EXHIBIT 10-AAii
AMENDMENT NUMBER 10 TO
TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 10 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"),
dated as of September 10, 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"), 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 "SUSI Issuer 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 that certain amendments be made to the
Original Agreement
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. SECTION 1. Amendment to Section 1.1. Section 1.1 of the Original
Agreement is hereby amended by adding in the appropriate alphabetical position
the following:
"Responsible Officer" means, with respect to any Person, the president, the
chief executive officer, the chief financial officer, treasurer or chief
accounting officer of such Person."
SECTION 2. Amendment of Section 5.1(a). Sections 5.1(a)(i), (ii) and (iii) of
the Original Agreement are hereby