Confidential Treatment RequestedExhibit 10.1

This FOURTH OMNIBUS AMENDMENT (this “Amendment”), dated as of November 6, 2014, is entered into by and among SIT FUNDING CORPORATION (the “Borrower”), SYNNEX CORPORATION (“Synnex”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Committed Lender, PNC, as Managing Agent for the PNC Lender Group, SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as a Committed Lender, MANHATTAN ASSET FUNDING COMPANY LLC (“MAFC”), as a Discretionary Lender, SMBC NIKKO SECURITIES AMERICA, INC. (“SMBC Nikko”), as Administrator for the SMBC Discretionary Lender and as Managing Agent for the SMBC Lender Group, LIBERTY STREET FUNDING LLC (“Liberty Street”), as a Discretionary Lender, and THE BANK OF NOVA SCOTIA (“BNS”), as a Committed Lender, as Administrative Agent for the Committed Lenders and Discretionary Lenders, as Administrator for the BNS Discretionary Lender and as Managing Agent for the BNS Lender Group and is the (i) EIGHTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as described below) and (ii) TENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as described below).

A.WHEREAS, the Borrower, PNC, SMBC, MAFC, SMBC Nikko, Liberty Street and BNS are parties to that certain Fourth Amended and Restated Receivables Funding and Administration Agreement, dated as of November 12, 2010 (together with all exhibits and schedules thereto, and as heretofore amended, restated or supplemented, the “RFA”);

B.    WHEREAS, each of the persons signatory thereto from time to time as Originators, Synnex, in its capacity as servicer thereunder, and the Borrower, as buyer are parties to that certain Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of January 23, 2009 (together with all exhibits and schedules thereto, and as heretofore amended, restated or supplemented, the “SSA”); and

C.    WHEREAS, the Borrower, PNC, SMBC, MAFC, SMBC Nikko, Liberty Street and BNS desire to amend and modify certain terms of the RFA as hereinafter set forth and the Borrower, Synnex and BNS desire to amend and modify certain terms of the SSA, and to make certain other changes to the RFA, the SSA and the Related Documents, as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    Certain Defined Terms. Capitalized terms that are used herein without definition shall have the same meanings herein as in Annex X to SSA and RFA.

2.    Amendments to Annex X to the SSA and the RFA.

(a)    Clause (iii) in the definition of “Adjusted Net Receivables Balance” in Annex X to SSA and RFA is hereby amended and restated in its entirety to read as follows:

“(iii) the lesser of (A) (I) the aggregate Outstanding Balance of all Eligible Receivables the Obligors of which are Eligible Foreign Obligors minus (II) the sum, with respect to each Eligible Foreign Obligor Jurisdiction, of the amount by which the aggregate Outstanding Balance of all Eligible Receivables of each Eligible Foreign Obligor organized in such Eligible Foreign Obligor Jurisdiction exceeds 2.00% of the Net Receivables Balance and (B) (I) at any time a Foreign Obligor Trigger Event exists, 2.00% of the Net Receivables Balance and (II) at any time a Foreign Obligor Trigger Event does not exist, 5.00% of the Net Receivables Balance, and”.

(b)    The definition of “Aggregate Commitment” in Annex X to SSA and RFA is hereby amended by replacing the amount “Five Hundred Million Dollars ($500,000,000)” where it appears therein with the amount “Six Hundred Million Dollars ($600,000,000)” in its place.

(c)    The definition of “Concentration Percentage” in Annex X to SSA and RFA is hereby amended and restated in its entirety as follows:

““Concentration Percentage” shall mean, as of any date of determination, for the Obligors compromising each Class of Obligor in the table below, on an individual basis, a percentage not to exceed the corresponding “Individual Obligor Percentage”, subject to adjustment for any Special Obligors as approved by the Administrative Agent with the consent of the Requisite Lenders.

(d)    The definition of “Default Ratio” in Annex X to SSA and RFA is hereby amended by (i) replacing the text “Outstanding Balance” where it appears in clause (a)(i) therein with

the text “Billed Amount” in its place and (ii) replacing the time period “three (3) months” where it appears in clause (b) therein with the time period “four (4) months” in its place.

