Amendment Agreement - TECH DATA CORP - 4-24-2003 by TECD-Agreements

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									EXHIBIT 10-AAm AMENDMENT AGREEMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT AGREEMENT (the "Amendment Agreement"), dated as of March 13, 2003, and effective as of January 31, 2003 (the "Effective Date"), is made by and among TECH DATA CORPORATION, a Florida corporation, BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, and each other lender party to the Credit Agreement (as defined below) (hereinafter Bank of America and such other lenders may be referred to individually as a "Lender" or collectively as the "Lenders"), and BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the "Administrative Agent"): W I T N E S S E T H: WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into that certain Credit Agreement dated as of May 8, 2000 (as the same has been amended prior to the date hereto and may be further amended, modified, supplemented, or restated from time to time, the "Credit Agreement"); and WHEREAS, the Borrower has requested that the Requisite Lenders amend the Credit Agreement as hereinafter set forth; and WHEREAS, upon the terms and conditions contained herein, the Administrative Agent and the Requisite 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, effective as of the Effective Date: 1. Definitions. Capitalized terms not otherwise defined in this Amendment Agreement have the respective meanings assigned thereto in the Credit Agreement. 2. Amendment. Subject to the terms and conditions set forth herein, the definition of "Consolidated Net Income" in Section 1.01 of the Credit Agreement is hereby amended in its entirety so that as amended it shall read as follows: " `Consolidated Net Income' means the gross revenues of Borrower and its Subsidiaries less all operating and non-operating expenses of Borrower and its Subsidiaries, plus or minus minority interest of a Person, including taxes on income, and plus any non-cash charges due to impairments in accordance with the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 142, but excluding as income: (i) gains or losses on the sale, conversion or other disposition of capital assets, (ii) gains or losses on the acquisition, retirement, sale or other disposition of capital stock and other securities of Borrower or any Subsidiary, (iii) gains or losses on the collection of proceeds of life insurance policies, (iv) any write-up of any asset, (v) any gain or loss arising by reason of any foreign exchange transaction adjustment, and (vi) any other gain or loss or credit of an extraordinary nature as determined in accordance with GAAP." 3. Consent of Guarantors. The Guarantors have joined in the execution of this Amendment Agreement solely for the purpose of (i) agreeing to the amendment of the Credit Agreement and (ii) confirming their guarantees of payment of all the Obligations. 4. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment Agreement, the Borrower hereby represents and warrants that the Credit Agreement has been reexamined by the Borrower and that: (a) The representations and warranties made by Borrower in Article VI of the Agreement are true on and as of the date hereof;

(b) There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries since the date of the financial reports of the Borrower received by each Lender under Section 6.04 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 Borrower and its Subsidiaries are not and 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) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constitutes a Default or an Event of Default on the part of the Borrower under the Agreement, the Notes or any other Loan Document either immediately or with the lapse of time or the giving of notice, or both. 5. Conditions Precedent. This Amendment Agreement shall become effective upon the Borrower delivering to the Administrative Agent the following: (a) twenty (20) counterparts of this Amendment Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent and at least the Requisite Lenders; and (b) such other certificates, instruments and documents as the Agent shall reasonably request. 6. 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 proceeding or succeeding breach thereof. 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. THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA SITTING IN THE COUNTIES OF HILLSBOROUGH AND PINELLAS 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.

(c) The business and properties of the Borrower and its Subsidiaries are not and 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) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constitutes a Default or an Event of Default on the part of the Borrower under the Agreement, the Notes or any other Loan Document either immediately or with the lapse of time or the giving of notice, or both. 5. Conditions Precedent. This Amendment Agreement shall become effective upon the Borrower delivering to the Administrative Agent the following: (a) twenty (20) counterparts of this Amendment Agreement duly executed by the Borrower, each Guarantor, the Administrative Agent and at least the Requisite Lenders; and (b) such other certificates, instruments and documents as the Agent shall reasonably request. 6. 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 proceeding or succeeding breach thereof. 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. THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA SITTING IN THE COUNTIES OF HILLSBOROUGH AND PINELLAS 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 each of the Borrower, 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.

[Signatures on following pages.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written. TECH DATA CORPORATION
By: /s/ Arthur W. Singleton ---------------------------------------------Name: Arthur W. Singleton Title: Corporate Vice President, Treasurer and Secretary

GUARANTORS: TECH DATA PRODUCT MANAGEMENT, INC. TECH DATA FINANCE PARTNER, INC. TECH DATA WORLDWIDE PARTNER, LLC
By: /s/ Arthur W. Singleton -------------------------------------------Name: Arthur W. Singleton Title: Corporate Vice President, Treasurer and Secretary

TD FULFILLMENT SERVICES LLC By: TECH DATA CORPORATION, its Member
By: /s/ Arthur W. Singleton -------------------------------------------Name: Arthur W. Singleton Title: Corporate Vice President, Treasurer and Secretary

BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Sugeet Manchanda -------------------------------------------Name: Sugeet Manchanda Title: Principal

BANK OF AMERICA, N.A., as a Lender
By: /s/ Sugeet Manchanda -------------------------------------------Name: Sugeet Manchanda Title: Principal

SCOTIABANC INC.
By: /s/ William E. Zarrett -------------------------------------------Name: William E. Zarrett Title: Managing Director

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written. TECH DATA CORPORATION
By: /s/ Arthur W. Singleton ---------------------------------------------Name: Arthur W. Singleton Title: Corporate Vice President, Treasurer and Secretary

GUARANTORS: TECH DATA PRODUCT MANAGEMENT, INC. TECH DATA FINANCE PARTNER, INC. TECH DATA WORLDWIDE PARTNER, LLC
By: /s/ Arthur W. Singleton -------------------------------------------Name: Arthur W. Singleton Title: Corporate Vice President, Treasurer and Secretary

TD FULFILLMENT SERVICES LLC By: TECH DATA CORPORATION, its Member
By: /s/ Arthur W. Singleton -------------------------------------------Name: Arthur W. Singleton Title: Corporate Vice President, Treasurer and Secretary

BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Sugeet Manchanda -------------------------------------------Name: Sugeet Manchanda Title: Principal

BANK OF AMERICA, N.A., as a Lender
By: /s/ Sugeet Manchanda -------------------------------------------Name: Sugeet Manchanda Title: Principal

SCOTIABANC INC.
By: /s/ William E. Zarrett -------------------------------------------Name: William E. Zarrett Title: Managing Director

BANK ONE, NA
By: /s/ Lisa A. Whatley -------------------------------------------Name: Lisa A. Whatley Title: Credit Officer/Director

SUNTRUST BANK
By: /s/ William C. Barr III -------------------------------------------Name: William C. Barr III Title: Director

DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, (successor by merger to DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG), as a Lender
By: /s/ Bernd Franke -------------------------------------------Name: Bernd Franke Title: Vice President & Head of Portfolio Mgt.

