Prepared by R.R. Donnelley Financial -- Amendment to Transfer & Admin Agreement



 10-AAl 
  
 AMENDMENT NUMBER 3 TO 
 TRANSFER AND ADMINISTRATION AGREEMENT 
  
 AMENDMENT NUMBER 3 TO TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of May 16, 2002 among TECH DATA CORPORATION (“Tech
Data”), a Florida corporation (“Tech Data”), as collection agent (in such capacity, the “Collection Agent”), TECH DATA FINANCE SPV, INC., a Delaware corporation headquartered in California, as transferor
(in such capacity, the “Transferor”), RECEIVABLES CAPITAL CORPORATION (“RCC”), a Delaware corporation, ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation (“Atlantic”), LIBERTY STREET
FUNDING CORP., a Delaware corporation, (“Liberty”), AMSTERDAM FUNDING CORPORATION, a Delaware corporation (“AFC”), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation, (“Falcon”), BLACK
FOREST FUNDING CORPORATION, a Delaware corporation, (“Black Forest” and collectively with RCC, Atlantic, Liberty, AFC and Falcon, the “Class Conduits”), CREDIT LYONNAIS NEW YORK BRANCH, a branch duly licensed under
the laws of the State of New York of a banking corporation organized and existing under the laws of the Republic of France (“Credit Lyonnais”), as a Atlantic Bank Investor and as agent for Atlantic and the Atlantic Bank Investors
(in such capacity, the “Atlantic Agent”), THE BANK OF NOVA SCOTIA, a banking corporation organized and existing under the laws of Canada, acting through its New York Agency (“Scotia Bank”), as a Liberty Bank
Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the “Liberty Agent”), ABN AMRO BANK N.V., a banking corporation organized and existing under the laws of the Netherlands and acting through its
Chicago Branch (“ABN AMRO”), as an AFC Bank Investor and as agent for AFC and the AFC Bank Investors (in such capacity, the “AFC Agent”), BANK ONE, NA (having its main office in Chicago, Illinois), a national
banking association (“Bank One”), as a Falcon Bank Investor and as agent for Falcon and the Falcon Bank Investors (in such capacity, the “Falcon Agent”), BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH, a branch
duly licensed under the laws of New York of a banking corporation organized and existing under the laws of the Federal Republic of Germany (“HypoVereinsbank”), as a Black Forest Bank Investor and as agent for Black Forest and the
Black Forest Bank Investors (in such capacity, the “Black Forest Agent”), Lloyds TSB Bank plc, as an Atlantic Bank Investor and as an RCC Bank Investor and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association
(“Bank of America”), as agent for RCC, Atlantic, Liberty, AFC, Falcon, Black Forest, the RCC Bank Investors, the 







 Atlantic Bank Investors, the Black Forest Bank Investors, the Liberty Bank Investors, the AFC Bank Investors and the Falcon Bank Investors (in
such capacity, the “Administrative Agent”), as an RCC Bank Investor, as agent for RCC and the RCC Bank Investors (in such capacity, the “RCC Agent”) and Lead Arranger, amending that certain Transfer and
Administration Agreement dated as of May 19, 2000, among the Transferor, the Collection Agent, the Class Conduits (as defined thereunder) and the Bank Investors (the “Original Agreement” and said agreement as amended, the
“Agreement”). 
  
 WHEREAS, the parties hereto mutually desire to make certain amendments to the
Agreement as hereinafter set forth; 
  
 WHEREAS, Atlantic is expected to enter into an Assignment and Assumption
Agreement dated as of the date hereof with La Fayette Asset Securitization LLC; and 
  
 WHEREAS, capitalized terms
used herein shall have the meanings assigned to such terms in the Original Agreement; 
  
 NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows: 
  
 SECTION
1.    Amendment to Definitions. 
  
 (a)    The
definition of “Commitment Termination Date” is hereby deleted and replaced with the following (solely for convenience added language is italicized): 
  
 ““Commitment Termination Date” means, with respect to each Class, May 15, 2003, or such later date to which such Commitment Termination Date may be extended by Transferor,
the related Class Agent and the related Bank Investors not later than 60 days prior to the then current Commitment Termination Date for such Class.” 
  
