AGREEMENT AND PLAN OF MERGER among INSIGHT ENTERPRISES, INC., INSIGHT NETWORKING SERVICES, LLC, and CALENCE, LLC January 24, 2008Merger Agreement • November 5th, 2009 • Insight Enterprises Inc • Retail-catalog & mail-order houses • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of January 24, 2008, by and among (i) Insight Enterprises, Inc., a Delaware corporation (“Buyer”), (ii) Insight Networking Services, LLC, a Delaware limited liability company (“Acquisition Sub”), and (iii) Calence, LLC, a Delaware limited liability company (the “Company”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 1, 2008 among INSIGHT ENTERPRISES, INC., the EUROPEAN BORROWERS from time to time party hereto, The LENDERS party hereto, J.P. MORGAN EUROPE LIMITED, as European Agent, WELLS FARGO BANK,...Credit Agreement • November 5th, 2009 • Insight Enterprises Inc • Retail-catalog & mail-order houses • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 1, 2008 among INSIGHT ENTERPRISES, INC., a Delaware corporation (the “Company”), the EUROPEAN BORROWERS (as defined below), the LENDERS party hereto, J.P. MORGAN EUROPE LIMITED, as European Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.
SUPPORT AGREEMENTSupport Agreement • November 5th, 2009 • Insight Enterprises Inc • Retail-catalog & mail-order houses • Delaware
THIS SUPPORT AGREEMENT (the “Agreement”) is made and entered into as of January 24, 2008, by and among (i) Insight Enterprises, Inc., a Delaware corporation (“Buyer”), (ii) Insight Networking Services, LLC, a Delaware limited liability company (“Acquisition Sub”), (iii) AVNET, INC., a New York corporation (“Avnet”), (iv) CALENCE HOLDINGS, INC., an Arizona corporation (“Holdings”), (v) MICHAEL F. FONG, an individual (“Fong”), (vi) TIMOTHY J. PORTHOUSE, an individual (“Porthouse”), (vii) RICHARD J. LESNIAK, JR., an individual (“R. Lesniak”), (viii) MARY DONNA RIVES LESNIAK, an individual (“M. Lesniak”), (ix) the RICHARD J. LESNIAK IRREVOCABLE TRUST, ESTABLISHED JANUARY 1, 2001 (the “RJL Trust”), (x) the MARY DONNA LESNIAK IRREVOCABLE TRUST, ESTABLISHED JANUARY 1, 2001 (the “MDL Trust”) (the MDL Trust and the RJL Trust are collectively referred to as the “Lesniak Trusts”) (the Lesniak Trusts, R. Lesniak, and M. Lesniak are collectively referred to as the “Lesniak Supporters”) (Fong, Porth