By: /s/ Ronald Matossian -------------------------------------------Name: Ronald Matossian Title: Vice President

CITICORP USA, INC.
By: /s/ Stephanie Bontemps -------------------------------------------Name: Stephanie Bontemps Title: Managing Director

BANK HAPOALIM, B.M.
By: /s/ Shaun Briedbart -------------------------------------------Name: Shaun Briedbart Title: Vice President

By: /s/ Laura Ann Raffa -------------------------------------------Name: Laura Anne Raffa Title: Senior Vice President & Corporate Manager

CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ W. Fassbender -------------------------------------------Name: W. Fassbender

SUNTRUST BANK
By: /s/ William C. Barr III -------------------------------------------Name: William C. Barr III Title: Director

DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, (successor by merger to DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG), as a Lender
By: /s/ Bernd Franke -------------------------------------------Name: Bernd Franke Title: Vice President & Head of Portfolio Mgt.

By: /s/ Ronald Matossian -------------------------------------------Name: Ronald Matossian Title: Vice President

CITICORP USA, INC.
By: /s/ Stephanie Bontemps -------------------------------------------Name: Stephanie Bontemps Title: Managing Director

BANK HAPOALIM, B.M.
By: /s/ Shaun Briedbart -------------------------------------------Name: Shaun Briedbart Title: Vice President

By: /s/ Laura Ann Raffa -------------------------------------------Name: Laura Anne Raffa Title: Senior Vice President & Corporate Manager

CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ W. Fassbender -------------------------------------------Name: W. Fassbender Title: Senior Vice President

MIZUHO CORPORATE BANK (successor to The Industrial Bank of Japan, Limited) By: not signed Name: _________________________________________ Title:

MIZUHO CORPORATE BANK (successor to The Industrial Bank of Japan, Limited) By: not signed Name: _________________________________________ Title: ________________________________________ BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH
By: /s/ Marianne Weinzinger -------------------------------------------Name: Marianne Weinzinger Title: Director

By: /s/ Patricia Grieve -------------------------------------------Name: Patricia Grieve Title: Director

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: not signed Name: _________________________________________ Title: ________________________________________ NATEXIS BANQUE POPULAIRES
By: /s/ Pieter J. von Tulder -------------------------------------------Name: Pieter J. von Tulder Title: Vice President and Manager Multinational Group

By: /s/ Nicolar Regent -------------------------------------------Name: Nicolar Regent Title: VP Multinational

BANCA INTESA - NEW YORK BRANCH
By: /s/ Charles Dougherty -------------------------------------------Name: Charles Dougherty Title: Vice President

By: /s/ Frank Maffei -------------------------------------------Name: Frank Maffei Title: Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION

WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Donald E. Sellers, Jr. -------------------------------------------Name: Donald E. Sellers, Jr. Title: Director

DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By: /s/ David G. Dickinson, Jr. -------------------------------------------Name: David G. Dickinson, Jr. Title: Vice President

By: /s/ William W. McGinty -------------------------------------------Name: William W. McGinty Title: Director

ABN AMRO BANK N.V.
By: /s/ Richard DaCosta -------------------------------------------Name: Richard DaCosta Title: Group Vice President

By: /s/ Jana Dombrowski -------------------------------------------Name: Jana Dombrowski Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION By: (not signed) Name:__________________________________________ Title:_________________________________________ U.S. BANCORP By: (not signed) Name:__________________________________________ Title:_________________________________________

EXHIBIT 10-AAn AMENDMENT NUMBER 4 TO TRANSFER AND ADMINISTRATION AGREEMENT AMENDMENT NUMBER 4 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of March 6, 2003 among TECH DATA CORPORATION ("Tech Data"), a Florida

EXHIBIT 10-AAn AMENDMENT NUMBER 4 TO TRANSFER AND ADMINISTRATION AGREEMENT AMENDMENT NUMBER 4 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of March 6, 2003 among TECH DATA CORPORATION ("Tech Data"), 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"), RECEIVABLES CAPITAL CORPORATION ("RCC"), a Delaware corporation, ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation ("Atlantic"), LIBERTY STREET FUNDING CORP., a Delaware corporation, ("Liberty"), AMSTERDAM FUNDING CORPORATION, a Delaware corporation ("AFC"), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation, ("Falcon"), BLACK FOREST FUNDING CORPORATION, a Delaware corporation, ("Black Forest" and collectively with RCC, Atlantic, Liberty, AFC and Falcon, the "Class Conduits"), 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 a 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"), 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"), BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, a branch duly licensed under the laws of New York of a banking corporation organized and existing under the laws of the Federal Republic of Germany ("HypoVereinsbank"), as a Black Forest Bank Investor and as agent for Black Forest and the Black Forest Bank Investors (in such capacity, the "Black Forest Agent"), Lloyds TSB Bank plc, as an Atlantic Bank Investor and as an RCC Bank Investor and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association ("Bank of America"), as agent for RCC, Atlantic, Liberty, AFC, Falcon, Black Forest, the RCC Bank Investors, the Atlantic Bank Investors, the Black Forest Bank Investors, the Liberty Bank Investors, the AFC Bank Investors and the Falcon Bank Investors (in such capacity, the "Administrative Agent"), as an RCC Bank Investor, as agent for RCC and the RCC Bank Investors (in such capacity, the "RCC 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 (the "Original Agreement" and said agreement as amended, the "Agreement"). WHEREAS, the parties hereto mutually desire to make certain amendments to the Agreement as hereinafter set forth; 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) Effective as of January 31, 2003, the definition of "Consolidated Net Income" set forth in Exhibit N to the Original Agreement is hereby deleted and replaced with the following (solely for convenience added or changed language is italicized): ""Consolidated Net Income" means the gross revenues of Collection Agent and its Subsidiaries less all operating and non-operating expenses of Collection Agent and its Subsidiaries, plus or minus minority interest of a Person, including taxes on income, and plus any non-cash charges due to impairments in accordance with the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 142, but excluding as income:

