-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BrTKBDnjbC33t+9MU493SFrYayoMA4TIB0WsErYQwzZMjBflYTjSya6Ejh4iuS+5 84WrbwgL2bqDbcMU9gCOEQ== 0001016843-99-000625.txt : 19990625 0001016843-99-000625.hdr.sgml : 19990625 ACCESSION NUMBER: 0001016843-99-000625 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990131 FILED AS OF DATE: 19990601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECH DATA CORP CENTRAL INDEX KEY: 0000790703 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 591578329 STATE OF INCORPORATION: FL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-14625 FILM NUMBER: 99638662 BUSINESS ADDRESS: STREET 1: 5350 TECH DATA DR CITY: CLEARWATER STATE: FL ZIP: 33760 BUSINESS PHONE: 7275397429 MAIL ADDRESS: STREET 1: 5350 TECH DATA DRIVE CITY: CLEARWATER STATE: FL ZIP: 33760 10-K405/A 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (AMENDMENT NO. 1) ----------- (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE FISCAL YEAR ENDED JANUARY 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM ____________ TO ______________ COMMISSION FILE NUMBER 0-14625 TECH DATA CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------------------------------------- FLORIDA NO. 59-1578329 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 5350 TECH DATA DRIVE, CLEARWATER, FL 33760 (Address of principal executive offices) (Zip Code) --------------------------------------------- REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (727) 539-7429 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common stock, par value $.0015 per share. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference to Part III of this Form 10-K or any amendment to this Form 10-K. [X] Aggregate market value of the voting stock held by non-affiliates of the registrant as of March 31, 1999: $1,080,900,000 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT MARCH 31, 1999 ----- ----------------------------- Common stock, par value $.0015 per share 51,139,048 DOCUMENTS INCORPORATED BY REFERENCE None =============================================================================== NOTE: The purpose of this amendment is to file exhibits previously indicated as "to be filed by amendment" within the Tech Data Corporation Form 10-K for the period ended January 31, 1999, filed on May 3, 1999. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K (a) See index to financial statements and schedules included in Item 8 of the Tech Data Corporation Form 10-K for the period ended January 31, 1999 filed on May 3, 1999. (b) The Company filed the following reports on Form 8-K during the fiscal year ended January 31, 1999: Current Report on Form 8-K dated July 1, 1998 Current Report on Form 8-K dated July 28, 1998 (c) The exhibit numbers on the following list correspond to the numbers in the exhibit table required pursuant to Item 601 of Regulation S-K. 3-A(1) -- Articles of Incorporation of the Company as amended to April 23, 1986. 3-B(2) -- Articles of Amendment to Articles of Incorporation of the Company filed on August 27, 1987. 3-C(13) -- By-Laws of the Company as amended to November 28, 1995. 3-F(9) -- Articles of Amendment to Articles of Incorporation of the Company filed on July 15, 1993. 4-E(15) -- Articles of Amendment to Articles of Incorporation of the Company filed on June 25, 1997. 10-F(4) -- Incentive Stock Option Plan, as amended, and form of option agreement. 10-G(10) -- Employee Stock Ownership Plan as amended December 16, 1994. 10-V(5) -- Employment Agreement between the Company and Edward C. Raymund dated as of January 31, 1991. 10-W(5) -- Irrevocable Proxy and Escrow Agreement dated April 5, 1991. 10-X(6) -- First Amendment to the Employment Agreement between the Company and Edward C. Raymund dated November 13, 1992. 10-Y(6) -- First Amendment in the nature of a Complete Substitution to the Irrevocable Proxy and Escrow Agreement dated November 13, 1992. 10-Z(7) -- 1990 Incentive and Non-Statutory Stock Option Plan as amended. 10-AA(7) -- Non-Statutory Stock Option Grant Form. 10-BB(7) -- Incentive Stock Option Grant Form. 10-CC(8) -- Employment Agreement between the Company and Steven A. Raymund dated February 1, 1992. 38 10-EE(10)-- Retirement Savings Plan as amended January 26, 1994. 10-FF(9) -- Revolving Credit and Reimbursement Agreement dated December 22, 1993. 10-GG(9) -- Transfer and Administration Agreement dated December 22, 1993. 10-HH(10)-- Amendments (Nos. 1-4) to the Transfer and Administration Agreement. 10-II(10)-- Amended and Restated Revolving Credit and Reimbursement Agreement dated July 28, 1994, as amended. 10-JJ(10)-- Revolving Foreign Currency Agreement dated August 4, 1994, as amended. 10-KK(13)-- Amendments (Nos. 5,6) to the Transfer and Administration Agreement 10-LL(13)-- Amendments (Nos. 3-5) to the Amended and Restated Revolving Credit and Reimbursement Agreement dated July 28, 1994, as amended. 10-MM(13)-- Amendments (Nos. 3-5) to the Revolving Foreign Currency Agreement dated August 4, 1994, as amended. 10-NN(12)-- Non-Employee Directors' 1995 Non-Statutory Stock Option Plan. 10-OO(12)-- 1995 Employee Stock Purchase Plan. 10-PP(12)-- Employment Agreement between the Company and A. Timothy Godwin dated as of December 5, 1995. 10-QQ(14)-- Amended and Restated Transfer and Administration Agreement dated January 21, 1997. 10-RR(14)-- Amendment Number 1 to the Amended and Restated Transfer and Administration Agreement dated January 21, 1997, as amended. 10-SS(14)-- Revolving Credit and Reimbursement Agreement dated May 23, 1996. 10-TT(15)-- Amendment Number 2 to the Amended and Restated Transfer and Administration Agreement dated January 21, 1997, as amended. 10-UU(15)-- Revolving Credit and Reimbursement Agreement dated August 28, 1997. 10-VV(16)-- Amendment Number 3 to the Amended and Restated Transfer and Administration Agreement dated January 21, 1997, as amended. 10-WW(3) -- Amendments (Nos. 1-2) to the Revolving Credit and Reimbursement Agreement dated August 28, 1997, as amended. 10-XX(3) -- Amendments (Nos. 4-6) to the Amended and Restated Transfer and Administration Agreement dated January 21, 1997, as amended. 21(3) -- Subsidiaries of Registrant. 