AMENDMENT NO. 8 Dated as of February 8, 2006 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 9, 2002

Exhibit 10.2

AMENDMENT NO. 8

Dated as of February 8, 2006

to

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 9, 2002

THIS AMENDMENT NO. 8 (this “Amendment”) is entered into as of February 8, 2006 by and among SYNNEX CORPORATION (formerly known as SYNNEX Information Technologies, Inc.), a Delaware corporation (the “Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), as a Lender and in its capacity as the contractual representative for itself and the Lenders (the “Agent”), and BANK OF AMERICA, N.A., as a Lender (“Bank of America”). Capitalized terms used in this Amendment which are not otherwise defined herein, shall have the meanings given such terms in the Credit Agreement (as defined below).

RECITALS:

WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain Amended and Restated Credit Agreement dated as of July 9, 2002 (as amended by that certain Amendment No. 1, dated October 17, 2002, that certain Amendment No. 2, dated May 15, 2003, that certain Amendment No. 3, dated June 30, 2003, that certain Amendment No. 4, dated September 5, 2003, that certain Amendment No. 5, dated December 30, 2003, that certain Amendment No. 6, dated as of September 17, 2004, and that certain Amendment No. 7, dated as of September 16, 2005, the “Credit Agreement”); and

WHEREAS, the parties hereto have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Agent hereby agree as follows.

1. Amendment to the Credit Agreement. As of the Effective Date (as hereafter defined) and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

1.1. Section 6.2(g) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(g) any combination of capital contributions and loans by the Borrower to the Canadian Subsidiary in an aggregate amount not to exceed $50,000,000;

1.2. Section 6.4 of the Credit Agreement is hereby amended by (a) deleting “and” at the end of clause (iv), (b) deleting the period at the end of clause (v) and replacing it with “; and” and (c) adding clause (vi) in the proper alphanumerical order which shall read in its entirety as follows.

(vi) Borrower may provide a line of credit to Synnex de Mexico S.A. de C.V. (“Synnex Mexico”), for a term of no longer than three years, in an aggregate amount not to exceed $35,000,000 (the “Revolving Line of Credit”), for the purpose of providing working capital to Synnex Mexico to support a contract with a Mexico reseller (the “Mexico Reseller Agreement”) so long as,

(A) Synnex Mexico is at least 80% owned by Borrower;

(B) (1) payments made under the Mexico Reseller Agreement are required to be, and are, paid into a deposit account in the name of Borrower maintained with Bank of America, N.A. or one of its affiliates, (2) at no time shall such deposit account have on deposit more than $10,000,000, and (3) Borrower shall not xxxxx x Xxxx with respect to such deposit account or the funds maintained therein to any Person other than (x) the right of setoff against deposits of cash by Bank of America, N.A. in connection with such deposit account and cash management services provided by Bank of America, N.A. for which such deposit account is used, and (y) a Lien in favor of the Agent;

(C) Borrower shall have delivered to the Agent the original intercompany note evidencing the Line of Credit, which intercompany note shall be pledged under the Security Agreement, and, to the extent the Agent determines that an amendment to the Security Agreement or any other documents are reasonably necessary to create a first priority perfected security interest in favor of the Agent with respect to such intercompany note and the proceeds therefrom, Borrower shall have executed and delivered such documents; and

(D) Borrower shall not permit Synnex de Mexico S.A de C.V. to create or permit to exist any Lien on any of its properties or assets except for, (i) presently existing or hereafter created Liens in favor of the Agent or the Lenders, and (ii) Liens existing on the Effective Date (but in no event any increase in the amount secured by any such Liens or the coverage thereof to other property or assets).

1.3. Section 6.6 is hereby amended by deleting clauses (e) and (f) in their entirety and replacing them with the following:

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(e) unsecured Guaranteed Debt incurred by the Borrower pursuant to guaranties of Debt of the Canadian Subsidiary, and secured Guaranteed Debt incurred by the Borrower pursuant to the Collateralized Guaranty executed and delivered by Borrower in favor of IBM Canada, consisting of purchase money Debt with respect to Inventory purchased by the Canadian Subsidiary in an aggregate amount not to exceed $40,000,000 at any time;

(f) unsecured Guaranteed Debt incurred by the Borrower pursuant to guaranties of Debt of Synnex de Mexico S.A. de C.V. (“Synnex Mexico”) consisting of (1) purchase money Debt with respect to Inventory purchased by Synnex Mexico in an aggregate amount not to exceed $35,000,000 at any time, and (2) Debt owing to a leasing company or other creditor for the purpose of providing working capital to Synnex Mexico to support a second contract with the same or another Mexico reseller in an aggregate amount not to exceed $35,000,000.

1.4. Annex A is hereby amended by adding the following defined term in its proper alphabetical order:

“Synnex Mexico” shall have the meaning assigned to it in Section 6.4(vi).

1.5. Annex D is hereby amended by deleting paragraph 2 in its entirety and replacing it with the following:

2. Collateral Examination Charge. Borrower shall pay Agent a fee of $800 per day per individual (or the then prevailing rate charged by Agent, whichever is greater) plus all out-of-pocket costs and expenses in connection with up to two field examinations per year (or more if a Default or Event of Default shall have occurred and be continuing).