(i) gains or losses on the sale, conversion or other disposition of capital assets, (ii) gains or losses on the acquisition, retirement, sale or other disposition of capital stock and other securities

of Collection Agent or any Subsidiary, (iii) gains or losses on the collection of proceeds of life insurance policies, (iv) any write-up of any asset, (v) any gain or loss arising by reason of any foreign exchange transaction adjustment and (vi) any other gain or loss or credit of an extraordinary nature as determined in accordance with GAAP." (b) Effective as of March 13, 2003, the definition of "Official Body" is hereby deleted and replaced with the following (solely for convenience added or changed language is italicized): ""Official Body " means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic." SECTION 2. Effective as of March 13, 2003, Section 8.2(b) of the Agreement is hereby deleted and replaced with the following (solely for convenience added or changed language is italicized): (b) If any Indemnified Party shall have determined that (a) after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (b) any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board or any application of such standard or of any interpretation thereof, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request, directive, interpretation or application (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Indemnified Party through the Administrative Agent, the Transferor shall pay to the Administrative Agent, for the benefit of such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. SECTION 3. 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 Corporate Officer approving this Amendment and the other documents to be delivered by the Transferor and Tech Data hereunder; and (b) A Certificate of the Corporate Officer 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 and (ii) the Resolutions referenced in Section 3(a) are still in full force and effect and that the Board has not taken any action to amend modify or repeal such Resolutions. SECTION 4. 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 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

of Collection Agent or any Subsidiary, (iii) gains or losses on the collection of proceeds of life insurance policies, (iv) any write-up of any asset, (v) any gain or loss arising by reason of any foreign exchange transaction adjustment and (vi) any other gain or loss or credit of an extraordinary nature as determined in accordance with GAAP." (b) Effective as of March 13, 2003, the definition of "Official Body" is hereby deleted and replaced with the following (solely for convenience added or changed language is italicized): ""Official Body " means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic." SECTION 2. Effective as of March 13, 2003, Section 8.2(b) of the Agreement is hereby deleted and replaced with the following (solely for convenience added or changed language is italicized): (b) If any Indemnified Party shall have determined that (a) after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (b) any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board or any application of such standard or of any interpretation thereof, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request, directive, interpretation or application (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Indemnified Party through the Administrative Agent, the Transferor shall pay to the Administrative Agent, for the benefit of such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. SECTION 3. 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 Corporate Officer approving this Amendment and the other documents to be delivered by the Transferor and Tech Data hereunder; and (b) A Certificate of the Corporate Officer 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 and (ii) the Resolutions referenced in Section 3(a) are still in full force and effect and that the Board has not taken any action to amend modify or repeal such Resolutions. SECTION 4. 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 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. 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/ Arthur W. Singleton -------------------------------------Name: Arthur W. Singleton Title: Vice President, CFO, Treasurer, and Secretary

TECH DATA CORPORATION, as Collection Agent
By: /s/ Arthur W. Singleton -------------------------------------Name: Arthur W. Singleton Title: Corporate Vice President, Treasurer, and Secretary

RECEIVABLES CAPITAL CORPORATION
By: /s/ Evelyn Echevarria -------------------------------------Name: Evelyn Echevarria Title: Vice President

ATLANTIC ASSET SECURITIZATION CORP. By: CREDIT LYONNAIS NEW YORK BRANCH, as attorney-in-fact
By: /s/ Anthony Brown --------------------------------------

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. 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/ Arthur W. Singleton -------------------------------------Name: Arthur W. Singleton Title: Vice President, CFO, Treasurer, and Secretary

TECH DATA CORPORATION, as Collection Agent
By: /s/ Arthur W. Singleton -------------------------------------Name: Arthur W. Singleton Title: Corporate Vice President, Treasurer, and Secretary

RECEIVABLES CAPITAL CORPORATION
By: /s/ Evelyn Echevarria -------------------------------------Name: Evelyn Echevarria Title: Vice President

ATLANTIC ASSET SECURITIZATION CORP. By: CREDIT LYONNAIS NEW YORK BRANCH, as attorney-in-fact
By: /s/ Anthony Brown -------------------------------------Name: Anthony Brown

Name: Anthony Brown Title: Vice President

LIBERTY STREET FUNDING CORP.
By: /s/ Andrew L. Stidd -------------------------------------Name: Andrew L. Stidd Title: President

AMSTERDAM FUNDING CORPORATION
By: /s/ Bernard J. Angelo -------------------------------------Name: Bernard J. Angelo Title: Vice President

FALCON ASSET SECURITIZATION CORPORATION
By: /s/ George S. Wilkins III -------------------------------------Name: George S. Wilkins III Title: Authorized Signatory

BLACK FOREST FUNDING CORPORATION
By: /s/ Lori Gebron -------------------------------------Name: Lori Gebron Title: Vice President

BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent, RCC Agent and as an RCC Bank Investor
By: /s/ Jeffrey Fricano -------------------------------------Name: Jeffrey Fricano Title: Vice President

CREDIT LYONNAIS NEW YORK BRANCH, as Atlantic Agent and as an Atlantic Bank Investor
By: /s/ Anthony Brown -------------------------------------Name: Anthony Brown Title: Vice President

THE BANK OF NOVA SCOTIA, as Liberty Agent and as a Liberty Bank Investor

LIBERTY STREET FUNDING CORP.
By: /s/ Andrew L. Stidd -------------------------------------Name: Andrew L. Stidd Title: President

AMSTERDAM FUNDING CORPORATION
By: /s/ Bernard J. Angelo -------------------------------------Name: Bernard J. Angelo Title: Vice President

FALCON ASSET SECURITIZATION CORPORATION
By: /s/ George S. Wilkins III -------------------------------------Name: George S. Wilkins III Title: Authorized Signatory

BLACK FOREST FUNDING CORPORATION
By: /s/ Lori Gebron -------------------------------------Name: Lori Gebron Title: Vice President

BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent, RCC Agent and as an RCC Bank Investor
By: /s/ Jeffrey Fricano -------------------------------------Name: Jeffrey Fricano Title: Vice President

CREDIT LYONNAIS NEW YORK BRANCH, as Atlantic Agent and as an Atlantic Bank Investor
By: /s/ Anthony Brown -------------------------------------Name: Anthony Brown Title: Vice President

THE BANK OF NOVA SCOTIA, as Liberty Agent and as a Liberty Bank Investor
By: /s/ Norman Last -------------------------------------Name: Norman Last Title: Managing Director

ABN AMRO BANK N.V., as AFC Agent and as an AFC Bank Investor
By: /s/ Bernard Koh -------------------------------------Name: Bernard Koh Title: Group Vice President By: /s/ Therese Gremley -------------------------------------Name: Therese Gremley Title: Vice President

BANK ONE, NA (having its main office in Chicago Illinois), as Falcon Agent and as a Falcon Bank Investor
By: /s/ George S. Wilkins III -------------------------------------Name: George S. Wilkins III Title: Director, Capital Markets

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, as Black Forest Agent and Black Forest Bank Investor
By: /s/ Pamela J. Gillons -------------------------------------Name: Pamela J. Gillons Title: Associate Director By: /s/ Mark Hirshorn -------------------------------------Name: Mark Hirshorn Title: Managing Director

LLOYDS TSB BANK PLC, as an Atlantic Bank Investor
By: /s/ Michelle White -------------------------------------Name: Michelle White Title: Assistant Vice President Structured Finance, W154 By: /s/ John Harchuck --------------------------------------Name: John Harchuck Title: Assistant Vice President Structured Finance, H020

