-----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, Gla2ylz6E2yqn6jD6opIBI+q3jDZ9ttsnEf+5ThEL0wuTECTcpeI1y0LwLt/Y72M EkRcWwxkGHEf/YyfXekl0A== /in/edgar/work/20000601/0001016843-00-000445/0001016843-00-000445.txt : 20000919 0001016843-00-000445.hdr.sgml : 20000919 ACCESSION NUMBER: 0001016843-00-000445 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000131 FILED AS OF DATE: 20000601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECH DATA CORP CENTRAL INDEX KEY: 0000790703 STANDARD INDUSTRIAL CLASSIFICATION: [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: 647906 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 0001.txt ================================================================================ 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, 2000 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 of incorporation or organization) Identification Number) 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 April 28, 2000: $2,063,000,000 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 APRIL 28, 2000 ----- ---------------------------- Common stock, par value $.0015 per share 52,945,898 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, 2000 filed on May 1, 2000. 1 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, 2000 filed on May 1, 2000. (b) The Company filed the following reports on Form 8-K during the fiscal year ended January 31, 2000: None (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. 10-EE(10)--Retirement Savings Plan as amended January 26, 1994. 10-FF(9)-- Revolving Credit and Reimbursement Agreement dated December 22, 1993. 2 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(17)--Amendments (Nos. 1-2) to the Revolving Credit and Reimbursement Agreement dated August 28, 1997, as amended. 10-XX(17)--Amendments (Nos. 4-6) to the Amended and Restated Transfer and Administration Agreement dated January 21, 1997, as amended. 10-YY(18)--Second Amended and Restated Trasfer and Administration Agreement dated February 10, 1999. 10-ZZ(3) --Amendments (Nos. 1,2) to Second Amended and Restated Transfer and Administration Agreement. 21(3) --Subsidiaries of Registrant. 27(19) --Financial Data Schedule (included in the electronic version only). 99-A(19) --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. (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. 3 (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. (18) Incorporated by reference to the Exhibits included in the Company's Form 10-Q for the quarter ended July 31, 1999, File No. 0-14625. (19) Incorporated by reference to the Exhibits included in the Company's Form 10-K for the year ended January 31, 2000, File No. 0-14625. 4 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 June 1, 2000. 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, 2000 - ------------------------------- Chief Executive Officer Steven A. Raymund /s/ JEFFERY P. HOWELLS Executive Vice President and June 1, 2000 - ------------------------------- Chief Financial Officer; Director Jeffery P. Howells (principal financial officer) /s/ JOSEPH B. TREPANI Senior Vice President and Corporate June 1, 2000 - ------------------------------- Controller (principal accounting officer) Joseph B. Trepani /s/ ARTHUR W. SINGLETON Corporate Vice President, Treasurer June 1, 2000 - ------------------------------- and Secretary Arthur W. Singleton /s/ CHARLES E. ADAIR Director June 1, 2000 - ------------------------------- Charles E. Adair /s/ MAXIMILIAN ARDELT Director June 1, 2000 - ------------------------------- Maximilian Ardelt /s/ JAMES M. CRACCHIOLO Director June 1, 2000 - ------------------------------- James M. Cracchiolo /s/ DANIEL M. DOYLE Director June 1, 2000 - ------------------------------- Daniel M. Doyle /s/ EDWARD C. RAYMUND Director; Chairman Emeritus June 1, 2000 - ------------------------------- Edward C. Raymund /s/ KATHY MISUNAS Director June 1, 2000 - ------------------------------- Kathy Misunas /s/ DAVID M. UPTON Director June 1, 2000 - ------------------------------- David M. Upton /s/ JOHN Y. WILLIAMS Director June 1, 2000 - ------------------------------- John Y. Williams
5 EX-10.ZZ(3) 2 0002.txt EXHIBIT 10.ZZ(3) AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of November 9, 1999, among TECH DATA CORPORATION, a Florida corporation ("Tech Data"), as collection agent and guarantor (in such capacities, the "Collection Agent" and the "Guarantor", respectively), TECH DATA FINANCE, INC., a California corporation, as transferor (in such capacity, the "Transferor"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Enterprise"), ATLANTIC ASSET SECURITIZATION CORP. ("Atlantic"), a Delaware corporation, LIBERTY STREET FUNDING CORP. ("Liberty"), a Delaware corporation, CREDIT LYONNAIS NEW YORK BRANCH, a branch duly licensed under the laws of the State of New York of a banking corporation organized and existing under the laws of the Republic of France ("Credit Lyonnais"), as an Atlantic Bank Investor and as agent for Atlantic and the Atlantic Bank Investors (in such capacity, the "Atlantic Agent"), 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") and BANK OF AMERICA, N.A. (as successor by merger to NationsBank, N.A.), a national banking association ("Bank of America"), as agent for Enterprise, Atlantic, Liberty, the Enterprise Bank Investors, the Atlantic Bank Investors and the Liberty Bank Investors (in such capacity, the "Agent"), as an Enterprise Bank Investor and as agent for Enterprise and the Enterprise Bank Investors (in such capacity, the "Enterprise Agent"), amending that certain Second Amended and Restated Transfer and Administration Agreement dated as of February 10, 1999, and as amended to the date hereof (the "Existing Agreement" and said agreement as amended by this Amendment, the "Agreement" ). WHEREAS, the Transferor has requested that the Investors and the Agent agree to an increase in (i) the Atlantic Facility Limits, Enterprise Facility Limits and Liberty Facility Limits, (ii) the Atlantic Maximum Net Investments, the Enterprise Maximum Net Investments and the Liberty Maximum Net Investments and (iii) the Atlantic Loss Reserves, the Enterprise Loss Reserves and the Liberty Loss Reserves under the Existing 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 Existing 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 Bank Investors whose Commitments are being increased hereby are Bank of America, N.A., The Bank of Nova Scotia and Credit Lyonnais New York Branch; and WHEREAS, capitalized terms used herein shall have the meanings assigned to such terms in the Existing 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 "Atlantic Facility Limit" is hereby amended by deleting the amount "$102,000,000" in the text thereof and replacing it with the amount "$132,600,000". (b) The definition of "Atlantic Loss Reserve" is hereby amended by deleting the amount "$8,000,000" in the text thereof and replacing it with the amount "$10,400,000". (c) The definition of "Atlantic Maximum Net Investment" is hereby amended by deleting the amount "$100,000,000" in the text thereof and replacing it with the amount "$130,000,000". (d) The definition of "Enterprise Facility Limit" is hereby amended by deleting the amount "$255,000,000" in the text thereof and replacing it with the amount "$331,500,000". (e) The definition of "Enterprise Loss Reserve" is hereby amended by deleting the amount "$20,000,000" in the text thereof and replacing it with the amount "$26,000,000". 2 (f) The definition of "Enterprise Maximum Net Investment" is hereby amended by deleting the amount "$250,000,000" in the text thereof and replacing it with the amount "$325,000,000". (g) The definition of "Liberty Facility Limit" is hereby amended by deleting the amount "$153,00,000" in the text thereof and replacing it with the amount "$198,900,000". (h) The definition of "Liberty Loss Reserve" is hereby amended by deleting the amount "$12,000,000" in the text thereof and replacing it with the amount "$15,600,000". (i) The definition of "Liberty Maximum Net Investment" is hereby amended by deleting the amount "$150,000,000" in the text thereof and replacing it with the amount "$195,000,000". SECTION 2. Commitments. Effective as of the date hereof, the Commitment of the Bank Investors shall be as set forth opposite their respective signatures on the signature pages hereto. SECTION 3. 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 delivered to the Agent; (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 Enterprise, Liberty, Atlantic, the Enterprise Agent, the Liberty Agent, the Atlantic Agent, 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)), (ii) the Articles of Incorporation of the Transferor and of TechData certified by the Secretary of State or other similar official of the Transferor's and Tech Data's 3 respective jurisdictions of incorporation and (iii) 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 4. REPRESENTATIONS AND WARRANTIES. The Transferor hereby makes to Enterprise, Liberty and Atlantic, on and as of the date hereof, all of the representations and warranties set forth in Section 3.1 of the Existing Agreement. In addition, the Collection Agent and the Guarantor hereby make to Enterprise, Liberty and Atlantic, on the date hereof, all the representations and warranties set forth in Section 3.3 of the Existing Agreement. SECTION 5. AMENDMENT AND WAIVER. No provision hereof may be amended, waived, supplemented, restated, discharged or terminated without the written consent of the Transferor, Enterprise, Liberty, Atlantic, the Enterprise Agent, the Liberty Agent, the Atlantic Agent, the Agent and the Majority Investors. SECTION 6. 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 Enterprise, Liberty and Atlantic. SECTION 7. 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. 4 SECTION 8. 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 10. RATIFICATION. Except as expressly affected by the provisions hereof, the Existing 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 Existing Agreement to "this Agreement", "hereunder", "herein" or words of like import shall mean and be a reference to the Existing Agreement as amended by this Amendment. