Exhibit



EXHIBIT 10.1


EXECUTION COPY



THIRTEENTH AMENDMENT TO 
FOURTH AMENDED AND RESTATED RECEIVABLES 
FUNDING AND ADMINISTRATION AGREEMENT 


This THIRTEENTH AMENDMENT to FOURTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of June 1, 2016, is entered into by and among SIT FUNDING CORPORATION (the “Borrower”), 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. 


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”); and


B.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.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


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.Amendment to the RFA.  
(a)    Schedule 4.01(q) to the RFA is hereby amended and restated in its entirety in the form of Exhibit A attached hereto. 
3.Representations and Warranties.  The Borrower represents and warrants 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 the Borrower and constitutes the Borrower’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 the Borrower 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 the Borrower.
(e)    Immediately after giving effect to this Amendment, (i) the representations and warranties of the Borrower set forth in the RFA shall be true 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 shall remain in full force and effect. After this Amendment becomes effective, all references in the RFA to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the RFA shall be deemed to be references to the RFA as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the RFA other than as set forth herein.
5.    Effectiveness.  This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto.
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 any provision hereof or thereof.




	
			
	 
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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:  Senior Vice President, General Counsel and Corporate Secretary














	
			
	 
	S-1
	Thirteenth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (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/ Eugene Dempsey______________________ 
Name:     Eugene Dempsey 
Title:    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/ Eugene Dempsey______________________ 
Name:     Eugene Dempsey 
Title:    Director










	
			
	 
	S-2
	Thirteenth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (Synnex)












PNC BANK, NATIONAL ASSOCIATION,  
as Managing Agent for the PNC Lender Group
 
 
By:/s/ Michael Brown________________________ 
Name:    Michael Brown 
Title:    Senior Vice President 



PNC BANK, NATIONAL ASSOCIATION,  
as a Lender and as the PNC Committed Lender 
 
 
By:/s/ Michael Brown________________________ 
Name:    Michael Brown 
Title:    Senior Vice President 









	
			
	 
	S-3
	Thirteenth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (Synnex)












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:    Managing Director




SUMITOMO MITSUI BANKING CORPORATION,  
as a Lender and the SMBC Committed Lender 
 
 
By:/s/ Yasufumi Morita______________________ 
Name:    Yasufumi Morita 
Title:    Director




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


By:    MAF RECEIVABLES CORP., 
its sole member
 
 
By:/s/ April Grosso_________________________ 
Name:    April Grosso 
Title:    Vice President






	
			
	 
	S-4
	Thirteenth Amendment to Fourth Amended and Restated Receivables Funding and Administration Agreement (Synnex)














EXHIBIT A
Schedule 4.01(q) to the Fourth Amended and Restated
Receivables Funding and Administration Agreement
by and among
SIT Funding Corporation,
The Financial Institutions Signatory Hereto From Time to Time,
and
The Bank of Nova Scotia


Deposit and Disbursement Accounts