LLOYDS TSB BANK PLC, as an RCC Bank Investor
By: /s/ Michelle White -------------------------------------Name: Michelle White Title: Assistant Vice President Structured Finance, W154 By: /s/ John Harchuck

BANK ONE, NA (having its main office in Chicago Illinois), as Falcon Agent and as a Falcon Bank Investor
By: /s/ George S. Wilkins III -------------------------------------Name: George S. Wilkins III Title: Director, Capital Markets

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, as Black Forest Agent and Black Forest Bank Investor
By: /s/ Pamela J. Gillons -------------------------------------Name: Pamela J. Gillons Title: Associate Director By: /s/ Mark Hirshorn -------------------------------------Name: Mark Hirshorn Title: Managing Director

LLOYDS TSB BANK PLC, as an Atlantic Bank Investor
By: /s/ Michelle White -------------------------------------Name: Michelle White Title: Assistant Vice President Structured Finance, W154 By: /s/ John Harchuck --------------------------------------Name: John Harchuck Title: Assistant Vice President Structured Finance, H020

LLOYDS TSB BANK PLC, as an RCC Bank Investor
By: /s/ Michelle White -------------------------------------Name: Michelle White Title: Assistant Vice President Structured Finance, W154 By: /s/ John Harchuck -------------------------------------Name: John Harchuck Title: Assistant Vice President Structured Finance, H020

Exhibit 21-A
Name of Subsidiary State or Country of Incorporation % of Voting Securities Owne by its Immediat Parent 100%

NORTH AMERICAN REGION TD Facilities, Ltd.

Texas

Exhibit 21-A
Name of Subsidiary State or Country of Incorporation % of Voting Securities Owne by its Immediat Parent 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

NORTH AMERICAN REGION TD Facilities, Ltd. TD Fulfillment Services, LLC TDC Funding, LP Tech Data Canada Inc. Tech Data Currency Management, Inc. Tech Data Education, Inc. Tech Data Finance Partner, Inc. Tech Data Finance SPV, Inc. Tech Data Florida Services, Inc. Tech Data International Finance Holding, Inc. Tech Data International Investment, LLC Tech Data Latin America, Inc. Tech Data Product Management, Inc. Tech Data Resources, LLC Tech Data Tennessee, Inc. Tech Data Worldwide Partner, Inc. LATIN AMERICAN / CARIBBEAN REGION TD Brasil, Ltda. Tech Data (Bermuda) Tech Data Chile S.A. Tech Data Peru S.A.C. Tech Data Uruguay S.A. EUROPE / MIDDLE EAST REGION Axxam GmbH Computer 2000 Distribution Ltd. Computer 2000 Immobiliew und Verw, GmbH Computer 2000 LLC Ver. Arab Emirate Computer 2000 Portuguesa Lda. Globelle Computer Broker N.V. Globelle Netherland Holding B.V. Goldring Supplies B.V. Micrograf S.A. TD Finance UK Limited Partnership TD Tech Data AB Tech Data (Netherlands) B.V. Tech Data (Schweiz) AG Tech Data (T.D.) Israel Ltd. Tech Data Canarias, S.C. Tech Data Capital GbR Tech Data Denmark A/S Tech Data Deutschland GmbH Tech Data Distribution s.r.o. Tech Data Eesti A.S. Tech Data Espana S.A.U. Tech Data Europe GmbH Tech Data European Distribution N.V. Tech Data European Management GmbH

Texas Florida Canada Ontario, Canada Florida Florida Florida Delaware Florida Delaware Delaware Florida Florida Delaware Florida Florida

Brazil Bermuda Chile Peru Uruguay

100% 100% 100% 100% 100%

Germany England Austria United Arab Emirates Portugal Antilles Netherlands Netherlands Portugal England Sweden Netherlands Switzerland Israel Gran Canaria Germany Denmark Germany Czech Republic Estland Spain Germany Belgium Germany

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Exhibit 21-A (continued)
Name of Subsidiary State or Country of Incorporation % of Voting Securities Owne by its Immediat Parent 100% 100% 100% 100% 100% 100% 100% 100%

EUROPE / MIDDLE EAST REGION Tech Data Tech Data Tech Data Tech Data Tech Data Tech Data Tech Data Tech Data

continued Finland OY France Holding SAS France SAS FZ-LLC GmbH & Co OHG Hungary Kft. Information Technology GmbH International SARL

Finland France France United Arab Emirates Germany Hungary Germany Switzerland

Exhibit 21-A (continued)
Name of Subsidiary State or Country of Incorporation % of Voting Securities Owne by its Immediat Parent 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

EUROPE / MIDDLE EAST REGION - continued Tech Data Finland OY Tech Data France Holding SAS Tech Data France SAS Tech Data FZ-LLC Tech Data GmbH & Co OHG Tech Data Hungary Kft. Tech Data Information Technology GmbH Tech Data International SARL Tech Data Italia S.p.A. Tech Data Lateinamerika Holding GmbH Tech Data Latvia SIA Tech Data Log SNC Tech Data Marne SNC Tech Data Midrange GmbH Tech Data N.V. Tech Data Nederland B.V. Tech Data Norway AS Tech Data Ostereich GmbH Tech Data Polska Sp.z.o.o. Tech Data Strategy GmbH Tech Data Systems SARL UAB Techdata Lietuva

Finland France France United Arab Emirates Germany Hungary Germany Switzerland Italy Germany Latvia France France Germany Belgium Netherlands Norway Austria Poland Germany France Lithuania

Exhibit 23-A CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 33-62181, 3360479, 333-93801, 333-85509, 333-59198)and Forms S-3 (Nos. 333-44848 and 333-76858) of Tech Data Corporation and in the related Prospectus, of our report dated March 13, 2003, with respect to the consolidated financial statements and schedule of Tech Data Corporation and subsidiaries included in the Annual Report (Form 10-K) for the year ended January 31, 2003.
/s/ERNST & YOUNG LLP

Tampa, Florida April 21, 2003

Exhibit 99-A Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for "forward-looking statements" to encourage companies to provide prospective information, so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statement(s). Tech Data Corporation (the "Company" or "Tech Data") desires to take advantage of the safe harbor provisions of the Act. Except for historical information, the Company's Annual Report on Form 10-K for the year ended January 31, 2003 to which this exhibit is appended, the Company's quarterly reports on Form 10-Q, the Company's current

Exhibit 23-A CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 33-62181, 3360479, 333-93801, 333-85509, 333-59198)and Forms S-3 (Nos. 333-44848 and 333-76858) of Tech Data Corporation and in the related Prospectus, of our report dated March 13, 2003, with respect to the consolidated financial statements and schedule of Tech Data Corporation and subsidiaries included in the Annual Report (Form 10-K) for the year ended January 31, 2003.
/s/ERNST & YOUNG LLP

