AMENDMENT NUMBER 5 TO
TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 5 TO TRANSFER AND ADMINISTRATION
AGREEMENT (this "Amendment"), dated July 17, 1995, 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") and ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company"),
amending that certain Transfer and Administration Agreement dated as of December 22, 1993 among the
Transferor, the Collection Agent, the Guarantor and the Company, as amended by amendments dated as of May
19, 1994, August 18, 1994, October 10, 1994 and as of January 31, 1995 (the "Original Agreement" and said
agreement as amended by this Amendment, the "Agreement").
WHEREAS, the Transferor and Tech Data have requested that the Company agree to certain changes in certain
financial covenants set forth in the Original Agreement; and
WHEREAS, capitalized terms used herein shall have the meanings assigned to such terms in the Original
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto
agree as follows:
SECTION 1. Amendment to Original Agreement
(a) The text of Section 5.5 of the Original Agreement is hereby deleted in its entirety and replaced with the
(a) Indebtedness to Total Capital. Tech Data shall not permit the ratio of Consolidated Funded Indebtedness to
Consolidated Total Capital to exceed .60 to 1.00 at any time.
(b) EBIT to Interest Expense. Tech Data shall not permit the ratio of Consolidated EBIT to Consolidated Interest
Expense to be less than 2.00 to 1.00 at any time. Capitalized terms used in
this Section 5.5 and not defined herein shall have those meanings assigned in Exhibit N.
SECTION 2. Effective Date. The undersigned parties hereby agree that this Amendment shall be effective