27(17) -- Financial Data Schedule (included in the electronic version only.) 99-A(17) -- Cautionary Statement For Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995. - --------------- (1) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-1, File No. 33-4135. (2) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-1, File No. 33-21997. (3) Filed herewith. (4) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-8, File No. 33-21879. (5) Incorporated by reference to the Exhibits included in the Company's Form 10-Q for the quarter ended July 31, 1991, File No. 0-14625. (6) Incorporated by reference to the Exhibits included in the Company's Form 10-Q for the quarter ended October 31, 1992, File No. 0-14625. (7) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-8, File No. 33-41074. 39 (8) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1993, File No. 0-14625. (9) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1994, File No. 0-14625. (10) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1995, File No. 0-14625. (11) Incorporated by reference to the Exhibits included in the Company's Form 8-K filed on March 26, 1996, File No. 0-14625. (12) Incorporated by reference to the Exhibits included in the Company's Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders, File No. 0-14625. (13) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1996, File No. 0-14625. (14) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1997, File No. 0-14625. (15) Incorporated by reference to the Exhibits included in the Company's Registration Statement on Form S-3, File No. 333-36999. (16) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1998, File No. 0-14625. (17) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 1999, File No. 0-14625. 40 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 1st day of June, 1999. TECH DATA CORPORATION By /s/ STEVEN A. RAYMUND --------------------------------------- Steven A. Raymund, Chairman of the Board of Directors; Chief Executive Officer POWER OF ATTORNEY Each person whose signature to this Annual Report on Form 10-K appears below hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of them, as his attorney-in-fact to sign on his behalf individually and in the capacity stated below and to file all amendments and post-effective amendments to this Annual Report on Form 10-K, and any and all instruments or documents filed as a part of or in connection with this Annual Report on Form 10-K or the amendments thereto, and the attorney-in-fact, or either of them, may make such changes and additions to this Annual Report on Form 10-K as the attorney-in-fact, or either of them, may deem necessary or appropriate. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ STEVEN A. RAYMUND Chairman of the Board of Directors; June 1, 1999 - ----------------------------- Chief Executive Officer Steven A. Raymund /s/ ANTHONY A. IBARGUEN President and Chief Operating June 1, 1999 - ----------------------------- Officer; Director Anthony A. Ibarguen /s/ JEFFERY P. HOWELLS Executive Vice President and June 1, 1999 - ----------------------------- Chief Financial Officer; Director Jeffery P. Howells (principal financial officer) /s/ JOSEPH B. TREPANI Senior Vice President and Corporate June 1, 1999 - ----------------------------- Controller (principal accounting officer) Joseph B. Trepani /s/ ARTHUR W. SINGLETON Vice President, Treasurer and Secretary June 1, 1999 - ----------------------------- Arthur W. Singleton /s/ CHARLES E. ADAIR Director June 1, 1999 - ----------------------------- Charles E. Adair /s/ MAXIMILIAN ARDELT Director June 1, 1999 - ----------------------------- Maximilian Ardelt /s/ DANIEL M. DOYLE Director June 1, 1999 - ----------------------------- Daniel M. Doyle /s/ DONALD F. DUNN Director June 1, 1999 - ----------------------------- Donald F. Dunn /s/ EDWARD C. RAYMUND Director; Chairman Emeritus June 1, 1999 - ----------------------------- Edward C. Raymund /s/ DAVID M. UPTON Director June 1, 1999 - ----------------------------- David M. Upton /s/ JOHN Y. WILLIAMS Director June 1, 1999 - ----------------------------- John Y. Williams
43 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 10-WW Amendments (Nos. 1-2) to the Revolving Credit and Reimbursement Agreement dated August 28, 1997, as amended. 10-XX Amendments (Nos. 4-6) to the Amended and Restated Transfer and Administration Agreement dated January 21, 1997, as amended. 21(3) Subsidiaries of Registrant EX-10.WW 2 EXHIBIT 10.ww AMENDMENT AGREEMENT NO. 1 TO THE REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT THIS AMENDMENT AGREEMENT NO. 1 (the "Amendment Agreement"), dated as of June 29, 1998 to the REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT dated as of August 28, 1997 (the "Credit Agreement"), made by and among TECH DATA CORPORATION ("TDC") and TECH DATA FRANCE, S.N.C., as Multicurrency Facilities Borrowers, TECH DATA CANADA INC., as Canadian Facilities Borrower (collectively, the "Borrowers"), the financial institutions from time to time party to the Credit Agreement (collectively, the "Lenders"), NATIONSBANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity, the "Agent") and CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Agent. Capitalized terms which are used herein without definition shall have the meaning set forth in the Credit Agreement. W I T N E S S E T H: WHEREAS, the Borrowers, the Lenders, the Agent and the Canadian Agent have entered into the Credit Agreement; and WHEREAS, TDC has entered into an agreement to acquire a controlling interest in Computer 2000 AG which Acquisition requires the consent of the Required Lenders; and WHEREAS, the Borrowers have requested the Agent and the Lenders consent to the Acquisition of Computer 2000 AG and amend the Credit Agreement as provided herein; and WHEREAS, upon the terms and conditions contained herein the Agent and the Lenders are willing to amend the Credit Agreement; NOW, THEREFORE, in consideration of the premises and conditions herein set forth, it is hereby agreed as follows: 1. CREDIT AGREEMENT AMENDMENT. Subject to the conditions hereof, the Credit Agreement is hereby amended, effective upon the acquisition of Computer 2000 AG, as follows: (a) Notwithstanding the provisions of the Credit Agreement to the contrary, in light of the acquisition of Computer 2000 AG and the continued existence of certain existing indebtedness of Computer 2000 AG as permitted by this Amendment Agreement, effective upon the date of acquisition of Computer 2000 AG and until the delivery of the certificate described in SECTION 8.01(B)(III) for