Tampa, Florida April 21, 2003

Exhibit 99-A Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for "forward-looking statements" to encourage companies to provide prospective information, so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statement(s). Tech Data Corporation (the "Company" or "Tech Data") desires to take advantage of the safe harbor provisions of the Act. Except for historical information, the Company's Annual Report on Form 10-K for the year ended January 31, 2003 to which this exhibit is appended, the Company's quarterly reports on Form 10-Q, the Company's current reports on Form 8-K, periodic press releases, as well as other public documents and statements, may contain forward-looking statements within the meaning of the Act. In addition, representatives of the Company, from time to time, participate in speeches and calls with market analysts, conferences with investors and potential investors in the Company's securities, and other meetings and conferences. Some of the information presented in such speeches, calls, meetings and conferences may be forward-looking within the meaning of the Act. The Company's policies are in compliance with Regulation FD. It is not reasonably possible to itemize all of the many factors and specific events that could affect the Company and/or the information technology logistics industry as a whole. Specific risk factors may also be communicated at the time forward-looking statements are made. The following additional factors (in addition to other possible factors not listed) could affect the Company's actual results and cause such results to differ materially from those projected, forecasted, estimated, budgeted or otherwise expressed in forward-looking statements made by or on behalf of the Company. Competition The Company operates in a highly competitive environment, both in the United States and internationally. The computer wholesale logistics industry is characterized by intense competition, based primarily on product availability, credit availability, price, speed of delivery, ability to tailor specific solutions to customer needs, quality and depth of product lines and pre-sale and post-sale training, service and support. Weakness in demand in the market intensifies the competitive environment in which the Company operates. The Company competes with a variety of regional, national and international wholesale distributors, some of which have greater financial resources than the Company. In addition, the Company faces competition from direct sales by vendors that may be able to offer resellers lower prices than the Company. Products purchased from Hewlett-Packard Company ("HP") and Compaq Computer Corporation, which HP acquired, represent in excess of 30% of sales by the

Exhibit 99-A Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 The Private Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor" for "forward-looking statements" to encourage companies to provide prospective information, so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statement(s). Tech Data Corporation (the "Company" or "Tech Data") desires to take advantage of the safe harbor provisions of the Act. Except for historical information, the Company's Annual Report on Form 10-K for the year ended January 31, 2003 to which this exhibit is appended, the Company's quarterly reports on Form 10-Q, the Company's current reports on Form 8-K, periodic press releases, as well as other public documents and statements, may contain forward-looking statements within the meaning of the Act. In addition, representatives of the Company, from time to time, participate in speeches and calls with market analysts, conferences with investors and potential investors in the Company's securities, and other meetings and conferences. Some of the information presented in such speeches, calls, meetings and conferences may be forward-looking within the meaning of the Act. The Company's policies are in compliance with Regulation FD. It is not reasonably possible to itemize all of the many factors and specific events that could affect the Company and/or the information technology logistics industry as a whole. Specific risk factors may also be communicated at the time forward-looking statements are made. The following additional factors (in addition to other possible factors not listed) could affect the Company's actual results and cause such results to differ materially from those projected, forecasted, estimated, budgeted or otherwise expressed in forward-looking statements made by or on behalf of the Company. Competition The Company operates in a highly competitive environment, both in the United States and internationally. The computer wholesale logistics industry is characterized by intense competition, based primarily on product availability, credit availability, price, speed of delivery, ability to tailor specific solutions to customer needs, quality and depth of product lines and pre-sale and post-sale training, service and support. Weakness in demand in the market intensifies the competitive environment in which the Company operates. The Company competes with a variety of regional, national and international wholesale distributors, some of which have greater financial resources than the Company. In addition, the Company faces competition from direct sales by vendors that may be able to offer resellers lower prices than the Company. Products purchased from Hewlett-Packard Company ("HP") and Compaq Computer Corporation, which HP acquired, represent in excess of 30% of sales by the Company. HP has elected to sell certain of the product lines direct. HP's perception of the results of its direct sale policy with certain product lines may impact its decision on other product lines that the Company also carries. The Company also faces competition from companies entering or expanding into the logistics and product fulfillment and e-commerce supply chain services market. Narrow Profit Margins As a result of intense price competition in the industry, the Company has narrow gross profit and operating profit margins. These narrow margins magnify the impact on operating results of variations in sales and operating costs. Future gross profit and operating margins may be adversely affected by changes in product mix, vendor pricing actions and competitive and economic pressures. Risk of Declines in Inventory Value The Company is subject to the risk that the value of its inventory will decline as a result of price reductions by vendors or technological obsolescence. It is the policy of most vendors of microcomputer products to protect distributors, such as the Company, that purchase directly from such vendors, from the loss in value of inventory due to technological change or the vendors' price reductions. Some vendors, however, may be unwilling or unable to pay the Company for price protection claims or products returned to them under purchase agreements.

Moreover, industry practices are sometimes not embodied in written agreements and do not

protect the Company in all cases from declines in inventory value. No assurance can be given that such practices to protect distributors will continue, that unforeseen new product developments will not adversely affect the Company, or that the Company will be able to successfully manage its existing and future inventories. Dependence on Information Systems The Company is highly dependent upon its internal computer and telecommunication systems to operate its business. There can be no assurance that the Company's information systems will not fail or experience disruptions, that the Company will be able to attract and retain qualified personnel necessary for the operation of such systems, that the Company will be able to expand and improve its information systems, that the Company will be able to convert to new systems efficiently, that the Company will be able to integrate new programs effectively with its existing programs, or that the information systems of acquired companies will be sufficient to meet the Company's standards or can be successfully converted into an acceptable information system on a timely and cost-effective basis. Any of such problems could have an adverse effect on the Company's business. The Company is currently upgrading its computer system used for operations in its European subsidiaries. The upgrade to SAP R3, and the conversion in some countries to SAP R3 from a non-SAP system will be implemented over the next two years. Certain implementation activities will require higher than typical expenses for various country operations during the upgrade installation phase. While the Company believes that its phased and careful approach to the implementation will lead to successful conversions with limited disruption to business operations, no assurance can be given that the upgrades and conversions will not cause disruption of the business. Customer Credit Exposure The Company sells its products to a large customer base of value-added resellers, corporate resellers, retailers and direct marketers. The Company finances a significant portion of such sales. As a result, the Company's business could be adversely affected in the event of the deterioration of the financial condition of its customers, resulting in the customers' inability to repay the Company. This risk increases because of the general economic downturn affecting a large number of the Company's customers and in the event the Company's customers do not adequately manage their business or disclose properly their financial condition. Liquidity and Capital Resources The Company's business requires substantial capital to finance accounts receivable and product inventory that are not financed by trade creditors. The Company has historically relied upon cash generated from operations, bank credit lines, trade credit from its vendors, proceeds from public offerings of its Common Stock and proceeds from debt offerings to satisfy its capital needs and finance growth. The Company utilizes financing strategies such as receivables securitization, leases with tax and accounting treatment advantages, subordinated convertible debentures and revolving credit facilities. The Company will continue to need additional financing, including debt financing. The inability to obtain such sources of capital could have an adverse effect on the Company's business. The Company's revolving credit facilities contain various financial covenants that may limit the Company's ability to borrow to certain ratios of debt to income. Acquisitions As part of its growth strategy, the Company pursues the acquisition of companies that either complement or expand its existing business. As a result, the Company regularly evaluates potential acquisition opportunities, which may be material in size and scope. Acquisitions involve a number of risks and uncertainties, including expansion into new geographic markets and business areas, the requirement to understand local business practices, the diversion of management's attention to the assimilation of the operations and personnel of the acquired companies, the possible requirement to upgrade the acquired companies' management information systems to the Company's standards, potential adverse short-term effects on the Company's operating results and the amortization or impairment of any acquired intangible assets.