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 5 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above. ENTERPRISE FUNDING CORPORATION, By: /s/ KEVIN O. BURNS --------------------------------- Name: Kevin P. Burns Title: Vice President ATLANTIC ASSET SECURITIZATION CORP. By: CREDIT LYONNAIS NEW YORK BRANCH, as attorney-in-fact By: /s/ [ILLEGIBLE] --------------------------------- Name: [ILLEGIBLE] Title: Vice President LIBERTY STREET FUNDING CORP. 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 and Secretary 6 TECH DATA CORPORATION, as Collection Agent and Guarantor By: /s/ ARTHUR W. SINGTON --------------------------------- Name: Arthur W. Singleton Title: Vice President, Treasurer and Secretary COMMITMENT BANK OF AMERICA, N.A., as Agent, $281,500,000 Enterprise Agent and as an Enterprise Bank Investor By: /s/ STAN MEIHAUS --------------------------------- Name: Stan Meihaus Title: Principal COMMITMENT CREDIT LYONNAIS NEW YORK BRANCH, $132,600,000 as Atlantic Agent and as an Atlantic Bank Investor By: /s/ [ILLEGIBLE] --------------------------------- Name: [ILLEGIBLE] Title: Vice President COMMITMENT THE BANK OF NOVA SCOTIA, as Liberty $198,900,000 Agent and as a Liberty Bank Investor By: /s/ [ILLEGIBLE] --------------------------------- Name: [ILLEGIBLE] Title: Director 7 Consented and agreed to this 9th day of November, 1999 COMMITMENT THE ROYAL BANK OF CANADA, as an $50,000,000 Enterprise Bank Investor By: /s/ THOMAS C. [ILLEGIBLE] --------------------------------- Name: Thomas C. [ILLEGIBLE] Title: Senior Manager 8 AMENDMENT NUMBER 2 TO SECOND AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT AMENDMENT NUMBER 2 TO SECOND AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this "AMENDMENT"), dated as of February 9, 2000, among TECH DATA CORPORATION, a Florida corporation ("TECH DATA"), as collection agent and guarantor (in such capacities, the "COLLECTION AGENT" and the "GUARANTOR", respectively), TECH DATA FINANCE, INC., a California corporation, as transferor (in such capacity, the "TRANSFEROR"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation ("ENTERPRISE"), ATLANTIC ASSET SECURITIZATION CORP. ("ATLANTIC"), a Delaware corporation, LIBERTY STREET FUNDING CORP. ("LIBERTY"), a Delaware corporation, CREDIT LYONNAIS NEW YORK BRANCH, a branch duly licensed under the laws of the State of New York of a banking corporation organized and existing under the laws of the Republic of France ("CREDIT LYONNAIS"), as an Atlantic Bank Investor and as agent for Atlantic and the Atlantic Bank Investors (in such capacity, the "ATLANTIC AGENT"), 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") and BANK OF AMERICA, N.A. (as successor by merger to NationsBank, N.A.), a national banking association ("BANK OF AMERICA"), as agent for Enterprise, Atlantic, Liberty, the Enterprise Bank Investors, the Atlantic Bank Investors and the Liberty Bank Investors (in such capacity, the "AGENT"), as an Enterprise Bank Investor and as agent for Enterprise and the Enterprise Bank Investors (in such capacity, the "ENTERPRISE AGENT"), amending that certain Second Amended and Restated Transfer and Administration Agreement dated as of February 10, 1999, and as amended to the date hereof (the "EXISTING AGREEMENT" and said agreement as amended by this Amendment, the "AGREEMENT" ). WHEREAS, the Transferor has requested that the Investors and the Agent agree to extend the Enterprise Commitment Termination Date, the Liberty Commitment Termination Date and the Atlantic Commitment Termination Date, and to make certain other amendments; WHEREAS, on the terms and conditions set forth herein, the parties hereto consent to such amendments; WHEREAS, the Existing 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 extended hereby; WHEREAS, the Bank Investors whose Commitments are being extended hereby are Bank of America, N.A., The Bank of Nova Scotia, Credit Lyonnais New York Branch and Banque Nationale de Paris; and WHEREAS, the Bank One, NA will become an Enterprise Bank Investor to the Agreement as of the date hereof; WHEREAS, capitalized terms used herein shall have the meanings assigned to such terms in the Existing 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 "Atlantic Commitment Termination Date" is hereby amended by deleting the date "February 9, 2000" in the text thereof and replacing it with the date "May 9, 2000". (b) The definition of "Enterprise Commitment Termination Date" is hereby amended by deleting the date "February 9, 2000" in the text thereof and replacing it with the date "May 9, 2000". (c) The definition of "Liberty Commitment Termination Date" is hereby amended by deleting the date "February 9, 2000" in the text thereof and replacing it with the amount "May 9, 2000". (d) The definition of "Applicable Margin" is hereby deleted in its entirety. (e) The definition of "CD Rate" is hereby amended to delete the reference to "the Applicable Margin" contained therein and to substitute a reference of "1.50%" therefor. 