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 deleted and
replaced with the following:
“(i) Annual Reporting .
Within ninety-five (95) days after the close of each of its
fiscal years, for itself consolidated and consolidating unaudited
balance sheets as at the close of such fiscal year and consolidated
and consolidating profit and loss and reconciliation of surplus
statements and a statement of cash flows for the period from the
beginning of such fiscal year to the end of such fiscal year, all
certified by one of its Responsible Officers.
(ii) Quarterly Reporting .
Within fifty (50) days after the close of the first three
quarterly periods of each of its fiscal years, for itself
consolidated and consolidating unaudited balance sheets as at the
close of each such period and consolidated and consolidating profit
and loss and reconciliation of surplus statements and a statement
of cash flows for the period from the beginning of such fiscal year
to the end of such quarter, all certified by one of its Responsible
Officers.
(iii) Compliance Certificate
. Within ninety-five (95) days of the close of each of its
fiscal years and within fifty (50) days of the close of each
of the first three fiscal quarters of each of its fiscal years, a
compliance certificate signed by one of its Responsible Officers
stating that no Termination Event or Potential Termination Event
exists for any Class, or if any Termination Event or Potential
Termination Event exists for any Class, stating the nature and
status thereof.”
SECTION 3. Amendment to
Section 5.1(n) . Section 5.1(n) of the Original
Agreement is hereby deleted and replaced with the following (solely
for convenience, changed language is italicized):
“(n) Legends . At all
times from and after September 30, 2005 , the
Transferor shall cause each and every electronic representation of
any Receivable (whether in disk, tape or other medium), as well as
any paper printout of any such electronic records, to be clearly
marked with the following legend: “ ANY PROSPECTIVE
PURCHASER OF THE ACCOUNTS DESCRIBED HEREIN OR ANY SECURED PARTY
WITH RESPECT THERETO IS HEREBY NOTIFIED THAT AN INTEREST IN THESE
ACCOUNTS HAS BEEN SOLD OR TRANSFERRED TO A THIRD PARTY LENDER,
PURCHASER OR SECURED PARTY. ” Such legend shall be in
bold, in type face at least as large as 10 point and shall be
entirely in capital letters.”
SECTION 4. Amendment of
Section 5.3(a) . Sections 5.3(a)(ii) and (iii) of the
Original Agreement are hereby deleted and replaced with the
following (solely for convenience, changed language is
italicized):
“(ii) Quarterly
Reporting . Within fifty (50) days after the close of the
first three quarterly periods of each of its fiscal years, for
itself consolidated and consolidating unaudited balance sheets as
at the close of each such period and consolidated and consolidating
profit and loss and reconciliation of surplus statements and a
statement of cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all certified by one of
its Responsible Officers .
(iii) Compliance Certificate
. Together with the financial statements required hereunder, a
compliance certificate signed by one of its Responsible
Officers stating that no Termination Event or Potential
Termination Event exists for any Class, or if any Termination Event
or Potential Termination Event exists for any Class, stating the
nature and status thereof and containing a computation of, and
showing compliance with, each of the financial ratios and
restrictions contained in this Agreement.”
SECTION 5. Amendment of
Section 11.7 . Section 11.7 of the Original Agreement
is hereby deleted and replaced