(e)    The definition of “Default Trigger Ratio” in Annex X to SSA and RFA is hereby amended by (i) replacing the text “fourth, fifth, and sixth” where it appears therein with the text “fifth, sixth, and seventh” in its place and (ii) replacing the text “Outstanding Balance” where it appears in clause (a) therein with the text “Billed Amount” in its place.

(f)    The definition of “Defaulted Receivable” in Annex X to SSA and RFA is hereby amended by replacing the text “91 to 120 days” where it appears therein with the text “121 to 150 days” in its place.

(g)    The definition of “Delinquency Ratio” in Annex X to SSA and RFA is hereby amended and restated in its entirety to read as follows:

(h)    The definition of “Delinquency Trigger Ratio” in Annex X to SSA and RFA is hereby amended and restated in its entirety to read as follows:

(i)    Clause (a) of the definition of “Eligible Receivable” in Annex X to SSA and RFA is hereby amended by replacing the number “90” where it appears therein with the number “120” in its place.

(j)    The definition of “Final Advance Date” in Annex X to SSA and RFA is hereby amended by replacing the date “October 18, 2015” where it appears therein with the date “November 4, 2016” in its place.

(k)    The definition of “Indemnified Taxes” in Annex X to SSA and RFA is hereby amended by replacing the text “Section 2.08(h)” where it appears therein with the text “Section 2.08(g)” in its place.

(l)    The definition of “Loss Reserve Ratio” in Annex X to SSA and RFA is hereby amended and restated in its entirety to read as follows:

““Loss Reserve Ratio” shall mean, as of any date of determination, the ratio (expressed as a percentage) calculated in accordance with the following formula:

LRR =        the Loss Reserve Ratio;

(m)    The definition of “Minimum Reserve Ratio” in Annex X to SSA and RFA is hereby amended by replacing the percentage “22.5%” where it appears therein with the percentage “25.0%” in its place.

(n)    The last sentence in the definition of “Special Obligor” in Annex X to SSA and RFA is hereby amended and restated in its entirety to read as follows:

“As of the Fourth Omnibus Amendment Effective Date, and until such status is revoked by any Lender, (i) [*] shall be a Special Obligor with an “Individual Obligor Percentage” of 25.00% so long as [*]’s long-term unsecured rating is equal to or greater than A by S&P and Baa2 by Moody’s; (ii) [*] shall be a Special Obligor with an “Individual Obligor Percentage” equal to a Class C Obligor under the definition of “Concentration Percentage” so long as [*]’s long-term unsecured rating is equal to or greater than BB by S&P and Baa3 by Moody’s; and (iii) [*] shall be a Special Obligor with an “Individual Obligor Percentage” of 7.00%.”.

(o)    Annex X to the SSA and RFA is hereby be amended by inserting the following defined terms in the appropriate alphabetical order:

““Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower, the Servicer, and each Originator or their respective Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

“Eligible Foreign Obligor” shall mean a Foreign Obligor whose jurisdiction of organization has a sovereign debt rating of no less than A-1 by S&P and P-1 by Moody’s.

“Eligible Foreign Obligor Jurisdiction” shall mean any jurisdiction in which an Eligible Foreign Obligor is organized.

“Foreign Obligor Trigger Event” shall exist if, as of any date of determination, either (i) Synnex’s Fixed Charge Coverage Ratio (as defined in the Credit Agreement) is below 1.20 or (ii) Synnex’s consolidated Leverage Ratio (as defined in the Credit Agreement) is above 3.50.

“Fourth Omnibus Amendment Effective Date” shall mean November 6, 2014.

“Participant Register” shall have the meaning assigned to it in Section 12.02(i) of the Funding Agreement.

“Register” shall have the meaning assigned to it in Section 12.02(i) of the Funding Agreement.

“Sanctioned Country” shall mean, at any time, a country or territory which is the subject or target of any Sanctions, including, on the Fourth Omnibus Amendment Effective Date, Cuba, Iran, North Korea, Sudan and Syria.

“Sanctioned Person” shall mean, at any time (i) a Person currently the subject or the target of any Sanctions, including any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, and (ii) any Person controlled by any such Person.

“Sanctions” shall mean economic, financial or other sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or other relevant sanctions authority, including the U.S. and Canada.

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.”.

