | 11193121 14-JAN-2014 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT
| China | 6056506 18-MAY-2007 | 6056506 07-MAR-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| xxxx xxx
| China | 6056505 18-MAY-2007 | 6056505 07-MAR-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT
| China | 6052043 16-MAY-2007 | 6052043 07-MAR-2010 | Insight Direct USA, Inc. | REGISTERED |
| Xxxx | Country | App. No./ App. Date | Reg. No./ Reg. Date | Current Owner | Status | |||||
| xxxx xxx
| China | 6052044 16-MAY-2007 | 6052044 07-MAR-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT:ADVISOR | China | 5922405 17-FEB-2007 | 5922405 28-JUL-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| xxxx xxx
| China | 5677007 23-OCT-2006 | 5677007 07-FEB-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| xxxx xxx
| China | 5677008 23-OCT-2006 | 5677008 07-JAN-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| xxxx xxx
| China | 5677009 23-OCT-2006 | 5677009 07-JAN-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| xxxx xxx
| China | 5677010 23-OCT-2006 | 5677010 07-FEB-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| xxxx xxx
| China | 5676950 23-OCT-2006 | 5676950 21-FEB-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| xxxx xxx
| China | 5676949 23-OCT-2006 | 5676949 14-MAR-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT
| China | 5641014 30-SEP-2006 | 5641014 21-DEC-2009 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT
| China | 5641010 30-SEP-2006 | 5641010 07-FEB-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT
| China | 5641013 30-SEP-2006 | 5641013 28-DEC-2009 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT
| China | 5641011 30-SEP-2006 | 5641011 28-DEC-2010 | Insight Direct USA, Inc. | REGISTERED |
| Xxxx | Country | App. No./ App. Date | Reg. No./ Reg. Date | Current Owner | Status | |||||
| Insight
| Xxxxxxx | XX 000000 1998 19-AUG-1998 | VR 001638 2004 24-MAY-2004 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT GLOBAL FINANCE | Massachusetts |
| 64567 01-JUL-2004 | Insight Direct USA, Inc. | Renewed (Registered) (MA) | |||||
| INSIGHT DIRECT | Massachusetts |
| 63802 09-JAN-2004 | Insight Direct USA, Inc. | Renewed (Registered) (MA) | |||||
| INSIGHT | Nevada |
| E0652562007-5 18-SEP-2007 | Insight Direct USA, Inc. | Renewed (Registered) (NV) | |||||
| INSIGHT | New Zealand | 839429 (00839429) 30-MAR-2011 | 839429 02-OCT-2012 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT:ADVISOR | New Zealand | 770779 21-JUN-2007 | 770779 12-MAR-2009 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT GLOBAL FINANCE | Ohio |
| 1353113 21-NOV-2002 | Insight Direct USA, Inc. | Renewed (Registered) (OH) | |||||
| INSIGHT GLOBAL FINANCE
| South Dakota |
| 26-NOV-2002 | Insight Direct USA, Inc. | Renewed (Registered) (SD) | |||||
| INSIGHT GLOBAL FINANCE | State |
| 282535 27-NOV-2002 | Insight Direct USA, Inc. | Renewed (Registered) (AZ) | |||||
| INSIGHT and Design Thomson CompuMark Trademark: INSIGHT iiii
| Canada | 1787707 20-JUN-2016 |
| Insight Direct USA, Inc. | Formalized (Pending) | |||||
| Insight
| Switzerland | 62262/2010 27-APR-2011 | 617785 10-AUG-2011 | Insight Direct USA, Inc. | REGISTERED | |||||
| HARMONY | USPTO | 86184116 04-FEB-2014 |
| Insight Direct USA, Inc. | Pending Intent to Use | |||||
| INSIGHT
| USPTO | 86855796 21-DEC-2015 | 5021451 16-AUG-2016 | Insight Direct USA, Inc. | Registered | |||||
| Design Only
