EXHIBIT 10.xx
AMENDMENT NUMBER 4 TO
AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 4 TO AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT (this "AMENDMENT"), dated as of June 28, 1998, among
TECH DATA FINANCE, INC., a California corporation, as transferor (the
"TRANSFEROR"), TECH DATA CORPORATION, a Florida corporation ("Tech Data"), as
collection agent and as guarantor (in such capacities respectively, the
"COLLECTION Agent" and the "GUARANTOR"), ENTERPRISE FUNDING CORPORATION, a
Delaware corporation (the "COMPANY"), and NATIONSBANK, N.A., a national banking
association ("NATIONSBANK"), as agent for the Company and the Bank Investors (in
such capacity, the "AGENT") and as a Bank Investor, amending that certain
Amended and Restated Transfer and Administration Agreement dated as of January
21, 1997 among the Transferor, the Collection Agent, the Guarantor, the Company,
the Agent and the Bank Investor, as amended to the date hereof (the "ORIGINAL
AGREEMENT" and said agreement as amended by this Amendment, the "AGREEMENT").
WHEREAS, the Transferor has requested that the Company and the
Agent agree to an increase in the Facility Limit and the Maximum Net Investment
under the Original Agreement, and to make certain other amendments;
WHEREAS, on the terms and conditions set forth herein, the
parties hereto consent to such amendments;
WHEREAS, the Original Agreement requires that the consent of
those Bank Investors which hold Commitments aggregating in excess of 66 and 2/3%
of the Facility Limit as of the date hereof be obtained, and the consent of any
Bank Investor whose Commitment is increased hereby;
WHEREAS, the only Bank Investor whose Commitment is being
increased hereby is NationsBank, N.A.; 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 DEFINITIONS.
(a) The definition of "Facility Limit" is hereby amended to
read as follows:
""Facility Limit" shall mean $510,000,000 through
November 30, 1998 and thereafter shall mean $331,500,000."
(b) The definition of "Maximum Net Investment" is hereby
amended to read as follows:
""Maximum Net Investment" shall mean $500,000,000
through November 30, 1998 and thereafter shall mean
$325,000,000."
(c) The definition of "Loss Reserve" is hereby amended by
deleting the amount "27,100,000" in the text of the final paragraph thereof and
replacing it with the following:
"$40,000,000 through November 30, 1998 and thereafter
$27,100,000."
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall not
become effective until the Agent shall have received the following:
(a) 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;
2
(b) A Certificate of the Secretary of the Transferor
and Tech Data certifying (i) 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 Company, the Agent and the Bank
Investors may conclusively rely until such time as the Agent shall receive from
the Transferor and Tech Data a revised Certificate meeting the requirements of
this clause (b)(i)) and (ii) a copy of the Transferor's and Tech Data's By-Laws;
(c) An opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Tech Data,
with respect to certain corporate matters and the enforceability of the
Agreement as amended hereby in form and substance acceptable to the Agent; and
(d) A responsible officer's certificate of the
Transferor and Tech Data executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary of the
Transferor and Tech Data, respectively.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Transferor
hereby makes to the Company, 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 Company, on the date hereof, all the representations and warranties set
forth in Section 3.3 of the Original Agreement.
SECTION 4. AMENDMENT AND WAIVER. No provision hereof may be
amended, waived, supplemented, restated, discharged or terminated without the
written consent of the Transferor, the Company, the Agent and the Majority
Investors.
SECTION 5. SUCCESSORS AND ASSIGNS. This Amendment shall bind,
and the benefits hereof shall inure to the parties hereof and their respective
successors and permitted assigns; PROVIDED, HOWEVER, the Transferor may not
assign any of its rights or delegate any of its duties under this Amendment
without the prior written consent of the Company.