protect the Company in all cases from declines in inventory value. No assurance can be given that such practices to protect distributors will continue, that unforeseen new product developments will not adversely affect the Company, or that the Company will be able to successfully manage its existing and future inventories. Dependence on Information Systems The Company is highly dependent upon its internal computer and telecommunication systems to operate its business. There can be no assurance that the Company's information systems will not fail or experience disruptions, that the Company will be able to attract and retain qualified personnel necessary for the operation of such systems, that the Company will be able to expand and improve its information systems, that the Company will be able to convert to new systems efficiently, that the Company will be able to integrate new programs effectively with its existing programs, or that the information systems of acquired companies will be sufficient to meet the Company's standards or can be successfully converted into an acceptable information system on a timely and cost-effective basis. Any of such problems could have an adverse effect on the Company's business. The Company is currently upgrading its computer system used for operations in its European subsidiaries. The upgrade to SAP R3, and the conversion in some countries to SAP R3 from a non-SAP system will be implemented over the next two years. Certain implementation activities will require higher than typical expenses for various country operations during the upgrade installation phase. While the Company believes that its phased and careful approach to the implementation will lead to successful conversions with limited disruption to business operations, no assurance can be given that the upgrades and conversions will not cause disruption of the business. Customer Credit Exposure The Company sells its products to a large customer base of value-added resellers, corporate resellers, retailers and direct marketers. The Company finances a significant portion of such sales. As a result, the Company's business could be adversely affected in the event of the deterioration of the financial condition of its customers, resulting in the customers' inability to repay the Company. This risk increases because of the general economic downturn affecting a large number of the Company's customers and in the event the Company's customers do not adequately manage their business or disclose properly their financial condition. Liquidity and Capital Resources The Company's business requires substantial capital to finance accounts receivable and product inventory that are not financed by trade creditors. The Company has historically relied upon cash generated from operations, bank credit lines, trade credit from its vendors, proceeds from public offerings of its Common Stock and proceeds from debt offerings to satisfy its capital needs and finance growth. The Company utilizes financing strategies such as receivables securitization, leases with tax and accounting treatment advantages, subordinated convertible debentures and revolving credit facilities. The Company will continue to need additional financing, including debt financing. The inability to obtain such sources of capital could have an adverse effect on the Company's business. The Company's revolving credit facilities contain various financial covenants that may limit the Company's ability to borrow to certain ratios of debt to income. Acquisitions As part of its growth strategy, the Company pursues the acquisition of companies that either complement or expand its existing business. As a result, the Company regularly evaluates potential acquisition opportunities, which may be material in size and scope. Acquisitions involve a number of risks and uncertainties, including expansion into new geographic markets and business areas, the requirement to understand local business practices, the diversion of management's attention to the assimilation of the operations and personnel of the acquired companies, the possible requirement to upgrade the acquired companies' management information systems to the Company's standards, potential adverse short-term effects on the Company's operating results and the amortization or impairment of any acquired intangible assets.

Foreign Currency Exchange Risks; Exposure to Foreign Markets

Foreign Currency Exchange Risks; Exposure to Foreign Markets The Company conducts business in countries outside of the United States, which exposes the Company to fluctuations in foreign currency exchange rates. The Company may enter into short-term forward exchange or option contracts to hedge this risk according to its outlook on future exchange rates; nevertheless, fluctuations in foreign currency exchange rates could have an adverse effect on the Company's business. In particular, the value of the Company's equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates. These fluctuations, which are carried in an accumulated translation account, may result in losses in the event a foreign subsidiary is sold or closed at a time when the foreign currency is weaker than when the Company initially invested in the country. The Company's international operations are subject to other risks such as the imposition of governmental controls, export license requirements, restrictions on the export of certain technology, political instability, trade restrictions, tariff changes, difficulties in staffing and managing international operations, changes in the interpretation and enforcement of laws (in particular related to items such as duty and taxation), difficulties in collecting accounts receivable, longer collection periods and the impact of local economic conditions and practices. There can be no assurance that these and other factors will not have an adverse effect on the Company's business. Changes in Legislation The Company operates in compliance with applicable laws and regulations. Where new legislation is enacted with minimal advance notice, or interpretations or new applications of existing law are made, the Company may need to implement changes in its policies or structure. As an example, the Company is currently responding to the corporate and accounting reforms enacted recently by the legislature, the SEC, and the stock exchanges. The Company makes plans for its structure and operations based upon existing laws and anticipated future changes in the law. The Company is susceptible to unanticipated changes in legislation, especially relating to income and other taxes, import/export laws, hazardous materials legislation, etc. Such changes in legislation, both domestic and international, may have a significant adverse effect on the Company's business. Product Supply The Company is dependent upon the supply of products available from its vendors. The industry is characterized by periods of severe product shortages due to vendors' difficulty in projecting demand for certain products distributed by the Company. When such product shortages occur, the Company typically receives an allocation of product from the vendor. There can be no assurance that vendors will be able to maintain an adequate supply of products to fulfill all of the Company's customer orders on a timely basis. Failure to obtain adequate product supplies, if available to competitors, could have an adverse effect on the Company's business. Delivery Systems The Company relies on arrangements with independent shipping companies, such as Federal Express and United Parcel Service, for the delivery of our products from vendors and to customers. The failure or inability of these shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have a material adverse effect on the Company's business. The Company may also be adversely affected by an increase in freight surcharges due to rising fuel costs and added security. There can be no assurance that Tech Data will be able to pass along the full effect of an increase in these surcharges to its customers. Vendor Relations The Company relies on various rebate and cooperative marketing programs offered by its vendors to defray expenses associated with distributing and marketing the vendors' products. Currently, the rebates and purchase discounts offered by vendors are influenced by sales volumes and percentage increases in sales, and are subject to changes by the vendors. Additionally, certain of the Company's vendors subsidize floor plan financing arrangements. A reduction by the Company's vendors in any of these programs, or a significant change in their offerings, could have an adverse effect on the Company's business.