the period ending January 31, 1999, the "Applicable Interest Addition" shall be determined solely on the basis of the ratio of Consolidated Senior Indebtedness to Consolidated Total Capital and, for a Floating CD Loan and Fixed CD Loan, shall not be less than .525% and, for a Eurodollar Rate Loan, shall not be less than .40% and the "Applicable Unused Fee" shall not be less than .1375%; (b) The definition of Consolidated Current Liabilities is hereby amended by deleting the reference "Section 9.07(vii)" in clause (c) and inserting in lieu thereof the reference "Section 9.07(vii) and (ix)." (c) The definition of Indebtedness for Money Borrowed is hereby amended by deleting such definition in its entirety and inserting in lieu thereof the following: "'Indebtedness for Money Borrowed' means, for any Person, (i) all indebtedness, obligations and liabilities of such Person for money borrowed which are evidenced by bonds, debentures, notes or other similar instruments, (ii) the purchase price of Eligible Receivables (as defined in the Transfer and Administration Agreement) sold pursuant to the Trade Receivables Purchase Facility, (iii) the proceeds derived from any transfer of assets permitted under SECTION 9.09(VI) and (iv) all Capital Leases which have been capitalized in accordance with Generally Accepted Accounting Principles; provided, however, the term "Indebtedness for Money Borrowed" shall specifically exclude payroll indebtedness and trade indebtedness incurred in the ordinary course of business (including trade indebtedness through financial intermediaries) provided such trade indebtedness has a maturity of less than one year;" (d) SECTION 9.07 is hereby amended by deleting clauses (vi), (vii) and (viii) and inserting in lieu thereof the following five clauses: "(vi) Indebtedness not otherwise permitted under this Section 9.07 which does not exceed the aggregate amount at any time outstanding of $300,000,000, so long as after giving effect thereto no Default or Event of Default exists hereunder; (vii) any obligations arising under the Transfer and Administration Agreement; (viii) any Indebtedness permitted under SECTION 9.10(vii); (ix) Indebtedness of up to an aggregate principal amount of $200,000,000 of Computer 2000 AG and its Subsidiaries secured by accounts receivable of such entities; PROVIDED, however, that the proceeds derived from any transfer of assets permitted under SECTION 9.09(vi) shall be deemed to be Indebtedness for purposes of this SECTION 9.07(ix); and (x) Indebtedness of Computer 2000 AG and its Subsidiaries that may be outstanding from time to time under credit facilities existing as of the date of acquisition of a controlling interest in Computer 2000 AG by TDC or a Subsidiary 2 of TDC (the "Existing Indebtedness"); PROVIDED, however, that such Existing Indebtedness must be reduced to an amount on or before November 30, 1998, which, when combined with Indebtedness incurred pursuant to SECTION 9.07(vi), does not exceed $300,000,000 at such time and at all times thereafter." (e) SECTION 9.08 is hereby amended by (a) deleting the word "and" at the end of clause (vi), (b) deleting the period at the end of clause (vii) and inserting in lieu thereof a semi-colon and (c) adding two new clauses (viii) and (ix) which clauses shall read as follows: "(viii) Liens on accounts receivable of Computer 2000 AG and its Subsidiaries securing Indebtedness permitted under SECTION 9.07(ix); and (ix) Liens on assets of Computer 2000 AG and its Subsidiaries securing Existing Indebtedness; PROVIDED, however, that commencing December 1, 1998, such Liens shall be permitted to secure an aggregate maximum amount of $150,000,000 in Existing Indebtedness; PROVIDED FURTHER, that such Liens shall not encumber assets located in the United States of America and that the Existing Indebtedness secured by such Liens must be incurred by such borrowers, and be funded by lending offices of financial institutions, located outside of the United States of America." (f) SECTION 9.09 is hereby amended by (a) deleting the word "and" at the end of clause (iv), (b) deleting the period at the end of clause (v) and inserting in lieu thereof a semi-colon and the word "and" and (c) adding a new clause (vi) which clause shall read as follows: "(vi) sales, dispositions, or transfers of accounts receivable of Computer 2000 AG; PROVIDED, however, that the proceeds derived from any transfer of assets described in this SECTION 9.09(vi) shall be deemed to be Indebtedness for purposes of SECTION 9.07(ix)." (g) SCHEDULE 7.02(a) to the Credit Agreement is hereby deleted in its entirety and replaced in lieu thereof with SCHEDULE 7.02(a) attached hereto. 2. Each Lender by its execution of this Amendment Agreement consents to the acquisition by TDC or a Subsidiary of TDC of a controlling interest in Computer 2000 AG upon the terms and conditions described on EXHIBIT 1 attached hereto. Notwithstanding SECTION 8.20 to the contrary, TDC shall have a period of 90 days to provide to the Agent, in form and substance satisfactory to the Agent, a pledge of 65% of the capital stock or ownership interest in the first tier foreign subsidiary of TDC which is the owner, either directly or indirectly, of Computer 2000 AG. 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the Lenders to enter into this Amendment Agreement, the Borrowers hereby represent and warrant that the Credit 3 Agreement has been re-examined by the Borrowers and that except as disclosed by any Borrower in writing to the Lenders as of the date hereof: a. The representations and warranties made by the Borrowers in Article VII thereof are true on and as of the date hereof except that the financial statements referred to in SECTION 7.01 shall be those most recently furnished to the Agent pursuant to SECTION 8.01; b. There has been no material adverse change in the condition, financial or otherwise, of the Borrowers and their Subsidiaries since the date of the most recent financial reports of the Borrowers delivered to the Agent under SECTION 8.01 thereof, other than changes in the ordinary course of business, none of which has been a material adverse change; c. The business and properties of the Borrowers and their Subsidiaries are not, and since the date of the most recent financial reports of the Borrowers delivered to the Agent under SECTION 8.01 thereof, have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and