Q2 2014 Exhibit10.1


EXHIBIT 10.1






THIRD OMNIBUS AMENDMENT TO 
FOURTH AMENDED AND RESTATED RECEIVABLES 
FUNDING AND ADMINISTRATION AGREEMENT 
AND
THIRD AMENDED AND RESTATED RECEIVABLES 
SALE AND SERVICING AGREEMENT


This THIRD OMNIBUS AMENDMENT (this “Amendment”), dated as of April 25, 2014, is entered into by and among SIT FUNDING CORPORATION (the “Borrower”), SYNNEX CORPORATION (“Synnex”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Committed Lender, PNC, as Managing Agent for the PNC Lender Group, SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as a Committed Lender, MANHATTAN ASSET FUNDING COMPANY LLC (“MAFC”), as a Discretionary Lender, SMBC NIKKO SECURITIES AMERICA, INC. (“SMBC Nikko”), as Administrator for the SMBC Discretionary Lender and as Managing Agent for the SMBC Lender Group, LIBERTY STREET FUNDING LLC (“Liberty Street”), as a Discretionary Lender, and THE BANK OF NOVA SCOTIA (“BNS”), as a Committed Lender, as Administrative Agent for the Committed Lenders and Discretionary Lenders, as Administrator for the BNS Discretionary Lender and as Managing Agent for the BNS Lender Group and is the (i) SIXTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as described below) and (ii) NINTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as described below). 
RECITALS
A.WHEREAS, the Borrower, PNC, SMBC, MAFC, SMBC Nikko, Liberty Street and BNS are parties to that certain Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12, 2010 (together with all exhibits and schedules thereto, and as heretofore amended, restated or supplemented, the “RFA”);
B.    WHEREAS, each of the persons signatory thereto from time to time as Originators, Synnex, in its capacity as servicer thereunder, and the Borrower, as buyer are parties to that certain Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 23, 2009 (together with all exhibits and schedules thereto, and as heretofore amended, restated or supplemented, the “SSA”); and
C.    WHEREAS, the Borrower, PNC, SMBC, MAFC, SMBC Nikko, Liberty Street and BNS desire to amend and modify certain terms of the RFA as hereinafter set forth and the Borrower, Synnex and BNS desire to amend and modify certain terms of the SSA, and to make certain other changes to the RFA, the SSA and the Related Documents, as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

	
			
	 
	 
	 




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1.    Certain Defined Terms.  Capitalized terms that are used herein without definition and that are defined in Annex X to the RFA shall have the same meanings herein as in Annex X to the RFA.
2.    Amendments to Annex X to the RFA and the SSA.  
(a)    The definition of “Excluded Receivable” in Annex X to the RFA and the SSA is hereby amended and restated in its entirety as follows:
“Excluded Receivable” shall mean (i) any Mexico Receivable or (ii) any Receivable owing by the Obligor of an Originator (the “Reseller”) arising directly as a result of a separate, but corresponding, Receivable originated by such Reseller and where the Obligor of such Reseller (the “End User”) with respect to such corresponding Receivable (x) has been instructed to make payment of  all amounts owing in respect of such Receivable owed by the End User to the Reseller, directly to the Originator or the Borrower (which may be in the name of the Reseller) and (y) is not  relieved of its obligation with respect to such Receivable unless and until payment of all amounts owing to the Reseller with respect thereto is made directly to the Originator or the Borrower in accordance with the terms of the sales contract or purchase order and other documents between the Originator and the Reseller.
3.    Representations and Warranties.  Each of Synnex and the Borrower represents and warrants for itself as follows:
(a)    It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
(b)    This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c)    No consent, approval, authorization or order of, or filing (except for any filing required by federal securities laws), registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment that has not already been obtained.
(d)    The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its organization documents or (ii) violate, contravene or conflict in any material respect with any laws applicable to such Person.
(e)    Immediately after giving effect to this Amendment, (i) the representations and warranties of the Borrower set forth in the RFA and Synnex set forth in the SSA shall be true 

	
			
	 
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and correct (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof, in which case, such representations and warranties shall be true and correct as of such other date) and (ii) no Termination Event or Incipient Termination Event shall have occurred and be continuing.
4.    Effect of Amendment.  Except as expressly amended and modified by this Amendment, all provisions of the RFA and the SSA shall remain in full force and effect. After this Amendment becomes effective, all references in the RFA and the SSA to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the RFA or the SSA, as applicable, shall be deemed to be references to the RFA and the SSA as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the RFA or the SSA other than as set forth herein.
5.    Effectiveness.  This Amendment shall become effective as of the date hereof (the “Effective Date”) receipt by the Administrative Agent of (i) counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto and (ii) counterparts of the Fee Letter (whether by facsimile or otherwise) executed by each of the other parties thereto.
6.    Counterparts.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
7.    Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
8.    Severability.  Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.
9.    Section Headings.  The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the RFA or the SSA or any provision hereof or thereof.
[Signature Pages Follow]



	
			
	 
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
SIT FUNDING CORPORATION, 
as the Borrower 
 
 
By:_/s/ Simon Y. Leung______________ 
Name:  Simon Y. Leung 
Title:  Corporate Secretary




SYNNEX CORPORATION 
 
 
 
By:_/s/ Simon Y. Leung______________ 
Name:  Simon Y. Leung 
Title:  Corporate Secretary









709109919 10435078    S-1    Third Omnibus Amendment (Synnex)






THE BANK OF NOVA SCOTIA,  
as a Lender, as Administrator for 
Liberty Street Funding LLC, 
as Managing Agent for the 
BNS Lender Group and 
as the BNS Committed Lender




By: /s/ Diane Emanuel             
Name:     Diane Emanuel 
Title:    Managing Director 



LIBERTY STREET FUNDING LLC,  
as a Lender and the BNS Discretionary Lender




By: /s/ Jill A. Russo                  
Name:    Jill A. Russo 
Title:    Vice President 



THE BANK OF NOVA SCOTIA, 
as Administrative Agent




By: /s/ Diane Emanuel              
Name:     Diane Emanuel 
Title:    Managing Director









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PNC BANK, NATIONAL ASSOCIATION,  
as Managing Agent for the PNC Lender Group
 
 
By: /s/ Mark Falciane                  
Name:    Mark Falciane 
Title:    Executive Vice President 



PNC BANK, NATIONAL ASSOCIATION,  
as a Lender and as the PNC Committed Lender 
 
 
By: /s/ Mark Falciane                  
Name:    Mark Falciane 
Title:    Executive Vice President 








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SMBC NIKKO SECURITIES AMERICA, INC.,  
as Administrator for 
Manhattan Asset Funding Company LLC 
and as Managing Agent for the  
SMBC Lender Group 
 
 
By: /s/ Yukimi Konno                  
Name:    Yukimi Konno 
Title:    Executive Director




SUMITOMO MITSUI BANKING CORPORATION,  
as a Lender and the SMBC Committed Lender 
 
 
By: /s/ Hiroyuki Suzuki              
Name:    Hiroyuki Suzuki 
Title:    Executive Director




MANHATTAN ASSET FUNDING COMPANY LLC, as a Lender and 
the SMBC Discretionary Lender 


By:    MAF RECEIVABLES CORP., 
its sole member




By: /s/ Dewen Tam                  
Name:    Dewen Tam 
Title:    Vice President

709109919 10435078    S-4     Third Omnibus Amendment (Synnex)