 (b)    The definition of “Facility Limit” is hereby deleted and replaced with the following (solely for convenience added or
changed language is italicized): 
 

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 “Facility Limit” means (i) with respect to the Class of which
Atlantic is a member, $79,687,500; provided that such amount may not at any time exceed the aggregate Commitments with respect to the Atlantic Bank Investors, (ii) with respect to the Class of which RCC is a member, $127,500,000;
provided that such amount may not at any time exceed the aggregate Commitments with respect to the RCC Bank Investors, (iii) with respect to the Class of which Liberty is a member, $95,625,000; provided that such amount may not at any time
exceed the aggregate Commitments with respect to the Liberty Bank Investors, in each case, at any time in effect, (iv) with respect to the Class of which AFC is a member, $79,687,500; provided that such amount may not at any time exceed the
aggregate Commitments with respect to the AFC Bank Investors, in each case, at any time in effect, (v) with respect to the Class of which Falcon is a member, $79,687,500; provided that such amount may not at any time exceed the aggregate
Commitments with respect to the Falcon Bank Investors, in each case, at any time in effect, (vi) with respect to the Class of which Black Forest is a member, $47,812,500; provided that such amount may not at any time exceed the aggregate
Commitments with respect to the Black Forest Bank Investors, in each case, at any time in effect and (vii) with respect to any other Class, the amount specified as such in any supplement hereto for such Class; provided that, with respect to any
other Class, the Facility Limit for such Class shall not at any time exceed the aggregate Commitments for the Bank Investors in such Class.” 
  
 (c) The definition of “Loss and Dilution Reserve” is hereby deleted and replaced with the following (solely for convenience added or changed language is italicized): 
  
 ““Loss and Dilution Reserve” means, with respect to each Class, at any time, an amount equal to the product of (i)
the Loss and Dilution Reserve Percentage and (ii) the Net Investment for such Class at such time. Notwithstanding the foregoing, (i) with respect to the Class of which RCC is a member, the portion of the Loss and Dilution Reserve attributable to
losses shall at all times be at least equal to $10,000,000, (ii) with respect to the Class of which Atlantic is a member, the portion of the Loss and Dilution Reserve attributable to losses shall at all times be at least equal to
$6,250,000, (iii) with respect to the Class of which Liberty is a member, the portion of the Loss and Dilution Reserve attributable to losses shall at all times be at least equal to $7,500,000, (iv) with respect to the Class of which
AFC is a member, the portion of the Loss and Dilution Reserve attributable to losses shall at all times be at least equal to $6,250,000, (v) with respect to the Class of which Falcon is a member, the portion of the Loss and Dilution Reserve
attributable to losses shall at all times be at least equal to $6,250,000, (vi) with respect to the Class 
 

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 of which Black Forest is a member, the portion of the Loss and Dilution Reserve attributable to losses shall at all times be at least equal to
$3,750,000, and (vii) with respect to any other Class, the portion of the Loss and Dilution Reserve shall at all times be at least equal to an amount agreed upon by the Transferor, the Administrative Agent and the Class Agent for such
additional class at the time it becomes a party hereto.” 
  
 (d)    The
definition of “Maximum Net Investment” is hereby deleted and replaced with the following (solely for convenience added or changed language is italicized): 
  
 ““Maximum Net Investment” means (i) with respect to the Class of which RCC is a member, $125,000,000, (ii) with respect to the Class of which
Atlantic is a member, $78,125,000, (iii) with respect to the Class of which Liberty is a member, $93,750,000, (iv) with respect to the Class of which AFC is a member, $78,125,000, (v) with respect to the Class of which Falcon is
a member, $78,125,000, (vi) with respect to the Class of which Black Forest is a member, $46,875,000 and (vii) with respect to any other Class, the amount set forth pursuant to Section 11.2(b).” 
  