d. After giving effect to this Amendment Agreement, no condition exists which, upon the effectiveness of the amendment contemplated hereby, would constitute a Default or an Event of Default on the part of the Borrowers under the Credit Agreement or the Notes, either immediately or with the lapse of time or the giving of notice, or both. 4. CONDITIONS PRECEDENT. The effectiveness of this Amendment Agreement is subject to the receipt by the Agent of the following: a. twenty-four (24) counterparts of this Amendment Agreement duly executed by the Borrowers, the Guarantors, the Agent and the Required Lenders; and b. copies of all additional agreements, instruments and documents which the Agent may reasonably request, such documents, when appropriate, to be certified by appropriate governmental authorities. All proceedings of the Borrowers relating to the matters provided for herein shall be satisfactory to the Lenders, the Agent and their counsel. 5. ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, condition, representation or warranty, express or implied, not herein set forth shall bind any party hereto, and no one of them has relied on any such promise, condition, representation or warranty. 4 Each of the parties hereto acknowledges that, except as in this Amendment Agreement otherwise expressly stated, no representations, warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Amendment Agreement may be changed, modified, waived or canceled orally or otherwise, except by writing, signed by all the parties hereto, specifying such change, modification, waiver or cancellation of such terms or conditions, or of any preceding or succeeding breach thereof. 6. CONSENT OF GUARANTORS. The Guarantors have joined in the execution of this Amendment Agreement for the purposes of consenting hereto and for the further purpose of confirming their guaranty of Obligations of the Borrowers as provided in the Guaranties. 7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. 8. COUNTERPARTS. This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. 9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. EACH BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND (ii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION. 10. ENFORCEABILITY. Should any one or more of the provisions of this Amendment Agreement be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 11. CREDIT AGREEMENT. All references in any of the Loan Documents to the Credit Agreement shall mean and include the Credit Agreement as amended hereby. 12. SUCCESSORS AND ASSIGNS. This Amendment Agreement shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Agent and their respective successors, assigns and legal representatives; PROVIDED, HOWEVER, that the Borrower, without the prior consent of the Lenders, may not assign any rights, powers, duties or obligations hereunder. 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered in Charlotte by their proper and duly authorized officers as of the day and year first above written. WITNESS: TECH DATA CORPORATION /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - --------------------------- ----------------------------------- /s/ DAVID R. VETTER Name: Jeffery P. Howells - ---------------------------- Title: Executive Vice President of Finance and Chief Financial Officer TECH DATA FRANCE, S.N.C. By: TECH DATA FRANCE, INC., WITNESS: Managing Director /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - --------------------------- ----------------------------------- /s/ DAVID R. VETTER Name: Jeffery P. Howells - ---------------------------- Title: President TECH DATA CANADA INC. WITNESS: /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - --------------------------- ----------------------------------- /s/ DAVID R. VETTER Name: Jeffery P. Howells - ---------------------------- Title: Secretary and Chief Financial Officer 6 MULTICURRENCY FACILITIES GUARANTORS: TECH DATA WORLDWIDE PARTNERS, INC. TECH DATA EDUCATION, INC. TECH DATA LATIN AMERICA, INC. TECH DATA PRODUCT MANAGEMENT, INC. WITNESS: /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - --------------------------- ----------------------------------- /s/ DAVID R. VETTER Name: Jeffery P. Howells - ---------------------------- Title: Executive Vice President of Finance and Chief Financial Officer WITNESS: TECH DATA FINANCE, INC. /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - --------------------------- ----------------------------------- /s/ ELLEN HERMAN Name: Jeffery P. Howells - ---------------------------- Title: President 7 CANADIAN FACILITIES GUARANTORS: TECH DATA CORPORATION TECH DATA WORLDWIDE PARTNER, INC. TECH DATA EDUCATION, INC. TECH DATA LATIN AMERICA, INC. WITNESS: TECH DATA PRODUCT MANAGEMENT, INC. /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - --------------------------- ----------------------------------- /s/ DAVID R. VETTER Name: Jeffery P. Howells - ---------------------------- Title: Executive Vice President of Finance and Chief Financial Officer WITNESS: TECH DATA FINANCE, INC. /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - --------------------------- ----------------------------------- /s/ ELLEN HERMAN Name: Jeffery P. Howells - ---------------------------- Title: President TECH DATA FRANCE, S.N.C. By: TECH DATA FRANCE, INC., Managing Director /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - --------------------------- ----------------------------------- /s/ DAVID R. VETTER Name: Jeffery P. Howells - ---------------------------- Title: Executive Vice President of Finance and Chief Financial Officer 8 NATIONSBANK, NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ TIMOTHY M. O'CONNOR ------------------------------------------- Name: TIMOTHY M. O'CONNOR Title: VICE PRESIDENT 9 CIBC, INC., as Domestic Facilities Lender By: /s/ ELIZABETH FISCHER ------------------------------------------- Name: ELIZABETH FISCHER Title: EXECUTIVE DIRECTOR CIBC Oppenheimer Corp., AS AGENT 10 CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Facilities Lender By: /s/ MAURO SPAGNOLO ------------------------------------------- Name: MAURO SPAGNOLO Title: EXECUTIVE DIRECTOR By: ------------------------------------------- Name: Title: 11 BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH By: /s/ A. BABCOCK ------------------------------------------- Name: A. BABCOCK