3
SECTION 6. 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 7. 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 9. 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.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ [ILLEGIBLE]
-------------------------------------------
Name:
Title:
TECH DATA FINANCE, INC.,
as Transferor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
TECH DATA CORPORATION,
as Collection Agent and Guarantor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Finnacial Officer
NATIONSBANK, N.A.,
as Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
5
Consented and agreed to this 28
day of June, 1998
NATIONSBANK, N.A.,as Bank
Investor
Old Commitment:
$156,500,000
New Commitment (through November 30, 1998):
$335,000,000
New Commitment (after November 30, 1998):
$156,500,000
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
6
PNC BANK, N.A.,
as Bank Investor
Commitment:
$20,000,000 By: /s/ ▇▇▇▇▇ ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: VICE PRESIDENT
7
CREDIT LYONNAIS NEW YORK BRANCH,
as Bank Investor
Commitment:
$30,000,000 By: /s/ KOSTANTINA KOURMPETIS
----------------------------------
Name: KOSTANTINA KOURMPETIS
Title: VICE PRESIDENT
8
THE DAI-ICHI KANGYO BANK, LTD.,
as Bank Investor
Commitment:
$15,000,000 By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CHIEF REPRESENTATIVE
9
THE FUJI BANK, LIMITED,
as Bank Investor
Commitment:
$15,000,000 By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VICE PRESIDENT & MANAGER
10
ROYAL BANK OF CANADA,
as Bank Investor
Commitment:
$50,000,000 By: /s/ ▇▇▇ ▇▇▇▇
----------------------------------
Name: ▇▇▇ ▇▇▇▇
Title: SENIOR MANAGER
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: ASSISTANT
▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
as Bank Investor
Commitment:
$30,000,000 By: /s/ ▇.▇. ▇▇▇▇▇
----------------------------------
Name: ▇.▇. ▇▇▇▇▇
Title: VICE PRESIDENT
12
THE SUMITOMO BANK, LIMITED
as Bank Investor
Commitment:
$15,000,000 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: JOINT GENERAL MANAGER
13
AMENDMENT NUMBER 5 TO
AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 5 TO AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT (this "AMENDMENT"), dated as of December 30, 1998,
among TECH DATA FINANCE, INC., a California corporation, as transferor (the
"TRANSFEROR"), TECH DATA CORPORATION, a Florida corporation ("Tech Data"), as
collection agent and as guarantor (in such capacities respectively, the
"COLLECTION AGENT" and the "GUARANTOR"), ENTERPRISE FUNDING CORPORATION, a
Delaware corporation (the "COMPANY"), and NATIONSBANK, N.A., a national banking
association ("NATIONSBANK"), as agent for the Company and the Bank Investors (in
such capacity, the "AGENT") and as a Bank Investor, amending that certain
Amended and Restated Transfer and Administration Agreement dated as of January
21, 1997 among the Transferor, the Collection Agent, the Guarantor, the Company,
the Agent and the Bank Investor, as amended to the date hereof (the "ORIGINAL
AGREEMENT" and said agreement as amended by this Amendment, the "AGREEMENT").
WHEREAS, the Transferor has requested that the Company and the
Agent agree to an increase in the Facility Limit and the Maximum Net Investment
under the Original Agreement, and to make certain other amendments;
WHEREAS, on the terms and conditions set forth herein, the
parties hereto consent to such amendments;
WHEREAS, the Original Agreement requires that the consent of
those Bank Investors which hold Commitments aggregating in excess of 66 and 2/3%
of the Facility Limit as of the date hereof be obtained, and the consent of any
Bank Investor whose Commitment is increased hereby;
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 DEFINITIONS.
(a) The definition of "Facility Limit" is hereby amended to
read as follows:
""Facility Limit" shall mean $336,000,000."
(b) The definition of "Maximum Net Investment" is hereby
amended to read as follows:
""Maximum Net Investment" shall mean $329,411,765."
(c) The definition of "Loss Reserve" is hereby amended by
deleting the amount "27,100,000" in the text of the final
paragraph thereof and replacing it with "$28,000,000."
(d) The definition of "Commitment Termination Date" is hereby
amended by deleting the date "December 30, 1998" in the text
thereof and replacing it with the date "February 28, 1999."
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall not
become effective until the Agent shall have received the following:
(a) 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;
(b) A Certificate of the Secretary of the Transferor
and Tech Data certifying (i) 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 Company, the Agent and the Bank
Investors may conclusively rely until such time as the Agent shall receive from
the Transferor and Tech Data a revised Certificate meeting the requirements of
this clause (b)(i)) and (ii) a copy of the Transferor's and Tech Data's By-Laws;
(c) An opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, counsel to Tech Data,
with respect to certain corporate matters and the enforceability of the
Agreement as amended hereby in form and substance acceptable to the Agent; and
(d) A responsible officer's certificate of the
Transferor and
2
Tech Data executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary of the Transferor and Tech
Data, respectively.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Transferor
hereby makes to the Company, 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 Company, on the date hereof, all the representations and warranties set
forth in Section 3.3 of the Original Agreement.
SECTION 4. AMENDMENT AND WAIVER. No provision hereof may be
amended, waived, supplemented, restated, discharged or terminated without the
written consent of the Transferor, the Company, the Agent and the Majority
Investors.
SECTION 5. SUCCESSORS AND ASSIGNS. This Amendment shall bind,
and the benefits hereof shall inure to the parties hereof and their respective
successors and permitted assigns; PROVIDED, HOWEVER, the Transferor may not
assign any of its rights or delegate any of its duties under this Amendment
without the prior written consent of the Company.
SECTION 6. 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 7. 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.