2 (f) The definition of "Eurodollar Rate" is hereby amended to delete the reference to "the Applicable Margin" contained therein and to substitute a reference of "1.25%" therefor. SECTION 2. AMENDMENTS TO THE EXISTING AGREEMENT. Section 5.3(a)(iii) is hereby amended to delete the words "and showing all information necessary in order to determine the Applicable Margin" contained at the end of the section thereof. Section 7.2(a) is hereby amended to delete the words "the Majority Investors" contained therein and to substitute the words "at least 51% of the aggregate Commitments of the Enterprise Bank Investors, Atlantic Bank Investors and the Liberty Bank Investors" therefor. SECTION 3. COMMITMENTS. Effective as of the date hereof, the Commitment of the Bank Investors shall be as set forth opposite their respective signatures on the signature pages hereto. SECTION 4. CONDITIONS PRECEDENT. This Amendment shall not become effective until the Agent shall have received seven (7) duly executed copies of this Amendment from each party hereto. SECTION 5. REPRESENTATIONS AND WARRANTIES. The Transferor hereby makes to each Investor and the Agent, on and as of the date hereof, all of the representations and warranties set forth in Section 3.1 of the Existing Agreement. In addition, the Collection Agent and the Guarantor hereby make to each Investor and the Agent, on the date hereof, all the representations and warranties set forth in Section 3.3 of the Existing Agreement. SECTION 6. AMENDMENT AND WAIVER. No provision hereof may be amended, waived, supplemented, restated, discharged or terminated without the written consent of the Transferor, Enterprise, Liberty, Atlantic, the Enterprise Agent, the Liberty Agent, the Atlantic Agent, the Agent and the Majority Investors. SECTION 7. 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 3 assign any of its rights or delegate any of its duties under this Amendment without the prior written consent of the Agent and the Majority Investors. SECTION 8. 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 9. 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 10. 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 11. RATIFICATION. Except as expressly affected by the provisions hereof, the Existing 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 Existing Agreement to "this Agreement", "hereunder", "herein" or words of like import shall mean and be a reference to the Existing 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, By: /s/ BERNARD J. ANGELO -------------------------------- Name: Bernard J. Angelo Title: Vice President ATLANTIC ASSET SECURITIZATION CORP. By: CREDIT LYONNAIS NEW YORK BRANCH, as attorney-in-fact By: /s/ [ILLEGIBLE] --------------------------------- Name: [ILLEGIBLE] Title: Director LIBERTY STREET FUNDING CORP. 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, CFO and Secretary 5 TECH DATA CORPORATION, as Collection Agent and Guarantor By: /s/ ARTHUR W. SINGLETON --------------------------------- Name: Arthur W. Singleton Title: Vice President, Treasurer and Secretary COMMITMENT BANK OF AMERICA, N.A., as Agent, $281,500,000 Enterprise Agent and as an Enterprise Bank Investor By: /s/ CHRIS PARRISH --------------------------------- Name: Chris Parrish Title: Vice President COMMITMENT CREDIT LYONNAIS NEW YORK BRANCH, $117,600,000 as Atlantic Agent and as an Atlantic Bank Investor By: /s/ [ILLEGIBLE] --------------------------------- Name: [ILLEGIBLE] Title: Director COMMITMENT THE BANK OF NOVA SCOTIA, as Liberty $198,900,000 Agent and as a Liberty Bank Investor By: /s/ [ILLEGIBLE] --------------------------------- Name: [ILLEGIBLE] Title: 6 Consented and agreed to this 9th day of February, 2000 COMMITMENT BANK ONE, NA (Main Office Chicago), $50,000,000 as an Enterprise Bank Investor By: /s/ JULIE C. BENDA --------------------------------- Name: Julie C. Benda Title: Vice President COMMITMENT BANQUE NATIONALE DE PARIS, as an $15,000,000 Atlantic Bank Investor By: /s/ JOHN STACY --------------------------------- Name: John Stacy Title: SVP 7 EX-21.(3) 3 0003.txt EXHIBIT 21.(3) TECH DATA CORPORATION SUBSIDIARIES OF THE REGISTRANT STATE OR OTHER NAME OF PERCENTAGE JURISDICTION OF SUBSIDIARY OWNED INCORPORATION - ------------------------------ --------------- ------------------------ Computer 2000 AG(1) 99% Germany Tech Data Canada Inc. 100% Canada Tech Data Education, Inc. 100% Florida Tech Data Finance SPV, Inc. 100% Delaware Tech Data International Finance Holding, Inc.(2) 100% Delaware Tech Data Latin America, Inc. 100% Florida Tech Data Product Management, Inc. 100% Florida Tech Data Worldwide Partner, Inc.(3) 100% Florida - --------------- (1) Owns directly or indirectly 45 subsidiaries operating in various international jurisdictions. (2) Owns directly or indirectly 5 subsidiaries operating in various international jurisdictions. (3) Owns directly or indirectly 3 subsidiaries operating in various international jurisdictions. -----END PRIVACY-ENHANCED MESSAGE-----