| USPTO | 86757388 15-SEP-2015 | 5001816 19-JUL-2016 | Insight Direct USA, Inc. | Registered | |||||
| TRICENTRIC | USPTO | 86308168 12-JUN-2014 | 4707106 24-MAR-2015 | Insight Direct USA, Inc. | Registered |
| Xxxx | Country | App. No./ App. Date | Reg. No./ Reg. Date | Current Owner | Status | |||||
| INSIGHTCLOUD | USPTO | 85175925 12-NOV-2010 | 4396558 03-SEP-2013 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT | USPTO | 77201689 08-JUN-2007 | 3690982 06-OCT-2009 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT | USPTO | 77201950 08-JUN-2007 | 4508474 08-APR-2014 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT | USPTO | 77201946 08-JUN-2007 | 3474837 29-JUL-2008 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT | USPTO | 77201949 08-JUN-2007 | 3659763 28-JUL-2009 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT:LICENSEADVISOR | USPTO | 77069247 21-DEC-2006 | 3709078 10-NOV-2009 | Insight Direct USA, Inc. | Registered | |||||
| PLUS HARDWARE | USPTO | 78401210 13-APR-2004 | 3040250 10-JAN-2006 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT
| USPTO | 74608621 08-DEC-1994 | 1940956 12-DEC-1995 | Insight Direct USA, Inc. | Renewed (Registered) | |||||
| INSIGHT GLOBAL FINANCE | Utah |
| 6283516 28-JUL-2006 | Insight Direct USA, Inc. | Registered (UT) | |||||
| INSIGHT GLOBAL FINANCE | Wisconsin |
| 05-NOV-2003 | Insight Direct USA, Inc. | Renewed (Registered) (WI) | |||||
| INSIGHT GLOBAL FINANCE | Wyoming |
| 2002-000441908 28-NOV-2002 | Insight Direct USA, Inc. | Registered (WY) | |||||
| INSIGHT | Australia | 1417104 30-MAR-2011 | 1417104 30-MAR-2011 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT:ADVISOR | Australia | 1167381 22-MAR-2007 | 1167381 22-MAR-2007 | Insight Direct USA, Inc. | REGISTERED | |||||
| Insight Logo
| Canada | 1770542 03-MAR-2016 |
| Insight Direct USA, Inc. | Formalized (Pending) | |||||
| INSIGHTCLOUD | Canada | 1504886 22-NOV-2010 | XXX000000 28-MAY-2014 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT | Canada | 1370595 05-NOV-2007 | TMA780769 26-OCT-2010 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT:LICENSEADVISOR | Canada | 1331045 11-JAN-2007 | TMA771853 13-JUL-2010 | Insight Direct USA, Inc. | Registered | |||||
| XXXXXXX.XX | Canada | 1061246 31-MAY-2000 | TMA564400 08-JUL-2002 | Insight Direct USA, Inc. | Registered |
| Xxxx | Country | App. No./ App. Date | Reg. No./ Reg. Date | Current Owner | Status | |||||
| INSIGHT·COM 800-INSIGHT DESIGN
| Canada | 893050 05-OCT-1998 | TMA704025 08-JAN-2008 | Insight Direct USA, Inc. | Registered | |||||
| INSIGHT
| EU trade marks | 15028781 21-JAN-2016 | 15028781 30-MAY-2016 | Insight Direct USA, Inc. | REGISTERED | |||||
| Design Only
| EU trade marks | 14653612 06-OCT-2015 | 14653612 26-FEB-2016 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT SOFTWARE LIVE | EU trade marks | 6992036 16-JUN-2008 | 6992036 07-OCT-2009 | Insight Direct USA, Inc. | REGISTERED | |||||
| Insight Software LIVE
| EU trade marks | 6992002 16-JUN-2008 | 6992002 06-NOV-2009 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT:ADVISOR | EU trade marks | 6022479 20-JUN-2007 | 6022479 20-MAY-2008 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT:MOBILEADVISOR | EU trade marks | 5702485 20-FEB-2007 | 5702485 30-NOV-2007 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT:LICENSEADVISOR
| EU trade marks | 5702568 20-FEB-2007 | 5702568 30-NOV-2007 | Insight Direct USA, Inc. | REGISTERED | |||||
| Whatever IT takes
