Amended & Restated Credit Agreement dated 1/30/2004



 Exhibit 10AAv 
  
 AMENDMENT AGREEMENT NO. 2 
 TO AMENDED AND RESTATED CREDIT AGREEMENT 
  
 THIS AMENDMENT AGREEMENT (the “Amendment Agreement”), is made and entered into as of the 30th day of January, 2004, by and among TECH DATA CORPORATION, a Florida corporation (the
“Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, and each other lender party to the Credit Agreement (as defined below) (hereinafter Bank of America and
such other lenders may be referred to individually as a “Lender” or collectively as the “Lenders”), and BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”): 
  
 W I T N E S S E T
H: 
  
 WHEREAS, the Borrower, the Administrative
Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of May 2, 2003 (as the same has been amended prior to the date hereto and may be further amended, modified, supplemented, or restated from time to
time, the “Credit Agreement”); and 
  
 WHEREAS,
the Borrower has requested that the Required Lenders amend the Credit Agreement as hereinafter set forth; and 
  
 WHEREAS, upon the terms and conditions contained herein, the Administrative Agent and the Required Lenders are willing to amend the Credit
Agreement; 
  
 NOW, THEREFORE, in consideration of the
premises and conditions herein set forth, it is hereby agreed as follows, effective as of the Effective Date: 
  
 1. Definitions. Capitalized terms not otherwise defined in this Amendment Agreement have the respective meanings assigned thereto in the
Credit Agreement. 
  
 2. Amendments. Subject to the
terms and conditions set forth herein, the Credit Agreement is hereby amended as follows: 
  
 (a) The definition of “European Trade Receivables Purchase Facility” in Section 1.02 of the Credit Agreement is amended
in its entirety so that as amended it shall read as follows: 
  
 “ ‘European Trade Receivables Purchase Facilities’ means, collectively, the European Trade Receivables Securitization Facilities and the European Trade Receivables Transfer Facilities;
provided that the aggregate principal amount of the accounts receivable that are sold or assigned under all European Trade Receivables Purchase Facilities shall not exceed EUR 300,000,000.” 







 (b) The definition of “European Trade Receivables Purchase Documents” in
Section 1.02 of the Credit Agreement is amended in its entirety so that as amended it shall read as follows: 
  
 “ ‘European Trade Receivables Purchase Documents’ shall mean, collectively, the contracts establishing the European
Trade Receivables Purchase Facilities. “ 
  
 (c) The following definition of “European Trade Receivables Securitization Facilities” is added to Section 1.02 of the Credit Agreement in the appropriate alphabetical order: 
  
 “ ‘European Trade Receivables Securitization
Facilities’ means, collectively, one or more facilities each of which provides for limited recourse sales and assignments of accounts receivable of a European Subsidiary to a special purpose entity, in connection with the issuance of
obligations by such special purpose entity secured by such accounts receivable, which sales and assignments of accounts receivable shall be on such terms, the proceeds of the issuance of which obligations shall be made available to such European
Subsidiary on such rates of advance, and the obligations issued by such special purpose entity shall be in such amount or amounts, bear such rate or rates of interest, and be subject to such other terms and conditions, all as shall be reasonably
acceptable to the Administrative Agent; provided that each such facility shall constitute an asset securitization transaction.” 
  
 (d) The following definition of “European Trade Receivables Transfer Facilities” is added to Section 1.02 of the
Credit Agreement in the appropriate alphabetical order: 
  
 “ ‘European Trade Receivables Transfer Facilities’ means, collectively, one or more arrangements each of which provides for sales, transfers or assignments of accounts receivable of a European
Subsidiary to a third party purchaser, transferee or assignee (each a “Transferee”) at a discount, which Transferee shall be reasonably acceptable to the Administrative Agent and which sales, transfers and assignments shall be on such
terms and conditions (including such purchase prices and discount rates for the accounts receivable) as shall be reasonably acceptable to the Administrative Agent; provided, however, that such approval of the Transferee, terms and conditions
by the Administrative Agent shall not be required for European Trade Receivables Transfer Facilities in an aggregate amount of not more than EUR 50,000,000 in any fiscal year.” 
  

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 (e) The next-to-last sentence of Section 2.04(a) of the Credit Agreement is
amended to read as follows: 
  
 “Each Swing Line Loan shall
be a Base Rate Loan or shall bear interest at such other rate mutually agreeable to the Swing Line Lender and the Borrower.” 
  
 (f) Clause (iii) of Section 2.08(a) of the Credit Agreement is amended to read as follows: 
  
 “(iii) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to (A) the Base Rate plus the Applicable Rate or (B) such other rate mutually agreeable to the Swing Line Lender and the Borrower.” 
  