3
SECTION 9. 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.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
TECH DATA FINANCE, INC.,
as Transferor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, Chief Financial
Officer & Secretary
TECH DATA CORPORATION,
as Collection Agent and Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
and Secretary
NATIONSBANK, N.A.,
as Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
5
Consented and agreed to this 30
day of December, 1998
NATIONSBANK, N.A.,as Bank
Investor
Old Commitment:
$156,500,000
New Commitment:
$154,000,000 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
6
CREDIT LYONNAIS NEW YORK BRANCH,
as Bank Investor
Old Commitment:
$30,000,000
New Commitment:
$102,000,000 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: MANAGING DIRECTOR
7
ROYAL BANK OF CANADA,
as Bank Investor
Commitment:
$50,000,000 By: /s/ ▇▇▇ ▇▇▇▇
----------------------------------
Name: ▇▇▇ ▇▇▇▇
Title: SR MGR
8
THE BANK OF NOVA SCOTIA,
as Bank Investor
Commitment:
$30,000,000 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR RELATIONSHIP MANAGER
9
AMENDMENT NUMBER 6 TO
AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 6 TO AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT (this "AMENDMENT"), dated as of January 8, 1999, among
TECH DATA FINANCE, INC., a California corporation, as transferor (the
"TRANSFEROR"), TECH DATA CORPORATION, a Florida corporation ("Tech Data"), as
collection agent and as guarantor (in such capacities respectively, the
"COLLECTION Agent" and the "GUARANTOR"), ENTERPRISE FUNDING CORPORATION, a
Delaware corporation (the "COMPANY"), and NATIONSBANK, N.A., a national banking
association ("NATIONSBANK"), as agent for the Company and the Bank Investors (in
such capacity, the "AGENT") and as a Bank Investor, amending that certain
Amended and Restated Transfer and Administration Agreement dated as of January
21, 1997 among the Transferor, the Collection Agent, the Guarantor, the Company,
the Agent and the Bank Investor, as amended to the date hereof (the "ORIGINAL
AGREEMENT" and said agreement as amended by this Amendment, the "AGREEMENT").
WHEREAS, the Transferor has requested that the Company and the
Agent agree to an increase in the Facility Limit and the Maximum Net Investment
under the Original Agreement, and to make certain other amendments;
WHEREAS, on the terms and conditions set forth herein, the
parties hereto consent to such amendments;
WHEREAS, the Original Agreement requires that the consent of
those Bank Investors which hold Commitments aggregating in excess of 66 and 2/3%
of the Facility Limit as of the date hereof be obtained, and the consent of any
Bank Investor whose Commitment is increased hereby;
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 DEFINITIONS.
(a) The definition of "Facility Limit" is hereby amended to
read as follows:
""Facility Limit" shall mean $510,000,000."
(b) The definition of "Maximum Net Investment" is hereby
amended to read as follows:
""Maximum Net Investment" shall mean $500,000,000."
(c) The definition of "Loss Reserve" is hereby amended by
deleting the amount "28,000,000" in the text of the final
paragraph thereof and replacing it with "$40,000,000."
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become
effective when NationsBank has executed this amendment and has received
counterparts of this Amendment executed by the Company, the Transferor, the
Collection agent and Guarantor and the Bank Investors.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Transferor
hereby makes to the Company, 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 Company, on the date hereof, all the representations and warranties set
forth in Section 3.3 of the Original Agreement.
SECTION 4. AMENDMENT AND WAIVER. No provision hereof may be
amended, waived, supplemented, restated, discharged or terminated without the
written consent of the Transferor, the Company, the Agent and the Majority
Investors.
SECTION 5. SUCCESSORS AND ASSIGNS. This Amendment shall bind,
and the benefits hereof shall inure to the parties hereof and their respective
successors and permitted assigns; PROVIDED, HOWEVER, the Transferor may not
assign any of its rights or delegate any of its duties under this Amendment
without the prior written consent of the Company.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS
2
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 7. 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 9. 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.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
TECH DATA FINANCE, INC.,
as Transferor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, CFO and Secretary
TECH DATA CORPORATION,
as Collection Agent and Guarantor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and
Secretary
NATIONSBANK, N.A.,
as Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
4
Consented and agreed to this 8
day of January, 1999
NATIONSBANK, N.A.,as Bank
Investor
Old Commitment:
$154,000,000
New Commitment:
$205,000,000 By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
5
CREDIT LYONNAIS NEW YORK BRANCH,
as Bank Investor
Commitment:
$102,000,000 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: MANAGING DIRECTOR
6
ROYAL BANK OF CANADA,
as Bank Investor
Commitment:
$50,000,000 By: /s/ ▇▇▇ ▇▇▇▇
----------------------------------
Name: ▇▇▇ ▇▇▇▇
Title: SR MANAGER
▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
as Bank Investor
Old Commitment:
$30,000,000
Commitment:
$153,000,000 By: /s/ ▇. ▇▇▇▇▇
----------------------------------
Name:
Title:
8