 SECTION 2.    Affirmations. 
  
 (a)    The Transferor and Collection Agent have complied with Section 2.8 of the Agreement with respect to Lock-Box Accounts.

  
 (b)    All parties hereto agree and acknowledge that with respect to each
Bank Investor party hereto, each Bank Investor has a Commitment and such Commitment of such Bank Investor shall be the dollar amount set forth opposite such Bank Investor’s signature on the signature page hereto, which may be different from the
Original Agreement. 
  
 SECTION 3.    Conditions Precedent.    This
Amendment shall not become effective until the Administrative Agent shall have received the following: 
  
 (a)    A copy of the Resolutions of the Board of Directors of the Transferor and Tech Data certified by its Corporate Officer approving this Amendment and the other documents to be delivered by the Transferor and
Tech Data hereunder; and 
 

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 (b)    A Certificate of the Corporate Officer
of the Transferor and Tech Data certifying (i) the names and signatures of the officers authorized on its behalf to execute this Amendment and any other documents to be delivered by it hereunder and (ii) the Resolutions referenced in Section 3(a)
are still in full force and effect and that the Board has not taken any action to amend modify or repeal such Resolutions. 
  
 SECTION 4.    Representations and Warranties.    The Transferor hereby makes to the Company, on and as of the date hereof, all of the representations and warranties set forth in Section
3.1 of the Original Agreement. In addition, the Collection Agent and the Guarantor hereby make to the Company, on the date hereof, all the representations and warranties set forth in Section 3.3 of the Original Agreement. 
  
 SECTION 5.    Successors and Assigns.    This Amendment shall bind, and the benefits hereof
shall inure to the parties hereof and their respective successors and permitted assigns; 
  
 SECTION
6.    Governing Law.    THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRANSFEROR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. 
  
 SECTION 7.    Severability; Counterparts.    This
Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  
 SECTION 8.    Captions.    The captions in this Amendment are for convenience of reference only and shall not define or limit any of the terms or
provisions hereof. 
 

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 SECTION
9.    Ratification.    Except as expressly affected by the provisions hereof, the Original Agreement as amended by this Amendment shall remain in full force and effect in accordance with its terms and
ratified and confirmed by the parties hereto. On and after the date hereof, each reference in the Original Agreement to “this Agreement”, “hereunder”, “herein” or words of like import shall mean and be a reference to
the Original Agreement as amended by this Amendment. 
 

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 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first written above. 
  
 
	 TECH DATA FINANCE SPV, INC.,
as Transferor
 
	 
	 By:
 	 	   /S/    JEFFREY P. HOWELLS
 
	 	
	

	  	 	 Name:  Jeffrey P. Howells
 Title:  President
 

 
  
 
	 TECH DATA CORPORATION, as Collection Agent
 
	 
	 By:
 	 	   /S/    JEFFREY P. HOWELLS 
 
	 	
	

	  	 	 Name:  Jeffrey P. Howells
 Title:  Chief Financial
Officer
 

 







  
 
	 RECEIVABLES CAPITAL CORPORATION
 
	 
	 By:
 	 	   /S/    DOUGLAS K. JOHNSON
 
	 	
	

	  	 	 Name:  Douglas K. Johnson
 Title:  President
 

 
  
 
	 ATLANTIC ASSET SECURITIZATION CORP.
  

By:  CREDIT LYONNAIS NEW YORK BRANCH,
as
attorney-in-fact
 
	 
	 By:
 	 	   /S/    KOSTANTINA KOURMPETIS
 
	 	
	

	  	 	 Name:  Kostantina Kourmpetis
 Title:  Director
 

 
  
 
	 LIBERTY STREET FUNDING CORP.
 