1.6. Annex G of the Credit Agreement is hereby amended by adding in the proper alphabetical order the following new defined terms:

“Line of Credit” shall have the meaning assigned to it in Section 6.4(vi).

“Mexico Reseller Agreement” shall have the meaning assigned to it in Section 6.4(vi).

1.7. Schedule 6.6 to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 6.6 attached as Annex A hereto.

2. Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof (the “Effective Date”) when, and only when:

(a) the Agent shall have received each of the following:

(i) counterparts of this Amendment duly executed by the Borrower and the Requisite Lenders;

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(ii) a Consent in the form attached hereto executed by each of ComputerLand Corporation and MiTAC Industrial Corp.;

(iii) a copy of the Line of Credit, which shall be in form and substance reasonably acceptable to the Lenders and the Agent;

(iv) a copy of the Mexico Reseller Agreement;

(v) the financial statements of Synnex Mexico, which shall have been reviewed by and deemed acceptable by the Lenders and the Agent; and

(b) the Borrower shall have cooperated with the Agent in the completion of an appraisal of the Borrower’s inventory by February 28, 2006, the results of which shall be satisfactory to the Agent in its reasonable discretion.

3. Representations and Warranties of the Borrower.

3.1. Upon the effectiveness of this Amendment pursuant to Section 2 hereof, the Borrower hereby reaffirms in all material respects all covenants, representations and warranties made in the Credit Agreement to the extent the same are not amended hereby and except to the extent the same expressly relates solely to an earlier date and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the Effective Date of this Amendment and that, as of the Effective Date of this Amendment and after giving effect hereto, no Default or Event of Default has occurred and is continuing.

3.2. The Borrower hereby represents and warrants that this Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.

4. Reference to and Effect on the Credit Agreement.

4.1. Upon the effectiveness of this Amendment pursuant to Section 2 hereof, on and after the date hereof, each reference to the Credit Agreement in any of the Loan Documents shall mean and be a reference to the Credit Agreement as amended hereby.

4.2. Except as specifically set forth above, the Credit Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

4.3. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement, or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

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6. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

7. Entire Agreement. This Amendment, taken together with the Credit Agreement and all of the other Loan Documents, embodies the entire agreement and understanding of the parties hereto and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof.

8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State and any applicable laws of the United States of America.

9. No Course of Dealing. The Lenders have entered into this Amendment on the express understanding with the Borrower that in entering into this Amendment the Lenders are not establishing any course of dealing with the Borrower. The Agent’s and the Lenders’ rights to require strict performance with all the terms and conditions of the Credit Agreement as amended by this Amendment and the other Loan Documents shall not in any way be impaired by the execution of this Amendment. Neither the Agent nor any Lender shall be obligated in any manner to execute any further amendments or waivers, and if such waivers or amendments are requested in the future, assuming the terms and conditions thereof are acceptable to them, the Agent and the Lenders may require the payment of fees in connection therewith.

10. Release. To induce the Agent and Lenders to enter into this Amendment, the Borrower acknowledges and agrees that it has no actual or potential claim or cause of action against the Agent or Lenders relating to any Loan Documents or any actions or events occurring on or before the date hereof. The Borrower waives and releases any right to assert same.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment No. 8 has been duly executed as of the day and year first above written.

SYNNEX CORPORATION (formerly known as SYNNEX Information Technologies, Inc.), as the Borrower
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Chief Financial Officer
GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and as a Lender
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Duly Authorized Signatory
BANK OF AMERICA, N.A., as a Lender
By:		/s/ Xxxx XxXxxxxx
Name:		Xxxx XxXxxxxx
Title:		Vice President

Amendment No. 8

to

Amended and Restated Credit Agreement

CONSENT

Each of the undersigned, as Guarantor under a Subsidiary Guaranty executed in favor of the Agent in connection with the Amended and Restated Credit Agreement referred to in Amendment No. 8 to Amended and Restated Credit Agreement (as the same may have been or be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) and/or as Grantor under a Subsidiary Security Agreement executed in favor of the Agent in connection with the Amended and Restated Credit Agreement referred to in such Amendment (as the same may have been or be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), hereby consents to such Amendment and confirms and agrees that (i) the Guaranty and the Security Agreement are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, and (ii) the Security Agreement and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations.

COMPUTERLAND CORPORATION
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		General Counsel and Corporate Secretary
MiTAC INDUSTRIAL CORP.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		General Counsel and Corporate Secretary

Annex A

Schedule 6.6

[see attached]

Amended and Restated Schedule 6.6

dated February 8, 2006

to Amended and Restated Credit Agreement

among SYNNEX Corporation

and

The Lenders Signatory Thereto From Time to Time

and General Electric Capital Corporation

Guaranteed Debt

Guaranteed Debt for SYNNEX China

In an aggregate amount of $3 million for vendors/resellers

Worldwide Guaranteed Debt for All Subsidiaries

In an aggregate amount of $26 million for Microsoft Corporation.

In an aggregate amount of $10 million for non Microsoft Corporation vendors/resellers