 (g) Section 8.01(j) of the Credit Agreement is
amended to read as follows: 
  
 “(j) Liens
on accounts receivable arising in connection with the Trade Receivables Purchase Facility or the European Trade Receivables Purchase Facilities.” 
  
 (h) Section 8.03(f) of the Credit Agreement is amended to read as follows: 
  
 “(f) any obligations arising under the Trade
Receivables Purchase Facility or the European Trade Receivables Purchase Facilities.” 
  
 (i) Section 8.13(b) of the Credit Agreement is amended to read as follows: 
  
 “(b) Consolidated Total Leverage Ratio. Permit
the Consolidated Total Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth below opposite such period: 
  

			
	 “Period

	  	Maximum
Consolidated Total
Leverage Ratio


		
	 Closing Date through October 31, 2003
	  	4.00 to 1.00
		
	 November 1, 2003 through April 30, 2004
	  	5.00 to 1.00
		
	 May 1, 2004 through January 31, 2005
	  	4.75 to 1.00
		
	 February 1, 2005 through April 30, 2005
	  	4.50 to 1.00
		
	 May 1, 2005 through July 31, 2005
	  	4.25 to 1.00
		
	 August 1, 2005 and thereafter
	  	4.00 to 1.00”

  

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 (j) Section 8.13(c) of the Credit Agreement is amended to read as follows:

  
 “(c) Consolidated Senior Leverage
Ratio. Permit the Consolidated Senior Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth below opposite such period: 
  

			
	 “Period

	  	Maximum
Consolidated
Senior Leverage
Ratio


		
	 Closing Date through October 31, 2003
	  	3.25 to 1.00
		
	 November 1, 2003 through April 30, 2004
	  	3.75 to 1.00
		
	 May 1, 2004 through April 30, 2005
	  	3.50 to 1.00
		
	 May 1, 2005 and thereafter
	  	3.25 to 1.00;
		
	 and”
	  	 

  
 3. Consent of
Guarantors. The Guarantors have joined in the execution of this Amendment Agreement solely for the purpose of (i) agreeing to the amendment of the Credit Agreement and (ii) confirming their guarantees of payment of all the Obligations.

  
 4. Representations and Warranties. In order to
induce the Administrative Agent and the Lenders to enter into this Amendment Agreement, the Borrower hereby represents and warrants that the Credit Agreement has been re-examined by the Borrower and that: 
  
 (a) The representations and warranties made by Borrower in
Article VI of the Agreement are true on and as of the date hereof, provided that for the purposes of the representation and warranty set forth in Section 6.19, the Tech Data TROL Facility identified in Schedule 6.19 to
the Agreement has been replaced by a Successor Tech Data Synthetic Lease Facility involving SunTrust Equity Funding, LLC as lessor and SunTrust Bank, as administrative agent. 
  
 (b) There has been no material adverse change in the condition, financial or otherwise, of the Borrower and
its Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 7.01 thereof, other than changes in the ordinary course of business, none of which has been a material adverse change;

  
 (c) The business and properties of the
Borrower and its Subsidiaries are not and have not been adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo, 

  

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riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and 
  
 (d) No event has occurred and no condition exists which,
upon the consummation of the transaction contemplated hereby, constitutes a Default on the part of the Borrower under the Agreement, the Notes or any other Loan Document either immediately or with the lapse of time or the giving of notice, or both.

  
 5. Conditions Precedent. This Amendment
Agreement shall become effective upon the Administrative Agent’s receipt, on or before the date hereof, of: 
  
 (a) eighteen (18) counterparts of this Amendment Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent and at
least the Required Lenders; and 
  
 (b) payment
from the Borrower of the Amendment Fee for each Executing Lender, pursuant to the letter agreement dated January 29, 2004 between the Administrative Agent and the Borrower. 
  
 6. Entire Agreement. This Amendment Agreement sets forth the entire understanding and agreement of the parties
hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, condition, representation or warranty, express or implied, not herein set forth shall
bind any party hereto, and no one of them has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Amendment Agreement may be changed, modified, waived or canceled, except in accordance with Section 11.01 of the
Credit Agreement. 
  
 7. Full Force and Effect of
Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their
respective terms. 
  
 8. Counterparts. This
Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. 
  
 9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW. 
  

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 10. Enforceability. Should any one or more of the provisions of this Amendment Agreement be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 
  
 11. Credit Agreement. All references in any of the Loan Documents to the Credit Agreement shall mean and
include the Credit Agreement as amended hereby. 
  
 12.
Successors and Assigns. This Amendment Agreement shall be binding upon and inure to the benefit of each of the Borrower, the Lenders, the Agent and their respective successors, legal representatives, and assignees to the extent such
assignees are permitted assignees as provided in Section 11.07 of the Credit Agreement. 
  