Title: EXECUTIVE VICE PRESIDENT By: /s/ PAMELA J. GILLONS ------------------------------------------- Name: PAMELA J. GILLONS Title: ASSISTANT TREASURER 12 CREDIT LYONNAIS ATLANTA AGENCY By: /s/ DAVID M. CAWRSE ------------------------------------------- Name: DAVID M. CAWRSE Title: FIRST VICE PRESIDENT & MANAGER 13 DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By: /s/ ANDRE HEITBAUM ------------------------------------------- Name: ANDRE HEITBAUM Title: ASST. VICE PRESIDENT By: /s/ WILLIAM W. MCGINTY ------------------------------------------- Name: WILLIAM W. MCGINTY Title: DIRECTOR 14 THE FIRST NATIONAL BANK OF CHICAGO By: /s/ GAYE C. PLUNKETT ------------------------------------------- Name: GAYE C. PLUNKETT Title: VICE PRESIDENT 15 ROYAL BANK OF CANADA By: /s/ MICHAEL A. COLE ------------------------------------------- Name: MICHAEL A. COLE Title: SENIOR MANAGER 16 THE BANK OF NOVA SCOTIA By: /s/ W.J. BROWN ------------------------------------------- Name: W.J. BROWN Title: VICE PRESIDENT 17 FIRST UNION NATIONAL BANK By: /s/ CHARLIE S. BEVERLY, JR. ------------------------------------------- Name: CHARLIE S. BEVERLY, JR. Title: SVP 18 BANQUE NATIONAL DE PARIS, HOUSTON AGENCY By: /s/ JOHN STACY ------------------------------------------- Name: JOHN STACY Title: VICE PRESIDENT 19 SUNTRUST BANK, TAMPA BAY By: /s/ FRANK A. COE ------------------------------------------- Name: FRANK A. COE Title: VICE PRESIDENT 20 NATEXIS BANQUE (formerly BFCE, New York Branch) By: /s/ PIETER J. VAN TULDER ------------------------------------------- Name: PIETER J. VAN TULDER Title: VICE PRESIDENT AND MANAGER MULTINATIONAL GROUP By: /s/ JOHN RIGO ------------------------------------------- Name: JOHN RIGO Title: AVP 21 THE DAI-ICHI KANGYO BANK, LIMITED ATLANTA AGENCY By: /s/ TATSUJI NOGUCHI ------------------------------------------- Name: TATSUJI NOGUCHI Title: CHIEF REPRESENTATIVE 22 DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ A.R. MORRIS ------------------------------------------- Name: A.R. MORRIS Title: FIRST VP By: /s/ DEBORAH SLUSARCZYK ------------------------------------------- Name: DEBORAH SLUSARCZYK Title: VICE PRESIDENT 23 MELLON BANK, N.A. By: /s/ CHRISTINE PLUMB ------------------------------------------- Name: CHRISTINE PLUMB Title: FIRST VICE PRESIDENT 24 PNC BANK, N.A. (FORMERLY KNOWN AS PNC BANK, KENTUCKY, INC.) By: /s/ JAMES D. NEIL ------------------------------------------- Name: JAMES D. NEIL Title: VICE PRESIDENT 25 AMSOUTH BANK By: /s/ MARIE B. EADDY ------------------------------------------- Name: MARIE B. EADDY Title: VICE PRESIDENT 26 SOUTHTRUST BANK, NATIONAL ASSOCIATION By: /s/ ROBERT B. SAMMARTINO ------------------------------------------- Name: ROBERT B. SAMMARTINO Title: VICE PRESIDENT 27 DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN ISLAND BRANCH By: /s/ J.L. YAGER ------------------------------------------- Name: J.L. YAGER Title: AVP By: /s/ BOBBY RYAN OLIVER, JR. ------------------------------------------- Name: BOBBY RYAN OLIVER, JR. Title: VICE PRESIDENT 28 AMENDMENT AGREEMENT NO. 2 TO THE REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT THIS AMENDMENT AGREEMENT NO. 2 (the "Amendment Agreement"), dated as of June 29, 1998 to the REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT dated as of August 28, 1997 (as amended by Amendment Agreement No. 1 to the Revolving Credit and Reimbursement Agreement dated as of June 29, 1998 and as the same may be amended or modified from time to time, the "Credit Agreement"), made by and among TECH DATA CORPORATION ("TDC") and TECH DATA FRANCE, S.N.C., as Multicurrency Facilities Borrowers, TECH DATA CANADA INC., as Canadian Facilities Borrower (collectively, the "Borrowers"), the financial institutions from time to time party to the Credit Agreement (collectively, the "Lenders"), NATIONSBANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity, the "Agent") and CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Agent. Capitalized terms which are used herein without definition shall have the meaning set forth in the Credit Agreement. W I T N E S S E T H: WHEREAS, the Borrowers, the Lenders, the Agent and the Canadian Agent have entered into the Credit Agreement; and WHEREAS, the Borrowers have requested the Agent and the Lenders consent to a limitation of liability of TD France under the Credit Agreement such that TD France is liable only for Obligations arising as a result of Domestic Loans and Domestic Advances made directly to TD France, and for TD France to change its organizational form and become Tech Data France, S.A. and amend the Credit Agreement as provided herein; and WHEREAS, the Borrowers have requested the Agent and the Lenders consent to the disposition of any one or all of Tech Data Europe Gmbh, Tech Data Acquisition Gmbh or Macrotron AG as may be determined by the Borrowers (as so determined, the "German Entity Disposition") and amend the Credit Agreement as provided herein; and WHEREAS, upon the terms and conditions contained herein the Agent and the Lenders are willing to amend the Credit Agreement; NOW, THEREFORE, in consideration of the premises and conditions herein set forth, it is hereby agreed as follows: 1. CREDIT AGREEMENT AMENDMENT. Subject to the conditions hereof, the Credit Agreement is hereby amended as follows: (a) Section 2.17 is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following: "Section 2.17 ONE LOAN. (a) All Domestic Loans and Domestic Advances by the Multicurrency Facilities Lenders to any Multicurrency Facilities Borrower shall constitute the joint and several general obligation of each of the Multicurrency Facilities Borrowers other than TD France. Each Multicurrency Facilities Borrower other than TD France shall be jointly and severally liable to the Agent and the Multicurrency Facilities Lenders for all Obligations hereunder in respect of Multicurrency Facilities, regardless of whether such Obligations arise as a result of Domestic Advances to such Borrower, it being stipulated and agreed that Domestic Advances hereunder to any Multicurrency Facilities Borrower inure to the benefit of each of the Multicurrency Facilities Borrowers, and that the Multicurrency Facilities Lenders are relying on the joint and several liability of the Multicurrency Facilities Borrowers, other than TD France, in extending credit under the Multicurrency Facilities. Notwithstanding