8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 27, 2004

(Date of earliest event reported)

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

Florida	0-14625	59-1578329
(State of Incorporation)	(Commission File Number)	(IRS employer Identification No.)

5350 Tech Data Drive

Clearwater, Florida, 33760

(Address of principal executive offices)

727-539-7429

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01(a). Entry into a Material Definitive Agreement.

On August 27, 2004, Tech Data Corporation entered into an amendment to its Transfer and Administrative Agreement dated as May 19, 2000. Parties to the amendment are, TECH DATA CORPORATION, as collection agent, TECH DATA FINANCE SPV, INC., as transferor, YC SUSI TRUST (“SUSI Issuer), LIBERTY STREET FUNDING CORP. (“Liberty”), AMSTERDAM FUNDING CORPORATION (“AFC”), FALCON ASSET SECURITIZATION CORPORATION (“Falcon”) and collectively with SUSI Issuer, Liberty, and AFC, the “Class Conduits”), THE BANK OF NOVA SCOTIA, (“Scotia Bank”), as a Liberty Bank Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the “Liberty Agent”), ABN AMRO BANK N.V., (“ABN AMRO”), as an AFC Bank Investor and as agent for AFC and the AFC Bank Investors (in such capacity, the “AFC Agent”), BANK ONE, NA (“Bank One”), as a Falcon Bank Investor and as agent for Falcon and the Falcon Bank Investors (in such capacity, the “Falcon Agent”) and BANK OF AMERICA, NATIONAL ASSOCIATION, (“Bank of America”), as agent for SUSI Issuer, Liberty, AFC, Falcon, the Liberty Bank Investors, the AFC Bank Investors and the Falcon Bank Investors (in such capacity, the “Administrative Agent”), as a SUSI Issuer Bank Investor, as agent for SUSI Issuer and the SUSI Issuer Bank Investors (in such capacity, the “SUSI Issuer Agent”).

Under the terms of the amendment the definitions for the “Commitment Termination Date” and “Dilution Reserve Ratio” were deleted and replaced with the following:

““Dilution Reserve Ratio” means, at any time on or before December 31, 2004, an amount equal to the product of (i) two (2) and (ii) the highest Dilution Ratio as of the last day of any of the preceding six (6) months and, at any time after December 31, 2004, the greater of (a) the product of (i) two (2) and (ii) the highest Dilution Ratio as of the last day of any of the preceding six (6) months, and (b) 13.0%.”

““Commitment Termination Date” means, with respect to each Class, August 26, 2005, or such later date to which such Commitment Termination Date may be extended by Transferor, the related Class Agent and the related Bank Investors not later than 60 days prior to the then current Commitment Termination Date for such Class.”

Item 1.01(b). Entry into a Material Definitive Agreement.

On August 27, 2004, Tech Data Corporation amended its Receivables Purchase and Servicing Agreement dated May 19, 2000. Parties to the agreement are Tech Data Corporation and Tech Data Finance SPV, Inc.

Under the terms of the amendment the Seller may, from time to time exclude one or more Obligors indebtedness from the receivable sold to the Purchaser. The definition of Receivable and Section 2.1(a) were deleted and replaced to provide for this provision.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit 10-AAy    Amendment Number 7 to Transfer and Administration Agreement

Exhibit 10-AAz    Amendment Number 2 to Receivables Purchase and Servicing Agreement

SIGNATURES

Pursuant to the requirements 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.

August 27, 2004	/s/ JEFFERY P. HOWELLS
	Jeffery P. Howells
	Executive Vice President &
	Chief Financial Officer
	Tech Data Corporation