| EU trade marks | 3409083 15-OCT-2003 | 3409083 15-JUN-2005 | Insight Direct USA, Inc. | REGISTERED | |||||
| Insight
| EU trade marks | 3309002 12-AUG-2003 | 3309002 29-JUL-2010 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT ECREDIT | EU trade marks | 1168525 11-MAY-1999 | 1168525 15-MAR-2001 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT
| EU trade marks | 1113844 17-MAR-1999 | 1113844 09-AUG-2001 | Insight Direct USA, Inc. | REGISTERED | |||||
| SOFTWARE SPECTRUM | EU trade marks | 515205 11-APR-1997 | 515205 14-JUN-2000 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT | Hong Kong | 301961875 30-JUN-2011 | 301961875 30-JUN-2011 | Insight Direct USA, Inc. | REGISTERED |
| Xxxx | Country | App. No./ App. Date | Reg. No./ Reg. Date | Current Owner | Status | |||||
| INSIGHTCLOUD | Hong Kong | 301829304 09-FEB-2011 | 301829304 09-FEB-2011 | Insight Direct USA, Inc. | REGISTERED | |||||
| SOFTWARE SPECTRUM | Hong Kong |
| 1999B04659 15-OCT-1996 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHTCLOUD | International Register |
| 1088188 04-FEB-2011 | Insight Direct USA, Inc. | REGISTERED | |||||
| Design Only | International Register | 86757388 |
| Insight Direct USA, Inc. | UNPUBLISHED APPLICATION (PENDING) | |||||
| INSIGHTCLOUD | New Zealand | 837158 14-FEB-2011 | 837158 04-JAN-2013 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT:MOBILEADVISOR | New Zealand | 765539 22-MAR-2007 | 765539 14-MAY-2009 | Insight Direct USA, Inc. | REGISTERED | |||||
| INSIGHT:LICENSEADVISOR | New Zealand | 765540 22-MAR-2007 | 765540 14-MAY-2009 | Insight Direct USA, Inc. | REGISTERED | |||||
| SOFTWARE SPECTRUM | New Zealand | 275278 10-APR-1997 | 275278 11-FEB-1998 | Insight Direct USA, Inc. | REGISTERED | |||||
| insight | Singapore | T0803102C 11-MAR-2008 |
| Insight Direct USA, Inc. | REGISTERED | |||||
| insight : advisor | Singapore | T0706084D 22-MAR-2007 |
| Insight Direct USA, Inc. | REGISTERED | |||||
| insight: licenseadvisor | Singapore | T0706085B 22-MAR-2007 |
| Insight Direct USA, Inc. | REGISTERED | |||||
| insight : mobileadvisor | Singapore | T0706086J 22-MAR-2007 |
| Insight Direct USA, Inc. | REGISTERED | |||||
| DATALINK | USA | 85/136,907 23-SEP-2010 | 4,011,401 16-AUG-2011 | Datalink Corproation | REGISTERED Section 2(F) | |||||
| DATALINK | USA | 76/523,551 30-MAY-2003 | 2,902,860 16-NOV-2004 | Datalink Corproation | REGISTERED | |||||
| DATALINK | USA | 76/009,750 27-MAR-2000 | 2,459,543 12-JUN-2001 | Datalink Corproation | REGISTERED Section 2(F) | |||||
| DATALINK and Design | USA | 76/521,218 30-MAY-2003 | 2,902,843 16-NOV-2004 | Datalink Corproation | REGISTERED | |||||
| DATALINK and Design | USA | 76/142,373 6-OCT-2010 | 2,573,148 28-MAY-2002 | Datalink Corproation | REGISTERED | |||||
| DATALINK ONECALL | USA | 85/025,334 28-APR-2010 | 3,890,069 14-DEC-2010 | Datalink Corporation | REGISTERED | |||||
| SOLUTIONSCAPE | USA | 85/225,822 25-JAN-2011 | 4,043,425 18-OCT-2011 | Datalink Corporation | REGISTERED | |||||
| STORAGESCAPE | USA | 85/136,848 23-SEP-2010 | 4,001,483 26-JUL-2011 | Datalink Corproation | REGISTERED |
| Xxxx | Country | App. No./ App. Date | Reg. No./ Reg. Date | Current Owner | Status | |||||
| V-SCAPE | USA | 85/225,848 25-JAN-2011 | 4,043,426 18-OCT-2011 | Datalink Corproation | REGISTERED | |||||
| DATALINK | Canada | 1202840 6-JAN-2004 | TMA681442 9-FEB-2007 | Datalink Corproation | REGISTERED | |||||