The Company receives a significant percentage of revenues from products it purchases from relatively few manufacturers. Each manufacturer may make rapid, significant and adverse changes in their sales terms and conditions, or may merge with or acquire other significant manufacturers. The Company's gross margins could be materially and negatively impacted if the Company is unable to pass through the impact of these changes to our reseller customers or cannot develop systems to manage ongoing supplier pass-through programs. In addition, the Company's standard vendor distribution agreement permits termination without cause by either party upon 30 days notice. The loss of a relationship with any of the Company's key vendors, a change in their strategy (such as increasing direct sales), the merging of significant manufacturers, or significant changes in terms on their products may adversely affect the Company's business. General Economic Conditions From time to time the markets in which the Company sells its products experience weak economic conditions that may negatively affect the Company's sales. To the extent that general economic conditions affect the demand for products sold by the Company, such conditions could have an adverse effect on the Company's business. As a result of recent unfavorable economic conditions in many of the Company's markets, the Company has experienced an overall reduction in sales. In previous years, the Company experienced rapid expansion and is presently experiencing a general slowdown in the industry. Such changes have resulted in new and increased responsibilities for management personnel and placed a strain upon the Company's management, operating and financial systems and other resources. There can be no assurance that the strain placed upon the Company's management, operating and financial systems and other resources will not have an adverse effect on the Company's business. Exposure to Natural Disasters, War, and Terrorism The Company's headquarters facilities, some of its logistics centers as well as certain vendors and customers are located in areas prone to natural disasters such as floods, hurricanes, tornadoes, or earthquakes. The Company's business could be adversely affected should its ability to distribute products be impacted by such an event. The Company operates in multiple geographic markets, several of which may be susceptible to acts of war and terrorism. The Company's business could be adversely affected should its ability to distribute products be impacted by such events. The Company has operations in the Middle East that may be impacted by the current conflict in Iraq, should the conflict spread more broadly in the region. Labor Strikes The Company's labor force is currently non-union with the exception of employees of certain European subsidiaries which are subject to collective bargaining or similar arrangements. Additionally, the Company does business in certain foreign countries where labor disruption is more common than is experienced in the United States. Some of the freight carriers used by the Company are unionized. A labor strike by a group of the Company's employees, one of the Company's freight carriers, one of its vendors, a general strike by civil service employees, or a governmental shutdown could have an adverse effect on the Company's business. Many of the products the Company sells are manufactured in countries other than the countries in which the Company's logistics centers are located. The inability to receive products into the logistic centers because of government action or labor disputes at critical ports of entry may have a material adverse effect on the results of operations of the Company's business. Volatility of Common Stock Because of the foregoing factors, as well as other variables affecting the Company's operating results, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. In addition, the Company's participation in a highly dynamic industry often results in significant volatility of the Common Stock price. Some of the

factors that may affect the market price of the Common Stock, in addition to those discussed above, are changes

factors that may affect the market price of the Common Stock, in addition to those discussed above, are changes in investment recommendations by securities analysts, changes in market valuations of competitors and key vendors, and fluctuations in the stock market price and volume of traded shares generally, but particularly in the technology sector. Forecasts The forecasts of volume, timing, and gross profits of orders are based on many factors and subjective judgments, and the Company cannot assure that the forecasts are accurate. The Company makes many management decisions on the basis of the forecasts, including the hiring and training of personnel, which represents a significant portion of our overall expenses. Thus, the failure to generate revenue and gross profits according to expectations could have a material adverse effect on the results of the operations of the Company.

Exhibit 99-B Certification of Chief Executive Officer Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 I, Steven A. Raymund, Chairman of the Board of Directors and Chief Executive Officer of Tech Data Corporation ("Tech Data"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (i) Tech Data's Annual Report on Form 10-K for the fiscal year ended January 31, 2003, (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Tech Data.
Dated: April 24, 2003 /s/ Steven A. Raymund --------------------------------------Steven A. Raymund Chairman of the Board of Directors and Chief Executive Officer

Exhibit 99-C Certification of Chief Financial Officer Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 I, Jeffery P. Howells, Executive Vice President and Chief Financial Officer of Tech Data Corporation ("Tech Data"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

Exhibit 99-B Certification of Chief Executive Officer Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 I, Steven A. Raymund, Chairman of the Board of Directors and Chief Executive Officer of Tech Data Corporation ("Tech Data"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (i) Tech Data's Annual Report on Form 10-K for the fiscal year ended January 31, 2003, (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Tech Data.
Dated: April 24, 2003 /s/ Steven A. Raymund --------------------------------------Steven A. Raymund Chairman of the Board of Directors and Chief Executive Officer

Exhibit 99-C Certification of Chief Financial Officer Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 I, Jeffery P. Howells, Executive Vice President and Chief Financial Officer of Tech Data Corporation ("Tech Data"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (i) Tech Data's Annual Report on Form 10-K for the fiscal year ended January 31, 2003, (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Tech Data.
Dated: April 24, 2003 /s/ Jeffery P. Howells ---------------------------------Jeffery P. Howells Executive Vice President and Chief Financial Officer

Exhibit 99-C Certification of Chief Financial Officer Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 I, Jeffery P. Howells, Executive Vice President and Chief Financial Officer of Tech Data Corporation ("Tech Data"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (i) Tech Data's Annual Report on Form 10-K for the fiscal year ended January 31, 2003, (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Tech Data.
Dated: April 24, 2003 /s/ Jeffery P. Howells ---------------------------------Jeffery P. Howells Executive Vice President and Chief Financial Officer

Exhibit 99-D Tech Data Corporation Audit Committee of the Board of Directors Charter I. Scope of Audit Committee Responsibilities and Activities The audit committee is a committee of the Board of Directors established pursuant to Article V, section D of the Bylaws of Tech Data Corporation. The audit committee assists the Board of Directors in fulfilling its oversight responsibilities for the reliability and integrity of: . The financial reports and other financial information provided by the Corporation to the public, its shareholders, and others; . Compliance with legal and regulatory requirements; . The Corporation's systems of disclosure controls and internal controls over its accounting and financial reporting processes; and, . The auditing process. The audit committee's primary duties and responsibilities are to: . Serve as an independent and objective party to monitor the Corporation's financial reporting process, disclosure controls and internal control system. . Appoint a firm of qualified, independent public accountants to audit the accounts of the Corporation and its

