Exhibit 10AAu
AMENDMENT NUMBER 6 TO
TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 6 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"),
dated as of August 29, 2003 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")), LA FAYETTE ASSET SECURITIZATION LLC, a Delaware
corporation ("La Fayette") (assignee of 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" and collectively with RCC, Atlantic, Liberty, and AFC, 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 an 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") and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking
association ("Bank of America"), as agent for RCC, Atlantic, Liberty, AFC,
Falcon, the RCC Bank Investors, the Atlantic 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 Transferor desires to remove La Fayette as a Class Conduit, and
Credit Lyonnais as a Bank Investor and La Fayette Agent from the Agreement;
WHEREAS, the Transferor desires the Facility Limits, Loss and Dilution Reserves
and Maximum Net Investments in the Agreement to be adjusted;
WHEREAS, the Transferor desires to extend the Commitment Termination Date;
WHEREAS, RCC has entered into an Assignment and Assumption Agreement with SUSI
Issuer;
WHEREAS, the