EX-99.1

Exhibit 10-AAy

AMENDMENT NUMBER 7 TO

TRANSFER AND ADMINISTRATION AGREEMENT

This AMENDMENT NUMBER 7 TO TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of August 27, 2004 among TECH DATA CORPORATION, a Florida corporation (“Tech Data”), as collection agent (in such capacity, the “Collection Agent”), TECH DATA FINANCE SPV, INC., a Delaware corporation headquartered in California, as transferor (in such capacity, the “Transferor”), YC SUSI TRUST, a Delaware statutory trust (“SUSI Issuer”), LIBERTY STREET FUNDING CORP., a Delaware corporation, (“Liberty”), AMSTERDAM FUNDING CORPORATION, a Delaware corporation (“AFC”), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation, (“Falcon” and collectively with SUSI Issuer, Liberty, and AFC, the “Class Conduits”), THE BANK OF NOVA SCOTIA, a banking corporation organized and existing under the laws of Canada, acting through its New York Agency (“Scotia Bank”), as a Liberty Bank Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the “Liberty Agent”), ABN AMRO BANK N.V., a banking corporation organized and existing under the laws of the Netherlands and acting through its Chicago Branch (“ABN AMRO”), as an AFC Bank Investor and as agent for AFC and the AFC Bank Investors (in such capacity, the “AFC Agent”), BANK ONE, NA (having its main office in Chicago, Illinois), a national banking association (“Bank One”), as a Falcon Bank Investor and as agent for Falcon and the Falcon Bank Investors (in such capacity, the “Falcon Agent”) and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (“Bank of America”), as agent for SUSI Issuer, Liberty, AFC, Falcon, the Liberty Bank Investors, the AFC Bank Investors and the Falcon Bank Investors (in such capacity, the “Administrative Agent”), as a SUSI Issuer Bank Investor, as agent for SUSI Issuer and the SUSI Issuer Bank Investors (in such capacity, the “SUSI Issuer Agent”) and Lead Arranger, amending that certain Transfer and Administration Agreement dated as of May 19, 2000, among the Transferor, the Collection Agent, the Class Conduits (as defined thereunder) and the Bank Investors (such agreement, as amended to the date hereof, the “Original Agreement” and said agreement as amended, the “Agreement”).

WHEREAS, the Transferor desires to amend the Dilution Reserve Ratio;

WHEREAS, the Transferor desires to extend the Commitment Termination Date;

WHEREAS, on the terms and conditions set forth herein, the parties hereto consent to such amendments; and

WHEREAS, capitalized terms used herein shall have the meanings assigned to such terms in the Original Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

SECTION 1. Amendment to Definitions.

(a) The definition of “Dilution Reserve Ratio” is hereby deleted and replaced with the following:

““Dilution Reserve Ratio” means, at any time on or before December 31, 2004, an amount equal to the product of (i) two (2) and (ii) the highest Dilution Ratio as of the last day of any of the preceding six (6) months and, at any time after December 31, 2004, the greater of (a) the product of (i) two (2) and (ii) the highest Dilution Ratio as of the last day of any of the preceding six (6) months, and (b) 13.0%.”

(b) The definition of “Commitment Termination Date” is hereby deleted and replaced with the following (solely for convenience changed language is italicized):

““Commitment Termination Date” means, with respect to each Class, August 26, 2005, or such later date to which such Commitment Termination Date may be extended by Transferor, the related Class Agent and the related Bank Investors not later than 60 days prior to the then current Commitment Termination Date for such Class.”

SECTION 2. Conditions Precedent. This Amendment shall not become effective until the Administrative 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 Class Conduits, the Class Agents, the Administrative Agent and the Bank Investors may conclusively rely until such time as the Administrative 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;

SECTION 3. Representations and Warranties. The Transferor hereby makes to the Class Investors, the Class Agents and the Administrative Agent, 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 Class Investors, the Class Agents and the Administrative Agent, on the date hereof, all the representations and warranties set forth in Section 3.3 of the Original Agreement.

SECTION 4. Successors and Assigns. This Amendment shall bind, and the benefits hereof shall inure to the parties hereof and their respective successors and permitted assigns;

SECTION 5. 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 6. 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 7. 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.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

TECH DATA FINANCE SPV, INC.,
as Transferor
By:	/s/ Charles V. Dannewitz
Name:	Charles V. Dannewitz
Title:	Senior Vice President of Tax and Treasurer
TECH DATA CORPORATION,
as Collection Agent
By:	/s/ Charles V. Dannewitz
Name:	Charles V. Dannewitz
Title:	Senior Vice President of Tax and Treasurer
YC SUSI TRUST
By:	/s/ Robert R. Wood
Name:	Robert R. Wood
Title:	Principal
BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent, as SUSI Issuer Agent and as a SUSI Issuer Bank Investor
By:	/s/ Robert R. Wood
Name:	Robert R. Wood
Title:	Principal
LIBERTY STREET FUNDING CORP.
By:	/s/ Bernard J. Angelo
Name:	Bernard J. Angelo
Title:	Vice President

THE BANK OF NOVA SCOTIA, as Liberty Agent and as a Liberty Bank Investor
By:	/s/ J. Alan Edwards
Name:	J. Alan Edwards
Title:	Managing Director
AMSTERDAM FUNDING CORPORATION
By:	/s/ Bernard J. Angelo
Name:	Bernard J. Angelo
Title:	Vice President
ABN AMRO BANK N.V., as AFC Agent and as an AFC Bank Investor
By:	/s/ Thomas J. Educate
Name:	Thomas J. Educate
Title:	Senior Vice President
By:	/s/ Bernard Koh
Name:	Bernard Koh
Title:	Senior Vice President
FALCON ASSET SECURITIZATION CORPORATION
By:	/s/ Maureen E. Marcon
Name:	Maureen E. Marcon
Title:	Authorized Signer
BANK ONE, NA (having its main office in Chicago Illinois), as Falcon Agent and as a Falcon Bank Investor
By:	/s/ Maureen E. Marcon
Name:	Maureen E. Marcon
Title:	Vice President