3.    Amendments to the RFA.

(a)    The second sentence in clause (g) of Section 2.08 to the RFA is hereby amended and restated in its entirety as follows:

“If the Borrower shall be required by law to deduct or withhold any Indemnified Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as much as shall be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.08) the Affected Party entitled to receive any such payment receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxing or other authority in accordance with applicable law.”.

(b)    The first sentence in clause (a) of Section 2.09 to the RFA is hereby amended and restated in its entirety in its entirety to read as follows:

“If any Affected Party shall have determined that, after the date hereof, the adoption or implementation of or any change in any law, treaty, governmental (or quasi governmental) rule, regulation, guideline or order or in the administration, interpretation, implementation or application thereof by any Governmental Authority regarding capital adequacy, reserve or liquidity requirements or similar requirements or compliance by such Affected Party with any request or directive regarding capital adequacy, reserve or liquidity requirements or similar requirements (whether or not having the force of law) from any central bank or other Official Body increases or would have the effect of increasing the amount of capital, liquidity, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Agreement or any other Related Document or Program Support Agreement and thereby reducing the rate of return on such Affected Party’s capital as a consequence of its commitments

hereunder or thereunder (each, an “Increased Capital Rate of Return Reduction Event”), then the Borrower shall from time to time upon demand by the Administrative Agent pay to the Administrative Agent on behalf of such Affected Party additional amounts sufficient to compensate such Affected Party for such reduction together with interest thereon from the date of any such demand until payment in full at the applicable Base Rate.”.

(c)    The first sentence of clause (o) of Section 4.01 to the RFA is hereby amended and restated in its entirety to read as follows:

“The Borrower (i) is not a “covered fund” under the Volcker Rule and (ii) is not, and after giving effect to the transactions contemplated hereby, will not be required to register as, an “investment company” within the meaning of the Investment Company Act or any successor statute. In determining that the Borrower is not a covered fund, the Borrower either does not rely solely on the exemption from the definition of “investment company” set forth in Section 3(c)(1) and/or 3(c)(7) of the Investment Company Act or is entitled to the benefit of the exclusion for loan securitizations in the Volcker Rule under 17 C.F.R. 75.10(c)(8).”.

(d)    Section 4.01 to the RFA is hereby amended by inserting a new clause (w) at the end thereof to read as follows:

“(w)    Anti-Corruption Laws and Sanctions. Policies and procedures have been implemented and maintained by or on behalf of the Borrower that are designed to achieve compliance by the Borrower and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, giving due regard to the nature of such the Borrower’s business and activities, and the Borrower and, to the knowledge of the Borrower, its officers, employees, directors and agents acting in any capacity in connection with or directly benefitting from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects. (a) None of the Borrower or, to the knowledge of the Borrower, any of its directors, officers, employees, or agents that will act in any capacity in connection with or directly benefit from the credit facility established hereby, is a Sanctioned Person, and (b)  the Borrower is not organized or resident in a Sanctioned Country. No Advance or use of proceeds thereof by the Borrower in any manner will violate Anti-Corruption Laws or applicable Sanctions.”.

(e)    Section 5.01 to the RFA is hereby amended by inserting a new clause (i) at the end thereof to read as follows:

“(i)        Anti-Corruption Laws and Sanctions. Policies and procedures will be maintained and enforced by or on behalf of the Borrower that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of the Borrower, by the Borrower and each of its directors,

officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, in each case giving due regard to the nature of the Borrower’s business and activities.”.

(f)    Section 5.03 to the RFA is hereby amended by inserting a new clause (q) at the end thereof to read as follows:

“(q)    Anti-Corruption Laws and Sanctions. The Borrower will not request any Advance, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of any Advance (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent doing so would violate any Sanctions, or (C) in any other manner that would result in liability to any party hereto under any applicable Sanctions or the violation of any Sanctions by any such Person.”.

(g)    Section 8.01(t) to the RFA is hereby amended and restated in its entirety as follows:

“(t)        (i) the Default Trigger Ratio shall exceed 2.00%; (ii) the Delinquency Trigger Ratio shall exceed 2.50%; (iii) the Dilution Trigger Ratio shall exceed 5.75%; or (iv) the Receivables Collection Turnover Trigger shall exceed 47.5 days; or”.