any other provision contained herein to the contrary, TD France shall be liable only for Obligations arising as a result of Domestic Loans and Domestic Advances made directly to TD France. (b) Each Multicurrency Facilities Borrower other than TD France guarantees to the Multicurrency Facilities Lenders the payment in full of all of the Obligations of the other Multicurrency Facilities Borrowers to the Multicurrency Facilities Lenders in respect of Multicurrency Facilities and further guarantees the due performance by each other Multicurrency Facilities Borrower of its respective duties and covenants made in favor of the Agent and the Multicurrency Facilities Lenders hereunder. Each Multicurrency Facilities Borrower agrees that the joint and several liability of the Multicurrency Facilities Borrowers other than TD France shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any modification, release or other alteration of any of the rights of the Agent and the Multicurrency Facilities Lenders with respect to any collateral, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent and the Multicurrency Facilities Lenders with respect to any of the Obligations, nor by any other agreements or arrangements whatever with any other Multicurrency Facilities Borrower, any guarantor or any other Person, each Multicurrency Facilities Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Multicurrency Facilities Borrower, other than TD France, hereunder is direct and unconditional as to all of the Obligations hereunder in respect of the Multicurrency Facilities, and the liability of TD France hereunder is direct and unconditional as to only the Obligations arising as a result of Domestic Loans and Domestic Advances made directly to TD France, and any such liability may be enforced without requiring the Agent or the Multicurrency Facilities 2 Lenders first to resort to any other right, remedy or security; no Multicurrency Facilities Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for any of the Obligations in respect of the Multicurrency Facilities, unless and until all of said Obligations have been paid in full." 2. Each Lender by its execution of this Amendment Agreement consents to, and waives any Default or Event of Default under Sections 9.09, 10.01(d) or 10.01 (n) of the Credit Agreement as a result of, each of the following events: (a) The German Entity Disposition by TDC or a Subsidiary of TDC; (b) Upon the effectiveness of the German Entity Disposition in the event such disposed entity is Tech Data Europe Gmbh, the release by the Agent of certain capital stock of Tech Data Europe Gmbh presently pledged to the Agent, for itself and for the benefit of the Lenders, by TDC pursuant to that certain Pledge of Shares dated as of August 28, 1997, by TDC in favor of the Agent for the benefit of the Lenders; and (c) The change in organizational form of Tech Data France, S.N.C., to become Tech Data France, S.A., provided that Tech Data France, S.A. is the successor as a matter of law or by written agreement satisfactory to the Agent, to all Obligations of Tech Data France, S.N.C. existing immediately prior to such change and provided further, that Borrowers shall deliver to the Agent an opinion of counsel to the Borrowers satisfactory in form and substance to the Agent as to the validity of such succession or assumption of Obligations, as the case may be. 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the Lenders to enter into this Amendment Agreement, the Borrowers hereby represent and warrant that the Credit Agreement has been re-examined by the Borrowers and that except as disclosed by any Borrower in writing to the Lenders as of the date hereof: (a) The representations and warranties made by the Borrowers in Article VII thereof are true on and as of the date hereof except that the financial statements referred to in SECTION 7.01 shall be those most recently furnished to the Agent pursuant to SECTION 8.01; (b) There has been no material adverse change in the condition, financial or otherwise, of the Borrowers and their Subsidiaries since the date of the most recent financial reports of the Borrowers delivered to the Agent under SECTION 8.01 thereof, other than changes in the ordinary course of business, none of which has been a material adverse change; (c) The business and properties of the Borrowers and their Subsidiaries are not, and since the date of the most recent financial reports of the Borrowers delivered to the 3 Agent under SECTION 8.01 thereof, have not been, adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and (d) After giving effect to this Amendment Agreement, no condition exists which, upon the effectiveness of the amendment contemplated hereby, would constitute a Default or an Event of Default on the part of the Borrowers under the Credit Agreement or the Notes, either immediately or with the lapse of time or the giving of notice, or both. 4. CONDITIONS PRECEDENT. The effectiveness of this Amendment Agreement is subject to the receipt by the Agent of the following: (a) twenty-four (24) counterparts of this Amendment Agreement duly executed by all signatories hereto; and (b) copies of all additional agreements, instruments and documents which the Agent may reasonably request, such documents, when appropriate, to be certified by appropriate governmental authorities. All proceedings of the Borrowers relating to the matters provided for herein shall be satisfactory to the Lenders, the Agent and their counsel, which satisfaction shall be evidenced by the execution and delivery of the applicable signature page for such Lender or the Agent. 5. ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, condition, representation or warranty, express or implied, not herein set forth shall bind any party hereto, and no one of them has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as in this Amendment Agreement otherwise expressly stated, no representations, warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Amendment Agreement may be changed, modified, waived or canceled orally or otherwise, except by writing, signed by all the parties hereto, specifying such change, modification, waiver or cancellation of such terms or conditions, or of any preceding or succeeding breach thereof. 