	 
	 By:
 	 	   /S/    ANDREW L. STIDD
 
	 	
	

	  	 	 Name:  Andrew L. Stidd
 Title:  President
 

 
  
 
	 AMSTERDAM FUNDING CORPORATION
 
	 
	 By:
 	 	   /S/    DAVID O. TAYLOR
 
	 	
	

	  	 	 Name:  David O. Taylor
 Title:  Vice
President
 

 
  
 
	 FALCON ASSET SECURITIZATION CORPORATION
 
	 
	 By:
 	 	   /S/    SHERRI GERNER
 
	 	
	

	  	 	 Name:  Sherri Gerner
 Title:  Authorized
Signatory
 

 
  
 
	 BLACK FOREST FUNDING CORPORATION
 
	 
	 By:
 	 	   /S/    LORI GEBRON
 
	 	
	

	  	 	 Name:  Lori Gebron
 Title:  Vice
President
 

 







  
 
	 Commitment
 
	    	  	 	  BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative
Agent, RCC Agent and as an RCC Bank Investor
 
	 $65,000,000
 	    	  	 	  
 By:
 	 	  
   /S/    JEFFREY FRICANO


	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Jeffrey Fricano
 Title:  Vice
President
 

 







  
 
	 Commitment
 
	    	  	 	  CREDIT LYONNAIS NEW YORK BRANCH, as Atlantic Agent and as
an Atlantic Bank Investor
 
	 $40,050,000
 	    	  	 	  
 By:
 	 	  
   /S/    KOSTANTINA KOURMPETIS
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Kostantina Kourmpetis
 Title:  Director
 

 







  
 
	 Commitment
 
	    	  	 	 THE BANK OF NOVA SCOTIA, as Liberty Agent and as a Liberty
Bank Investor
 
	 $95,625,000
 	    	  	 	  
 By:
 	 	  
   /S/    J. ALAN EDWARDS
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  J. Alan Edwards
 Title:  Managing Director
 

 







  
 
	 Commitment
 
	    	  	 	  ABN AMRO BANK N.V., as AFC Agent and as an AFC Bank Investor
 
	 $79,687,500
 	    	  	 	  
 By:
 	 	  
   /s/    BERNARD KOH
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Bernard Koh
 Title:  Group Vice President
 
	 
	  	    	  	 	  
 By:
 	 	  
   /S/    KEVIN G. PILZ
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Kevin G. Pilz
 Title:  Vice
President
 

 







  
 
	 Commitment
 
	    	  	 	  BANK ONE, NA (having its main office in Chicago Illinois), as Falcon Agent and as a Falcon Bank
Investor
 
	 $79,687,500
 	    	  	 	  
 By:
 	 	  
   /S/    SHERRI GERNER


	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Sherri Gerner
 Title:  Authorized Signatory
 

 







  
 
	 Commitment
 
	    	  	 	  BAYERISCHE HYPO- UND VEREINSBANK AG, NEW
YORK BRANCH, as Black Forest Agent and Black Forest Bank Investor
 
	 $47,812,500
 	    	  	 	  
 By:
 	 	  
   /s/    STEVEN ODESSER
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Steven Odesser
 Title:  Associate
Director
 
	 
	  	    	  	 	 By:
 	 	  
   /S/    PAMELA J. GILLONS
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Pamela J. Gillons
 Title:  Associate
Director
 

 







  
 
	 Commitment
 
	    	  	 	 LLOYDS TSB BANK PLC, as an Atlantic Bank Investor
 
	 $39,637,500
 	    	  	 	  
 By:
 	 	  
   /S/    TAMARA SWABY
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Tamara Swaby
 Title:  Executive
Officer
 
	 
	  	    	  	 	  
 By:
 	 	  
   /S/    IAN DIMMOCK
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Ian Dimmock
 Title:  Vice
President
 

 
  
 
	 Commitment
 
	    	  	 	  LLOYDS TSB BANK PLC, as an RCC Bank Investor
 
	 $62,500,000
 	    	  	 	  
 By:
 

 	 	  
   /S/    TAMARA SWABY
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Tamara Swaby
 Title:  Executive
Officer
 
	 
	  	    	  	 	  
 By:
 	 	  
   /S/    IAN DIMMOCK
 
	 	 	 	 	 	
	

	  	    	  	 	  	 	 Name:  Ian Dimmock
 Title:  Vice
President