 [Signatures on following pages.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by
their duly authorized officers, all as of the day and year first above written. 
  

			
	TECH DATA CORPORATION
		
	 By:
	 	 /s/ Charles V. Dannewitz

	 	 	

	 Name:
	 	 Charles V. Dannewitz

	 Title:
	 	 Sr. V.P. of Tax and Treasurer

	
	GUARANTORS:
	
	TECH DATA PRODUCT MANAGEMENT, INC.
	TECH DATA FINANCE PARTNER, INC.
	TECH DATA LATIN AMERICA, INC.
		
	 By:
	 	 /s/ Charles V. Dannewitz

	 	 	

	 Name:
	 	 Charles V. Dannewitz

	 Title:
	 	 Sr. V.P. of Tax and Treasurer

	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	 By:
	 	 /s/ Sugeet Manchanda

	 	 	

	 Name:
	 	 Sugeet Manchanda

	 Title:
	 	 Principal

	
	BANK OF AMERICA, N.A., as a Lender
		
	 By:
	 	 /s/ Sugeet Manchanda

	 	 	

	 Name:
	 	 Sugeet Manchanda

	 Title:
	 	 Principal

	
	BANK ONE, NA
		
	 By:
	 	 /s/ Sarah H. White

	 	 	

	 Name:
	 	 Sarah H. White

	 Title:
	 	 Director, Capital Markets











			
	ABN AMRO BANK N.V.
		
	 By:
	 	 /s/ Jana Dombrowski

	 	 	

	 Name:
	 	 Jana Dombrowski

	 Title:
	 	 Vice President

	
	ABN AMRO BANK N.V.
		
	 By:
	 	 /s/ Lynn R. Schade

	 	 	

	 Name:
	 	 Lynn R. Schade

	 Title:
	 	 Managing Director

	
	SUNTRUST BANK
		
	 By:
	 	 /s/ Kimberly Evans

	 	 	

	 Name:
	 	 Kimberly Evans

	 Title:
	 	 Director

	
	CITICORP USA, INC.
		
	 By:
	 	 /s/ Julio Ojea Quintana

	 	 	

	 Name:
	 	 Julio Ojea Quintana

	 Title:
	 	Director
Global Media & Communications
	
	DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH
		
	 By:
	 	 /s/ David G. Dickinson, Jr.

	 	 	

	 Name:
	 	 David G. Dickinson, Jr.

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ William W. McGinty

	 	 	

	 Name:
	 	 William W. McGinty

	 Title:
	 	 Director











			
	KEY CORPORATE CAPITAL, INC.
		
	 By:
	 	 /s/ Jeff Kalinowski

	 	 	

	 Name:
	 	 Jeff Kalinowski

	 Title:
	 	 Vice President

	
	BNP PARIBAS
		
	 By:
	 	 /s/ Angela Arnold

	 	 	

	 Name:
	 	 Angela Arnold

	 Title:
	 	 Vice President

	
	 
		
	 By:
	 	 /s/ Aurora Abella

	 	 	

	 Name:
	 	 Aurora Abella

	 Title:
	 	 Vice President

	
	WACHOVIA BANK, N.A.
		
	 By:
	 	 /s/ Donald E. Sellers, Jr.

	 	 	

	 Name:
	 	 Donald E. Sellers, Jr.

	 Title:
	 	 Director

	
	THE BANK OF NOVA SCOTIA
		
	 By:
	 	 /s/ Kemp Leonard

	 	 	

	 Name:
	 	 Kemp Leonard

	 Title:
	 	 Director

	
	FLEET NATIONAL BANK
		
	 By:
	 	 Not Executed

	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	











			
	BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH
		
	 By:
	 	 /s/ Marianne Weinzinger

	 	 	

	 Name:
	 	 Marianne Weinzinger

	 Title:
	 	 Director

	
	 
		
	 By:
	 	 /s/ Yoram Dankner

	 	 	

	 Name:
	 	 Yoram Dankner

	 Title:
	 	 Managing Director

	
	U.S. BANK, NATIONAL ASSOCIATION
		
	 By:
	 	 /s/ Richard J. Popp

	 	 	

	 Name:
	 	 Richard J. Popp

	 Title:
	 	 Vice President

	
	NATEXIS BANQUES POPULAIRES
		
	 By:
	 	 /s/ Nicolas Regent

	 	 	

	 Name:
	 	 Nicolas Regent

	 Title:
	 	 VP Multinational

	
	 
		
	 By:
	 	 /s/ P.J. van Tulder

	 	 	

	 Name:
	 	 P.J. van Tulder

	 Title:
	 	 VP & Mgr.