Amendment Number 9 to Transfer and Administration Agreement



 Exhibit 10-AAac 
  
 AMENDMENT NUMBER 9 TO 
 TRANSFER AND ADMINISTRATION AGREEMENT 
  
 AMENDMENT NUMBER 9 TO TRANSFER
AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of March 7, 2005 among TECH DATA CORPORATION, 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”), YC SUSI TRUST, a Delaware statutory trust (“SUSI Issuer” (assignee of RECEIVABLES
CAPITAL CORPORATION, a Delaware corporation (“RCC”)), LIBERTY STREET FUNDING CORP., a Delaware corporation, (“Liberty”), AMSTERDAM FUNDING CORPORATION, a Delaware corporation (“AFC”), FALCON ASSET
SECURITIZATION CORPORATION, a Delaware corporation, (“Falcon” and collectively with the SUSI Issuer, Atlantic, Liberty, and AFC, the “Class Conduits”), 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”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.), a national banking association (“JPMorgan Chase”), as a Falcon Bank Investor and as agent for Falcon and the Falcon Bank
Investors (in such capacity, the “Falcon Agent”) and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (“Bank of America”), as agent for the SUSI Issuer, Liberty, AFC, Falcon, the SUSI Issuer
Bank Investors, the Liberty Bank Investors, the AFC Bank Investors and the Falcon Bank Investors (in such capacity, the “Administrative Agent”), as a SUSI Issuer Bank Investor, as agent for the SUSI Issuer and the SUSI Issuer 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 (as amended to the date hereof, the “Original Agreement” and said agreement as amended hereby, the “Agreement”). 
  
 WHEREAS, the Transferor has requested certain amendments be made to the Original Agreement in respect of certain financial
covenants set forth therein with respect to the Collection Agent; 
  
 WHEREAS, the Agent, the Class Conduits, the Class Agents and the Bank Investors on the terms and conditions set forth herein, consent to such amendments; 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 Section 5.5. Section 5.5 of the Original Agreement is hereby deleted and
replaced with the following: 
  
 “Section 5.5. Financial
Covenants of the Collection Agent. At all times from the date hereof to the later to occur of (i) the Termination Dates or (ii) the date on which the Aggregate Net Investment has been reduced to zero, all accrued Discount and Servicing Fees
shall have been paid in full and all other Aggregate Unpaids shall have been paid in full, in cash, unless the Administrative Agent, each Class Conduit (so long as such Class Conduit holds any portion of the Transferred Interest), each Class Agent
and the Majority Investors shall otherwise consent in writing, the Collection Agent hereby covenants and agrees to observe and perform the financial covenants set forth on and as of the date hereof in Section 8.13 of the Second Amended and Restated
Credit Agreement dated as of March 7, 2005 among Tech Data Corporation, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the “Credit Agreement”). No
amendment, modification or waiver of or to the Credit Agreement (including in respect of Section 8.13 thereof or in respect of the definition of any financial term or any method of calculation thereunder), nor any termination or expiration of the
Credit Agreement, shall have any effect hereunder unless consented to by the Administrative Agent, each Class Conduit (so long as such Class Conduit holds any portion of the Transferred Interest), each Class Agent and the Majority Investors. ”

  
 SECTION 2. Conditions Precedent. This Amendment shall
not become effective until the day on which the Administrative Agent shall have received the following: 
  
 (a) A copy of this Amendment executed by each party hereto; 
  
 (b) A copy of the Resolutions of the Board of Directors of the Transferor and Tech Data certified by its
Secretary approving this Amendment and the other documents to be delivered by the Transferor and Tech Data hereunder; 
  
 (c) A Certificate of the Secretary of the Transferor and Tech Data certifying 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 (on which Certificates the Class Conduits, the Class Agents, the Administrative Agent and the Bank Investors may conclusively rely until such time as the
Administrative Agent shall receive from the Transferor and Tech Data a revised Certificate meeting the requirements of this clause (c)). 
  
 SECTION 3. Representations and Warranties. The Transferor hereby makes to the Class Investors, the Class Agents and the Administrative Agent, 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 Class Investors, the Class Agents and the Administrative
Agent, on the date hereof, all the representations and warranties set forth in Section 3.3 of the Original Agreement. 
  









 SECTION 4. 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 5. 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 6. 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 7. 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. 
  
 SECTION 8. 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/ Charles V. Dannewitz

	 	 	 Name:
	 	 Charles V. Dannewitz

	 	 	 Title:
	 	 Senior Vice President and Treasurer

	
	 TECH DATA CORPORATION,
as Collection Agent

		
	 By:
	 	 /s/ Charles V. Dannewitz

	 	 	 Name:
	 	 Charles V. Dannewitz

	 	 	 Title:
	 	 Senior Vice President of Tax and Treasurer

	
	 YC SUSI TRUST

		
	 By:
	 	 Bank of America, National Association, as
 Administrative Trustee of YC SUSI Trust

		
	 By:
	 	 /s/ Robert R. Wood

	 	 	 Name:
	 	 Robert S. Wood

	 	 	 Title:
	 	 Principal



  










					
	 LIBERTY STREET FUNDING CORP.

		
	 By:
	 	 /s/ Bernard J. Angelo

	 	 	 Name:
	 	 Bernard J. Angelo

	 	 	 Title:
	 	 Vice President

	
	 AMSTERDAM FUNDING CORPORATION

		
	 By:
	 	 /s/ Bernard J. Angelo

	 	 	 Name:
	 	 Bernard J. Angelo

	 	 	 Title:
	 	 Vice President

	
	 FALCON ASSET SECURITIZATION
CORPORATION

		
	 By:
	 	 /s/ Maureen E. Marcon

	 	 	 Name:
	 	 Maureen E. Marcon

	 	 	 Title:
	 	 Authorized Signer

	
	 BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent,
SUSI Issuer Agent and as a SUSI Issuer Bank
Investor

		
	 By:
	 	 /s/ Robert R. Wood

	 	 	 Name:
	 	 Robert R. Wood

	 	 	 Title:
	 	 Principal

	
	 THE BANK OF NOVA SCOTIA, as Liberty
Agent and as a Liberty Bank Investor

		
	 By:
	 	 /s/ Norman Last

	 	 	 Name:
	 	 Norman Last

	 	 	 Title:
	 	 Managing Director

	
	 ABN AMRO BANK N.V., as AFC Agent
and as an AFC Bank Investor

		
	 By:
	 	 /s/ Michael McIntyre

	 	 	 Name:
	 	 Michael McIntyre

	 	 	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ Kevin J. Hayes

	 	 	 Name:
	 	 Kevin J. Hayes

	 	 	 Title:
	 	 Director

	
	 JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.), as Falcon Agent and as a Falcon Bank
Investor

		
	 By:
	 	 /s/ Maureen E. Marcon

	 	 	 Name:
	 	 Maureen E. Marcon

	 	 	 Title:
	 	 Vice President