6. CONSENT OF GUARANTORS. The Guarantors have joined in the execution of this Amendment Agreement for the purposes of consenting hereto and for the further purpose of confirming their guaranty of Obligations of the Borrowers as provided in the Guaranties. 7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. 4 8. COUNTERPARTS. This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. 9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. EACH BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND (ii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION. 10. ENFORCEABILITY. Should any one or more of the provisions of this Amendment Agreement be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 11. CREDIT AGREEMENT. All references in any of the Loan Documents to the Credit Agreement shall mean and include the Credit Agreement as amended hereby. 12. SUCCESSORS AND ASSIGNS. This Amendment Agreement shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Agent and their respective successors, assigns and legal representatives; PROVIDED, HOWEVER, that the Borrower, without the prior consent of the Lenders, may not assign any rights, powers, duties or obligations hereunder. 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered in Charlotte by their proper and duly authorized officers as of the day and year first above written. WITNESS: TECH DATA CORPORATION /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - -------------------------- ------------------------------------------- /s/ DAVID R. VETTER Name: JEFFERY P. HOWELLS - -------------------------- Title: EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER TECH DATA FRANCE, S.N.C. /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - -------------------------- ------------------------------------------- /s/ DAVID R. VETTER Name: JEFFERY P. HOWELLS - -------------------------- Title: EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER TECH DATA CANADA INC. WITNESS: /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - -------------------------- ------------------------------------------- /s/ DAVID R. VETTER Name: JEFFERY P. HOWELLS - -------------------------- Title: SECRETARY AND CHIEF FINANCIAL OFFICER 6 MULTICURRENCY FACILITIES GUARANTORS: TECH DATA WORLDWIDE PARTNERS, INC. TECH DATA EDUCATION, INC. TECH DATA LATIN AMERICA, INC. TECH DATA PRODUCT MANAGEMENT, INC. WITNESS: /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - -------------------------- ------------------------------------------- /s/ DAVID R. VETTER Name: JEFFERY P. HOWELLS - -------------------------- Title: EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER WITNESS: TECH DATA FINANCE, INC. /s/ ARTHUR W. SINGLETON By: /s/ JEFFERY P. HOWELLS - -------------------------- ------------------------------------------- /s/ ELLEN HERMAN Name: JEFFERY P. HOWELLS - -------------------------- Title: PRESIDENT 7 CANADIAN FACILITIES GUARANTORS: TECH DATA CORPORATION TECH DATA WORLDWIDE PARTNER, INC. TECH DATA EDUCATION, INC. TECH DATA LATIN AMERICA, INC. WITNESS: TECH DATA PRODUCT MANAGEMENT, INC. /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - -------------------------- ------------------------------------------- /s/ DAVID R. VETTER Name: JEFFERY P. HOWELLS - -------------------------- Title: EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER WITNESS: TECH DATA FINANCE, INC. /s/ ARTHUR W. SINGLETON By: /s/ JEFFERY P. HOWELLS - -------------------------- ------------------------------------------- /s/ ELLEN HERMAN Name: JEFFERY P. HOWELLS - -------------------------- Title: PRESIDENT TECH DATA FRANCE, S.N.C. By: TECH DATA FRANCE, INC., Managing Director /s/ HEIDI S. LLOYD By: /s/ JEFFERY P. HOWELLS - -------------------------- ------------------------------------------- /s/ DAVID R. VETTER Name: JEFFERY P. HOWELLS - -------------------------- Title: EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER 8 NATIONSBANK, NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ TIMOTHY M. O'CONNOR ------------------------------------------- Name: TIMOTHY M. O'CONNOR Title: VICE PRESIDENT 9 CIBC, INC., as Domestic Facilities Lender By: /s/ ELIZABETH FISCHER ------------------------------------------- Name: ELIZABETH FISCHER Title: EXECUTIVE DIRECTOR CIBC Oppenheimer Corp., AS AGENT 10 CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Facilities Lender By: /s/ MAURO SPAGNOLO ------------------------------------------- Name: MAURO SPAGNOLO Title: EXECUTIVE DIRECTOR By: ------------------------------------------- Name: Title: 11 BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH By: /s/ A. BABCOCK ------------------------------------------- Name: A.BABCOCK Title: EVP By: /s/ PAMELA J. GILLONS ------------------------------------------- Name: PAMELA J. GILLONS Title: ASSISTANT TREASURER 12 CREDIT LYONNAIS ATLANTA AGENCY By: /s/ DAVID M. CAWRSE ------------------------------------------- Name: DAVID M. CAWRSE Title: FIRST VICE PRESIDENT & MANAGER 13 DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By: /s/ ANDRE HEITBAUM ------------------------------------------- Name: ANDRE HEITBAUM Title: ASST. VICE PRESIDENT By: /s/ WILLIAM W. MCGINTY ------------------------------------------- Name: WILLIAM W. MCGINTY Title: DIRECTOR 14 THE FIRST NATIONAL BANK OF CHICAGO By: /s/ GAYE C. PLUNKETT ------------------------------------------- Name: GAYE C. PLUNKETT Title: VICE PRESIDENT 15 ROYAL BANK OF CANADA By: /s/ MICHAEL A. COLE ------------------------------------------- Name: MICHAEL A. COLE Title: SENIOR MANAGER 16 THE BANK OF NOVA SCOTIA By: /s/ W.J. BROWN ------------------------------------------- Name: W.J. BROWN Title: VICE PRESIDENT 17 FIRST UNION NATIONAL BANK By: /s/ CHARLIE S. BEVERLY, JR. ------------------------------------------- Name: CHARLIE S. BEVERLY, JR. Title: SVP 18 BANQUE NATIONAL DE PARIS, HOUSTON AGENCY By: /s/ JOHN STACY ------------------------------------------- Name: JOHN STACY Title: VICE PRESIDENT 19 SUNTRUST BANK, TAMPA BAY By: /s/ FRANK A. COE ------------------------------------------- Name: FRANK A. COE Title: VICE PRESIDENT 20 NATEXIS BANQUE (formerly BFCE, New York Branch) By: /s/ PIETER J. VAN TULDER ------------------------------------------- Name: PIETER J. VAN TULDER Title: VICE PRESIDENT AND MANAGER MULTINATIONAL GROUP By: /s/ JOHN RIGO ------------------------------------------- Name: JOHN RIGO Title: AVP 21 THE DAI-ICHI KANGYO BANK, LIMITED ATLANTA AGENCY By: /s/ TATSUJI NOGUCHI ------------------------------------------- Name: TATSUJI NOGUCHI Title: CHIEF REPRESENTATIVE 22 DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ A.R. MORRIS ------------------------------------------- Name: A.R. MORRIS Title: FIRST VP By: /s/ DEBORAH SLUSARCZYK ------------------------------------------- Name: DEBORAH SLUSARCZYK Title: VICE PRESIDENT 23 MELLON BANK, N.A. By: /s/ CHRISTINE PLUMB ------------------------------------------- Name: CHRISTINE PLUMB Title: FIRST VICE PRESIDENT 24 PNC BANK, N.A. (FORMERLY KNOWN AS PNC BANK, KENTUCKY, INC.) By: /s/ JAMES D. NEIL ------------------------------------------- Name: JAMES D. NEIL Title: VICE PRESIDENT 25 AMSOUTH BANK ATLANTA AGENCY By: /s/ MARIE B. EADDY ------------------------------------------- Name: MARIE B. EADDY Title: VICE PRESIDENT 26 SOUTHTRUST BANK, NATIONAL ASSOCIATION By: /s/ ROBERT V. SAMMARTINO ------------------------------------------- Name: ROBERT V. SAMMARTINO Title: VICE PRESIDENT 27 DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN ISLAND BRANCH By: /s/ J.L. YAGER ------------------------------------------- Name: J.L. YAGER Title: AVP By: /s/ BOBBY RYAN OLIVER, JR. ------------------------------------------- Name: BOBBY RYAN OLIVER, JR. Title: VICE PRESIDENT 28 EX-10.XX 3 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 David Vetter, 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 Arthur W. Singleton, 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/ JEFFERY P. HOWELLS ------------------------------------------- Name: Jeffery P. Howells Title: President TECH DATA CORPORATION, as Collection Agent and Guarantor By: /s/ JEFFERY P. HOWELLS ------------------------------------------- Name: Jeffery P. Howells Title: Executive Vice President and Chief Finnacial Officer NATIONSBANK, N.A., as Agent By: /s/ MICHELLE M. HEATH ------------------------------------------- Name: MICHELLE M. HEATH 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/ MICHELLE M. HEATH ---------------------------------- Name: MICHELLE M. HEATH Title: SENIOR VICE PRESIDENT 6 PNC BANK, N.A., as Bank Investor Commitment: $20,000,000 By: /s/ JAMES NEIL ---------------------------------- Name: JAMES NEIL 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/ TATSUJI NOGUCHI ---------------------------------- Name: TATSUJI NOGUCHI Title: CHIEF REPRESENTATIVE 9 THE FUJI BANK, LIMITED, as Bank Investor Commitment: $15,000,000 By: /s/ RAYMOND VENTURA ---------------------------------- Name: RAYMOND VENTURA Title: VICE PRESIDENT & MANAGER 10 ROYAL BANK OF CANADA, as Bank Investor Commitment: $50,000,000 By: /s/ TOM DEAN ---------------------------------- Name: TOM DEAN Title: SENIOR MANAGER By: /s/ DANIELLE BONICA ---------------------------------- Name: DANIELLE BONICA Title: ASSISTANT 11 THE BANK OF NOVA SCOTIA, as Bank Investor Commitment: $30,000,000 By: /s/ W.J. BROWN ---------------------------------- Name: W.J. BROWN Title: VICE PRESIDENT 12 THE SUMITOMO BANK, LIMITED as Bank Investor Commitment: $15,000,000 By: /s/ YASUO MIYAZAWA ---------------------------------- Name: YASUO MIYAZAWA 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 David Vetter, 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 Arthur W. Singleton, 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/ ANDREW L. STIDD --------------------------------------------- Name: Andrew L. Stidd Title: President TECH DATA FINANCE, INC., as Transferor By: /s/ ARTHUR W. SINGLETON --------------------------------------------- Name: Arthur W. Singleton Title: Vice President, Chief Financial Officer & Secretary TECH DATA CORPORATION, as Collection Agent and Guarantor By: /s/ ARTHUR W. SINGLETON --------------------------------------------- Name: Arthur W. Singleton Title: Vice President, Treasurer and Secretary NATIONSBANK, N.A., as Agent By: /s/ STAN MEIHAUS --------------------------------------------- Name: Stan Meihaus 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/ STAN MEIHAUS ---------------------------------- Name: STAN MEIHAUS Title: VICE PRESIDENT 6 CREDIT LYONNAIS NEW YORK BRANCH, as Bank Investor Old Commitment: $30,000,000 New Commitment: $102,000,000 By: /s/ DAVID C. FINK ---------------------------------- Name: DAVID C. FINK Title: MANAGING DIRECTOR 7 ROYAL BANK OF CANADA, as Bank Investor Commitment: $50,000,000 By: /s/ TOM DEAN ---------------------------------- Name: TOM DEAN Title: SR MGR 8 THE BANK OF NOVA SCOTIA, as Bank Investor Commitment: $30,000,000 By: /s/ WILLIAM E. ZARRETT ---------------------------------- Name: WILLIAM E. ZARRETT 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/ ANDREW L. STIDD ---------------------------------------- Name: Andew L. Stidd Title: President TECH DATA FINANCE, INC., as Transferor By: /s/ ARTHUR W. SINGLETON ---------------------------------------- Name: Arthur W. Singleton Title: Vice President, CFO and Secretary TECH DATA CORPORATION, as Collection Agent and Guarantor By: /s/ ARTHUR W. SINGLETON ---------------------------------------- Name: Arthur W. Singleton Title: Vice President, Treasurer and Secretary NATIONSBANK, N.A., as Agent By: /s/ STAN MEIHAUS ---------------------------------------- Name: Stan Meihaus 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/ STAN MEIHAUS ---------------------------------- Name: STAN MEIHAUS Title: VICE PRESIDENT 5 CREDIT LYONNAIS NEW YORK BRANCH, as Bank Investor Commitment: $102,000,000 By: /s/ DAVID C. FINK ---------------------------------- Name: DAVID C. FINK Title: MANAGING DIRECTOR 6 ROYAL BANK OF CANADA, as Bank Investor Commitment: $50,000,000 By: /s/ TOM DEAN ---------------------------------- Name: TOM DEAN Title: SR MANAGER 7 THE BANK OF NOVA SCOTIA, as Bank Investor Old Commitment: $30,000,000 Commitment: $153,000,000 By: /s/ W. BROWN ---------------------------------- Name: Title: 8 EX-21.3 4 EXHIBIT 21(3) TECH DATA CORPORATION SUBSIDIARIES OF THE REGISTRANT
STATE OR OTHER NAME OF PERCENTAGE JURISDICTION OF SUBSIDIARY OWNED INCORPORATION - ----------------------------------- --------------- --------------------------- Computer 2000 AG 99% Germany Tech Data Canada Inc. 100% Ontario, Canada Tech Data Education, Inc. 100% Florida Tech Data Finance, Inc. 100% California Tech Data France, SNC 100% France Tech Data Latin America, Inc. 100% Florida Tech Data Pacific, Inc. 100% Florida Tech Data Product Management, Inc. 100% Florida
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