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Exhibit
10-AAzz
FIRST AMENDMENT TO TRADE
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO TRADE
RECEIVABLES PURCHASE AGREEMENT (hereinafter this “First
Amendment”) is made and executed as of the 20th day of May,
2008 (the “Effective Date”) by and among TECH DATA
CORPORATION, SUNTRUST BANK (“SunTrust”) and BNP PARIBAS
(“BNP”).
WHEREAS, Tech Data
Corporation and the affiliates of Tech Data Corporation party
thereto from time to time (collectively “Tech Data”),
SunTrust and BNP entered into that certain Trade Receivables
Purchase Agreement dated as of May 23, 2007 (the
“Agreement”).
WHEREAS, the Agreement set
forth the terms by which SunTrust and BNP may purchase certain
Receivables from Tech Data; and
WHEREAS, the Agreement was
supplemented by that certain letter agreement (the “Letter
Agreement”) to, among other things, identify certain Obligors
and to set forth the Applicable Margin related to such
Obligors.
WHEREAS, Tech Data, BNP and
SunTrust have agreed to further amend the Agreement as outlined in
this First Amendment and that certain letter agreement dated on or
about the date hereof which identifies certain Obligors and to sets
forth the Applicable Margin related to such Obligors (collectively
the “First Amendment Documentation”); and
NOW, THEREFORE, for and in
consideration of the sum of Ten Dollars ($10.00) and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby conclusively acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
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The definition of the term “LIBOR” is hereby
deleted and replaced with the following definition: |
“ LIBOR ” shall mean,
for any applicable Period, that rate per annum which is equal to
the quotient of:
(i) the rate per annum equal
to the offered rate for deposits in Dollars of amounts comparable
to the principal amount of Purchased Receivables outstanding
pursuant to this Agreement offered for a term of two weeks, as such
rate is published by Reuters and appears on the Reuters LIBOR01
Page (or such other page on that service or such other service
designated by the British Bankers’ Association for the
display of such Association’s Interest Settlement Rates for
Dollar deposits) as of 11:00 a.m. (London, England time) on the
first Business Day of such Period; provided , that if
Purchasers’ Agent determines that the relevant foregoing
sources are unavailable for the relevant
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