EX-99.2

Exhibit 10-AAz

AMENDMENT NUMBER 2 TO

RECEIVABLES PURCHASE AND SERVICING AGREEMENT

AMENDMENT NUMBER 2 TO RECEIVABLES PURCHASE AND SERVICING AGREEMENT (the “Agreement”), effective as of August 27, 2004 between TECH DATA CORPORATION, a Florida corporation (“Seller”) having its principal office at 5350 Tech Data Drive, Clearwater, Florida 33760, and TECH DATA FINANCE SPV, INC., a Delaware corporation (“Purchaser”) having its principal office at 1655 N. Main St., Suite 295, Walnut Creek, California 34596, amending that certain Receivables Purchase and Servicing Agreement between the Seller and the Purchaser effective as of May 19, 2000 (such agreement as amended to the date hereof, the “Original Agreement”).

WHEREAS, the Seller desires to amend the Original Agreement to provide that the Seller may designate, from time to time, obligors the Receivables of which are not sold to the Purchaser pursuant to the Original Agreement;

WHEREAS, on the terms and conditions set forth herein, the parties hereto consent to such amendments; and

WHEREAS, capitalized terms used herein shall have the meanings assigned to such terms in the Original Agreement or the TAA, as appropriate;

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 “Receivable” is hereby deleted and replaced with the following (solely for convenience added language is italicized):

“Receivable” means the indebtedness owed to the Seller by any Obligor (without giving effect to any purchase hereunder by the Purchaser at any time) under a Contract whether constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of merchandise or services by the Seller, and includes the right to payment of any Finance Charges and other obligations of such Obligor with respect thereto, provided, however, that “Receivable” shall not include any indebtedness owed to the Seller by any Obligor designated by the Seller pursuant to Section 2.1(a) which is originated on and after the effective date of such designation (unless any such designation is subsequently rendered non-effective as provided in such Section).”

SECTION 2. Amendment to Section 2.1 (a). Section 2.1(a) is hereby deleted and replaced with the following (solely for convenience added language is italicized):

(a) Upon the terms and subject to the conditions set forth herein, the Seller hereby sells, assigns, transfers and conveys to the Purchaser, and the Purchaser hereby purchases from the Seller, on the terms and subject to the conditions specifically set forth herein, all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) all Receivables outstanding on the date hereof and hereafter created or acquired by the Seller, together with all Related Security, Collections and all other instruments and all rights under the Contracts relating to such Receivables, (ii) with respect to the Receivables, all accounts, chattel paper, general intangibles and instruments (each, as defined in the applicable UCC) outstanding on the date hereof and hereafter created or acquired by the Seller, and all rights (but not the obligations) relating thereto, (iii) all monies due or to become due with respect thereto, and (iv) all proceeds of the foregoing. The foregoing sale, assignment, transfer and conveyance does not constitute an assumption by the Purchaser of any obligations of the Seller or any other Person to obligors or to any other Person in connection with the Purchased Receivables or under any Related Security or other agreement and instrument relating to the Purchased Receivables. The Seller may, from time to time, by written notice to the Purchaser and the Administrative Agent, designate one or more Obligors the indebtedness of which is owed to the Seller is not to be included in the Receivables sold hereunder. Any such designation (i) shall be effective upon the written consent to such designation by the Purchaser and the Administrative Agent, (ii) shall be effective as to all indebtedness of any such Obligor owing to the Seller created on and after the fifth Business Day following the later of the consent of the Purchaser and the Administrative Agent to such designation and (iii) may be subsequently made non-effective upon five (5) Business Days written notice from the Seller to the Purchaser and the Administrative Agent, such that indebtedness of such an Obligor owing to the Seller arising on and after such fifth Business Day shall thereupon and thereafter constitute Receivables sold hereunder by the Seller to the Purchaser.

SECTION 3. Conditions Precedent. This Amendment shall not become effective until the Administrative Agent shall have received fully executed copies hereof.

SECTION 4. Representations and Warranties. Each of the Seller and the Purchaser hereby makes to the other, on and as of the date hereof, all of the representations and warranties set forth in the Original Agreement, except to the extent that any such representation or warranty refers to an earlier date.

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.

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 8. 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 9. 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.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

TECH DATA FINANCE SPV, INC.,
as Purchaser
By:	/s/ Charles V. Dannewitz
Name:	Charles V. Dannewitz
Title:	Senior Vice President of Tax and
	Treasurer
TECH DATA CORPORATION,
as Seller
By:	/s/ Charles V. Dannewitz
Name:	Charles V. Dannewitz
Title:	Senior Vice President of Tax and
	Treasurer