(h)    Section 12.02 to the RFA is hereby amended by inserting a new clause (i) at the end thereof to read as follows:

“(i)        The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain, or cause to be maintained, a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Related Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any of the Related Documents) to any Person except to the extent that such disclosure is necessary to

establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.”.

(i)    Schedule 1.01 to the RFA is hereby amended and restated in its entirety in the form of Exhibit A attached hereto.

(j)    The Form of Monthly Report and the Form of Weekly Report attached to Annex 5.02(a) to the RFA are hereby amended and restated in its entirety in the form of Exhibit B attached hereto.

4.    Amendments to the SSA.

(a)    Section 4.01 to the SSA is hereby amended by inserting a new clause (y) at the end thereof to read as follows:

“(y)    Anti-Corruption Laws and Sanctions. Policies and procedures have been implemented and maintained by or on behalf of each of the Transaction Parties that are designed to achieve compliance by the Transaction Parties and their respective Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and each of the Transaction Parties, their respective Subsidiaries and their respective officers and employees and, to the knowledge of each of the Transaction Parties, its respective officers, employees, directors and agents acting in any capacity in connection with or directly benefitting from the purchases contemplated established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects. None of (a) the Transaction Parties or any of their respective Subsidiaries or, to the knowledge of the Transaction Parties, as applicable, any of their respective directors, officers, employees, or agents that will act in any capacity in connection with or directly benefit from the credit facility established hereby, is a Sanctioned Person, and (b)  the Transaction Parties nor any of their respective Subsidiaries is organized or resident in a Sanctioned Country. No use of proceeds of the Sale Price of any Transferred Receivables by any Transaction Party will in any manner violate Anti-Corruption Laws or applicable Sanctions.”.

(b)    Section 4.02 to the SSA is hereby amended by inserting a new clause (o) at the end thereof to read as follows:

“(o)    Anti-Corruption Laws and Sanctions. Policies and procedures will be maintained and enforced by or on behalf of each Originator that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of each Originator, by such Originator and each of its respective Subsidiaries and its or their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, in each case giving due regard to the nature of such Person’s business and activities.”.

(c)    Section 4.03 to the SSA is hereby amended by inserting a new clause (n) at the end thereof to read as follows:

“(n)    Anti-Corruption Laws and Sanctions. Each Originator shall not use, and each Originator shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, proceeds of the Sale Price of any Transferred Receivables (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent doing so would violate any Sanctions, or (C) in any other manner that would result in liability to any party hereto under any applicable Sanctions or the violation of any Sanctions by any such Person.”.

(d)    Section 7.04 to the SSA is hereby amended by inserting a new clause (p) at the end thereof to read as follows:

“(p)    Anti-Corruption Laws and Sanctions. Policies and procedures will be maintained and enforced by or on behalf of the Servicer that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of the Servicer, by the Servicer and each of its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, in each case giving due regard to the nature of such Person’s business and activities”.

5.    Representations and Warranties. Each of Synnex and the Borrower represents and warrants for itself as follows:

(a)    It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)    This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)    No consent, approval, authorization or order of, or filing (except for any filing required by federal securities laws), registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment that has not already been obtained.

(d)    The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its organization documents or (ii) violate, contravene or conflict in any material respect with any laws applicable to such Person.

(e)    Immediately after giving effect to this Amendment, (i) the representations and warranties of the Borrower set forth in the RFA and Synnex set forth in the SSA shall be true and correct (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof, in which case, such representations and warranties shall be true and correct as of such other date) and (ii) no Termination Event or Incipient Termination Event shall have occurred and be continuing.

6.    Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the RFA and the SSA shall remain in full force and effect. After this Amendment becomes effective, all references in the RFA and the SSA to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the RFA or the SSA, as applicable, shall be deemed to be references to the RFA and the SSA as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the RFA or the SSA other than as set forth herein.

7.    Effectiveness. This Amendment shall become effective as of the date hereof (the “Effective Date”) receipt by the Administrative Agent of the following: (i) counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto; (ii) counterparts of the Amended and Restated Fee Letter (whether by facsimile or otherwise) executed by each of the other parties thereto; and (iii) such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and Synnex and the authorization of this Amendment, all in form and substance satisfactory to the Administrative Agent.

8.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy electronically (e.g. pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

9.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

10.    Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

11.    Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the RFA or the SSA or any provision hereof or thereof.

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