Tech Data 2014 Annual Report Download - page 105

and the Affected Quarterly Financial Statements on or before February 28, 2014 in accordance with the terms of
Sections
7.01(a) or 7.01(b)
, as applicable, of the Credit Agreement and the related certificate of its independent certified public
accountants and Compliance Certificate in accordance with the terms of Sections 7.02(a) and 7.02(b)
of the Credit
Agreement and (y) failure of the Borrower to obtain an applicable exception from NASDAQ on or before March 27, 2014
with respect to the Annual Meeting Matter or NASDAQ takes any action or fails to take any action in connection with the
Annual Meeting Matter that could reasonably be likely to result in the delisting of the Borrower from NASDAQ or actually
results in the delisting of the Borrower from NASDAQ, shall, in each case, constitute an immediate Event of Default, except
as may be further amended upon mutual agreement between the Borrower and the Required Lenders;”
(
c) Section 1(b) of the Waiver Agreement, which, for the avoidance of doubt, was further amended by the First
Amendment and the Second Amendment, is hereby amended and restated in its entirety to read as follows:
“(
b) waive (i) all breaches of certifications, representations and warranties under the Credit Agreement or other
Loan Documents (or any document delivered in connection therewith), (ii) all Defaults caused by violations, if any, of
Sections 7.01(a) , 7.01(b) , 7.02(a) , 7.02(b) , 7.03(a) , 7.08 , 7.09(a) , 7.09(b) or 7.13
of the Credit Agreement, (iii) the
failure to satisfy the conditions precedent in Sections 5.01(a)(vii)(A) , 5.01(a)(viii) and 5.02(a)
of the Credit Agreement
(including conditions precedent to any further Credit Extension under the Credit Agreement), and (iv) any Events of
Default that would otherwise arise or have arisen under Sections 9.01(b) , 9.01(c) or 9.01(d)
of the Credit Agreement as a
result of non-
compliance with any of the items listed in subclauses (i), (ii) or (iii) immediately above, each resulting from
the Specified Matters or the Annual Meeting Matter, as applicable; provided
that it is understood and agreed that (x)
failure of the Borrower to deliver restated Prior Financial Statements on or before February 28, 2014 (which may be
provided as part of the Borrower’s Annual Report on Form 10-
K for fiscal year ended January 31, 2013) showing results
for consolidated net income that are substantially consistent (within $20,000,000, and excluding the effect of recognizing
up to $42,000,000 of additional tax contingencies in the 2013 Financial Statements) with the estimates of consolidated net
income reductions included in Part IV of the SEC Filing and (y) failure of the Borrower to obtain an applicable exception
from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or NASDAQ takes any action or
fails to take any action in connection with the Annual Meeting Matter that could reasonably be likely to result in the
delisting of the Borrower from NASDAQ or actually results in the delisting of the Borrower from NASDAQ, shall, in each
case, constitute an immediate Event of Default, except as may be further amended upon mutual agreement between the
Borrower and the Required Lenders; and”
(d) Section 1(c) of the Waiver Agreement is hereby amended and restated in its entirety to read as follows:
“(c) waive any Default that may occur pursuant to Section 9.01(e)
of the Credit Agreement as a result of
violations of any agreement or instrument governing Indebtedness or a Guarantee of the Borrower due to (i) the Specified
Matters, (ii) the failure to file with the SEC or to transmit to holders thereunder the 2013 Financial Statements or the
Affected Quarterly Financial Statements as and when required by the terms thereof or (iii) the Annual Meeting Matter (A)
in the case of the any agreement or instrument governing Indebtedness of the Borrower (other than Material Debt
Agreements (as defined below)), until the earlier of (x) February 28, 2014 and (y) the date of acceleration of such
Indebtedness or enforcement of a lien securing such Indebtedness, and (B) in
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