| DATALINK | Canada | 1060115 24-MAY-2000 | TMA625291 10-NOV-2004 | Datalink Corproation | REGISTERED | |||||
| DATALINK and Design
| Canada | 1187454 18-AUG-2003 | TMA680961 1-FEB-2007 | Datalink Corproation | REGISTERED | |||||
| DATALINK | European Community | 1670538 23-MAY-2000 | 1670538 4-OCT-2002 | Datalink Corproation | REGISTERED |
II. Patents
| Patent No. Publication No. Application No. | Country | Issue Date / Pub. Date / App. Date | Title | Current Owner | Status | |||||
| 2010202645 2010202645 2010202645 | Australia | 09-AUG-2012 15-JUL-2010 25-JUN-2010 | VERSION COMPLIANCE SYSTEM | Insight Direct USA, Inc. | Issued | |||||
| 555718 555718 555718 | New Zealand | 09-APR-2009 24-DEC-2008 08-JUN-2007 | VERSION COMPLIANCE SYSTEM | Insight Direct USA, Inc. | Issued | |||||
| 555717 555717 555717 | New Zealand | 26-JUN-2009 28-FEB-2009 08-JUN-2007 | TIME BOUND ENTITLEMENT FOR DIGITAL CONTENT DISTRIBUTION FRAMEWORK | Insight Direct USA, Inc. | Issued | |||||
| 551117 551117 551117 | New Zealand | 24-DEC-2010 27-AUG-2010 01-SEP-2005 | SOFTWARE DISTRIBUTION FRAMEWORK | Insight Direct USA, Inc. | Issued | |||||
| 2007202636 2007202636 2007202636 | Australia | 21-JUN-2010 03-JAN-2008 08-JUN-2007 | TIME BOUND ENTITLEMENT FOR DIGITAL CONTENT DISTRIBUTION FRAMEWORK | Insight Direct USA, Inc. | Issued | |||||
| 8,412,678 US-2011-0191296-A1 12/833,899 | USA | 04-APR-2013 04-AUG-2011 16-SEP-2010 | SYSTES AND METHODS FOR PROVIDING BUSINESS CONTINUITY SERVICES | Datalink Corporation | Issued |
III. COPYRIGHTS
None
EXHIBIT C
Schedule 1 to Amended and Restated Pledge Agreement – Pledged Subsidiaries
Pledged Stock
| Name of Pledgor | Name of Pledged Subsidiary | Number of Shares held by Pledgor being Pledged | Percentage of Shares held by Pledgor being Pledged | Certificate Number | ||||||||
| Insight Direct USA, Inc. | BlueMetal Architects, Inc. | 100 | 100 | % | N/A | |||||||
| Datalink Corporation | MV Sub, Inc. | 100 | 100 | % | 2 | |||||||
| Datalink Corporation | STI Acquisition Corp. | 100 | 100 | % | 2 |
Pledged Membership Interests
| Name of Pledgor | Name of Pledged Subsidiary | Percentage of Pledgor’s Membership Interests being Pledged | ||||
| Calence, LLC | Calence Physical Security Solutions, LLC | 100 | % | |||
| Insight Direct USA, Inc. | Calence, LLC | 100 | % | |||
| Insight Direct USA, Inc. | Insight Consulting Services, LLC | 100 | % | |||
| Insight Direct USA, Inc. | Insight Receivables Holding, LLC | 100 | % | |||
| Insight Direct USA, Inc. | Insight Stadium Services, LLC | 100 | % | |||
| Insight Public Sector, Inc. | Insight Receivables Holding, LLC | 100 | % | |||
| Datalink Corporation | Datalink Holding LLC | 100 | % |
Pledged Partnership Interests
None.
EXHIBIT D
Amended Schedules to Parent Guarantor Pledge Agreement
SCHEDULE I
PLEDGED SUBSIDIARIES
Pledged Stock
| Name of Pledgor | Name of Pledged Subsidiary | Number of Shares being Pledged | Percentage of Shares held by Pledgor being Pledged | Certificate Number | ||||||||
| Insight Enterprises, Inc. | Insight Direct Worldwide, Inc. | 10,000 | 100 | % | 1 | |||||||
| Insight Enterprises, Inc. | Insight Technology Solutions, Inc. | 100 | 100 | % | 2 | |||||||
| Insight Enterprises, Inc. | Datalink Corporation | 1,000 | 100 | % | N/A |
Pledged Membership Interests
| Name of Pledgor | Name of Pledged Subsidiary | Percentage of Pledgor’s Membership Interests being Pledged | ||||
| Insight Enterprises, Inc. | Insight Receivables Holding, LLC | 100 | % |
Pledged Partnership Interests
None.
