Tech Data 2014 Annual Report Download - page 106

the case of Material Debt Agreements, until the earlier of (x) February 15, 2014 and (y) the date of acceleration of such
Indebtedness or enforcement of a lien securing such Indebtedness.”
2. Condition Precedent
. This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of
this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent.
3. Miscellaneous .
(a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan
Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.
(b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii)
affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in
connection herewith do not operate to reduce or discharge its obligations under the Facility Guaranty or the Loan
Documents.
(c) Except as expressly provided herein, the amendments set forth herein do not modify or affect the
Loan Parties’ obligations to comply fully with (i) the terms of Sections 5.02 , 7.01 , 7.02 , 7.03 , 7.08 , 7.09 or 7.13
of the
Credit Agreement for any future periods or any other duty, term, condition or covenant contained in the Credit Agreement
or any other Loan Document, including, but not limited, to satisfaction of Section 8.13
for the fiscal year ending January
31, 2013 or (ii) the terms of Section 8.13
for any period covered by the Prior Financial Statements. The above amendments
are limited solely to the waivers provided in the Waiver Agreement and nothing contained in this Agreement shall be
deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any Lender may have under the
Credit Agreement or any other Loan Document or under applicable law.
(d) After giving effect to this Agreement, the Borrower represents and warrants to the Lenders that (i) except with
respect to the Specified Matters and the Annual Meeting Matter, the representations and warranties of the Borrower set
forth in Article VI
of the Credit Agreement and in each other Loan Document are true and correct in all material respects as
of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and
warranties expressly relate solely to an earlier date, in which case they were true and correct as of such earlier date, (ii)
except with respect to the Specified Matters and the Annual Meeting Matter, no event has occurred and is continuing which
constitutes a Default or an Event of Default and (iii) the Annual Meeting Matter will not result in a Material Adverse
Effect.
(e) This Agreement may be executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed
counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an
executed original shall be delivered.
(f) The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the
meaning thereof.
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