Exhibit








EXHIBIT 10.46


October 3, 2017


SYNNEX Corporation
44201 Nobel Drive
Fremont, California 94538


		
	Re:
	Seventh Amendment to Credit Agreement dated as of November 27, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among SYNNEX CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer




Ladies and Gentlemen:


Reference is made to the Credit Agreement.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.


The parties hereto agree that all references to “calendar quarter” in Sections 2.07(c) and 2.07(d) of the Credit Agreement shall be amended to be references to “fiscal quarter”.


The Credit Agreement remains in full force and effect as modified to the extent set forth herein.  This letter agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement.  Delivery of an executed counterpart of this letter by facsimile or other secure electronic format (.pdf) shall be effective as an original.  This letter agreement shall be effective upon receipt by the Administrative Agent of counterparts of this letter agreement executed by the Loan Parties.  This letter agreement is a Loan Document.


This letter agreement shall be a Loan Document.  This letter shall be governed by and construed in accordance with the laws of the State of New York.


[signature pages follow].












Very truly yours,


BANK OF AMERICA, N.A.,
as Administrative Agent


By:/s/ Brenda Schriner    
Name: Brenda Schriner 
Title: Vice President 


                    












Accepted and Agreed to:




BORROWER:            SYNNEX CORPORATION, 
a Delaware corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


GUARANTORS:        SYNNEX FINANCE HYBRID II, LLC,
a California limited liability company


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


LASTING HOLDINGS CORPORATION,
a California corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


HYVE SOLUTIONS CORPORATION,
a California corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


HYVE SOLUTIONS US GLOBAL HOLDING CORP,
a Delaware corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


COMPUTERLAND CORPORATION,
a California corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


[Signature Pages Continue]










CONCENTRIX GLOBAL HOLDINGS, INC.,
a Delaware corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 




CONCENTRIX CORPORATION,
a New York corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


LICENSE ONLINE, INC.,
a California corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


WG-US HOLDCO, INC.,
a Delaware corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary 


WESTCON GROUP, INC.,
a Delaware corporation


By:/s/ Simon Y. Leung     __
Name: Simon Y. Leung 
Title: Senior Vice President, General Counsel and Corporate Secretary