Exhibit 10-BBj
AMENDMENT NUMBER 16 TO
TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 16 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"),
dated as of August 31, 2011 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"), LIBERTY STREET FUNDING
CORP., a Delaware corporation, ("Liberty"), FALCON ASSET SECURITIZATION
CORPORATION, a Delaware corporation, ("Falcon" and collectively with Atlantic
and Liberty, 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"),
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 Liberty, Falcon, the Liberty Bank Investors, and the
Falcon Bank Investors (in such capacity, the "Administrative Agent"), and as a
SUSI Issuer Bank Investor 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 the term of the Original Agreement be
extended;
WHEREAS, the Agent, the Class Conduits, the Class Agents and the Bank Investors
on the terms and conditions set forth herein, consent to such extension;
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 Original Agreement.
(a) The Original Agreement is hereby amended, effective as of the Effective
Date, to incorporate the changes set forth in Exhibit A hereto, wherein
deletions to the Original Agreement are marked as stricken text and additions
are marked as double-underscored text. No exhibits or schedules or the like are
attached to Exhibit A hereto.
(b) Exhibit C to the Original Agreement is hereby deleted in its entirety and
replaced with Exhibit B hereto.
SECTION 2. Affirmations. All parties hereto agree and acknowledge that with
respect to each Bank Investor party hereto, each Bank Investor has a Commitment
and such Commitment of such Bank Investor shall be the dollar amount set forth
opposite such Bank Investor's signature on the signature page hereto, which may
be different from the Original Agreement.
SECTION 3. Conditions Precedent. This Amendment shall not become effective until
the later of (i) August 31, 2011 and (ii) the day on which the Administrative
Agent shall have