Exhibit 99-D Tech Data Corporation Audit Committee of the Board of Directors Charter I. Scope of Audit Committee Responsibilities and Activities The audit committee is a committee of the Board of Directors established pursuant to Article V, section D of the Bylaws of Tech Data Corporation. The audit committee assists the Board of Directors in fulfilling its oversight responsibilities for the reliability and integrity of: . The financial reports and other financial information provided by the Corporation to the public, its shareholders, and others; . Compliance with legal and regulatory requirements; . The Corporation's systems of disclosure controls and internal controls over its accounting and financial reporting processes; and, . The auditing process. The audit committee's primary duties and responsibilities are to: . Serve as an independent and objective party to monitor the Corporation's financial reporting process, disclosure controls and internal control system. . Appoint a firm of qualified, independent public accountants to audit the accounts of the Corporation and its subsidiaries and to review and appraise the audit efforts of the Corporation's independent public accountants and supervise and appraise the Internal Audit Department. . Provide an open avenue of communication among the independent public accountants, financial and senior management, the Internal Audit Department, and the Board of Directors. . Investigate any matters within the audit committee's scope of responsibilities and report periodically to the Board of Directors on significant results from its activities. The audit committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this charter. II. Composition The members of the audit committee shall be elected as described in the Bylaws. The audit committee shall be comprised of three or more directors. Only independent directors may serve on the Audit Committee. Independence shall be determined by the Board of Directors in accordance with all applicable laws, regulations, and rules. All members of the audit committee must be able to read, understand, and analyze financial statements of the Corporation, including the Corporation's balance sheet, income statement, and cash flow statement. At least one member of the audit committee shall be a financial expert, as determined by the Board of Directors in accordance with all applicable laws, regulations, and rules.

III. Meetings

III. Meetings The audit committee shall meet in accordance with the Bylaws but at least four times annually, or more frequently as circumstances dictate. The audit committee will meet at least quarterly with management; the Director of the Internal Audit Department; and the independent public accountants to discuss any matters that the audit committee or each of these groups believes should be discussed. At the request of a member of the audit committee, management, the independent public accountants, or the internal auditor, the audit committee may meet and confer with such officers and employees of the Corporation as the audit committee shall deem appropriate in connection with carrying out the audit committee's responsibilities, including any significant difficulties encountered during the course of the audit and any restrictions on the scope of work or access to required information. IV. Responsibilities and Duties To fulfill its responsibilities and duties the audit committee shall: Document/Reports Review 1. Review and update this charter at least annually. 2. Review the Corporation's annual financial statements and, at the discretion of any member of the audit committee, any financial reports or other financial information submitted to any governmental body or the public, including any certification, report, opinion, or review rendered by the independent public accountants. 3. Review the regular internal reports to management prepared by the Internal Audit Department and management's response to these reports. 4. Discuss with financial management and independent public accountants the quarterly earnings announcement prior to its release and review the Form 10-Q prior to its filing. 5. Receive reports from the independent accounting firm. Reports include critical accounting policies, alternative treatments of financial information considered, and material written communications with the Corporation. Independent Public Accountants 6. Annually select and, where appropriate, replace the independent public accountants. 7. The independent public accountants are responsible to the Board of Directors and shall report to the audit committee. 8. Provide for the rotation of the lead audit partner and the reviewing partner at least every five (5) years. 9. Approve the compensation of the independent public accountants. 10. Take appropriate action to oversee the independence and performance of the independent public accountants. 11. Annually review and discuss with the independent public accountants all significant relationships the independent public accountants have with the Corporation to determine their independence. 12. Approve, on a quarterly basis, any audit and non-audit related services to be provided by the independent public accountant. 13. Meet jointly and/or separately with the chief financial officer of the Corporation and the independent public accountants before commencement of the annual financial statement audit to (a) discuss the evaluation by management and the independent public accountants of the adequacy and effectiveness of the accounting procedures and internal controls of the Corporation and its subsidiaries, (b) approve the overall scope of the

audit and the fees to be charged, (c) inquire and discuss recent Financial Accounting Standards Board, Securities and Exchange Commission or other regulatory agency pronouncements, if any, which might affect the Corporation's financial statements.

14. Meet jointly and/or separately with the chief financial officer and the independent public accountants at the conclusion of the audit to (a) review the audited financial statements of the Corporation, (b) discuss the result of the audit, (c) discuss any significant recommendations by the independent public accountants for improvement of accounting systems and controls of the Corporation, and (d) discuss the quality and depth of staffing in the accounting and financial departments of the Corporation. 15. Investigate any matters brought to its attention and resolve disagreements between the independent accounting firm and the Corporation. 16. Review quarterly reports from the Disclosure Committee. 17. Have the authority and funding from the Corporation to obtain advice from experts outside of the Corporation, such as legal and accounting experts. Internal Auditors 18. Take appropriate actions to oversee the independence and the objectivity of the internal auditors. 19. Review activities, budget, organizational structure, staffing, charter, qualifications, and compensation of the Internal Audit Department. 20. Review and concur in the appointment, performance, replacement, reassignment, or dismissal of the Director, Internal Audit Department. Financial Reporting Process 21. Discuss with the independent public accountants and the internal auditors the integrity of the organization's financial reporting processes. 22. Consider the independent public accountants judgment about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting. 23. Consider and approve, if appropriate, major changes to the Corporation's accounting principles and practices as suggested by the independent public accountants, management, or the Internal Auditing Department. 24. Review any reportable events required by auditing standards (i.e. SAS #90) including any disagreements among management and the independent public accountants or the Internal Auditing Department in connection with the preparation of the financial statements. 25. Establish procedures for employees and others outside the Corporation to report concerns or make complaints concerning the Corporation's accounting or auditing matters and the ethics and compliance of the Corporation's financial officers.

14. Meet jointly and/or separately with the chief financial officer and the independent public accountants at the conclusion of the audit to (a) review the audited financial statements of the Corporation, (b) discuss the result of the audit, (c) discuss any significant recommendations by the independent public accountants for improvement of accounting systems and controls of the Corporation, and (d) discuss the quality and depth of staffing in the accounting and financial departments of the Corporation. 15. Investigate any matters brought to its attention and resolve disagreements between the independent accounting firm and the Corporation. 16. Review quarterly reports from the Disclosure Committee. 17. Have the authority and funding from the Corporation to obtain advice from experts outside of the Corporation, such as legal and accounting experts. Internal Auditors 18. Take appropriate actions to oversee the independence and the objectivity of the internal auditors. 19. Review activities, budget, organizational structure, staffing, charter, qualifications, and compensation of the Internal Audit Department. 20. Review and concur in the appointment, performance, replacement, reassignment, or dismissal of the Director, Internal Audit Department. Financial Reporting Process 21. Discuss with the independent public accountants and the internal auditors the integrity of the organization's financial reporting processes. 22. Consider the independent public accountants judgment about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting. 23. Consider and approve, if appropriate, major changes to the Corporation's accounting principles and practices as suggested by the independent public accountants, management, or the Internal Auditing Department. 24. Review any reportable events required by auditing standards (i.e. SAS #90) including any disagreements among management and the independent public accountants or the Internal Auditing Department in connection with the preparation of the financial statements. 25. Establish procedures for employees and others outside the Corporation to report concerns or make complaints concerning the Corporation's accounting or auditing matters and the ethics and compliance of the Corporation's financial officers.


								
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