Tech Data 2014 Annual Report Download - page 121

Statements on or before February 28, 2014 (which, in the case of Tech Data, may be provided as part of Tech
Data’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 Tech Data to obtain an applicable
exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or if 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 Tech Data from NASDAQ or actually results in the delisting of Tech Data from
NASDAQ, shall in each case constitute an immediate Termination Event, except as may be further amended upon
mutual agreement between the Tech Data Parties and the Waiving Parties;”
(c) Section 1(b) of the Limited Waiver is hereby amended and restated in its entirety to read as follows:
“
waive, to the extent resulting from the Specified Financial Reporting Matters or the Annual Meeting
Matter: (i) all breaches of certifications, representations and warranties made under the Transfer and
Administration Agreement, past amendments to the Transfer and Administration Agreement or other Transaction
Documents (or any document delivered in connection therewith), including, for the avoidance of doubt, any
certifications, representations and warranties made in the event of any Transfer under the Transfer and
Administration Agreement prior to February 28, 2014, but excluding any breach of Section 3.1(a) of the Transfer
and Administration Agreement to the extent that non-
compliance with respect to the Annual Meeting Matter results
in a material adverse effect to any Tech Data Party, (ii) all Termination Events or Potential Termination Events
caused by violations, if any, of Section 3.1(r)(vi), 5.1(a), 5.1(c), 5.1(e), 5.1(m), 5.2(i)(ii), 5.3(a), 5.3(c) or 5.3(e) of
the Transfer and Administration Agreement, (iii) the failure to satisfy any conditions precedent in connection with
any past amendments to the Transfer and Administration Agreement, (iv) any Termination Events that would
otherwise arise or have arisen under Section 7.1(a), 7.1(b), 7.1(c), 7.1(d) or 7.1(e) of the Transfer and
Administration Agreement as a result of non-
compliance with any of the items listed in subclauses (i), (ii) or (iii)
immediately above, (v) until the earlier of (1) February 15, 2014, in the case of Material Debt Agreements, (2)
February 28, 2014, in the case of other Indebtedness and (3) the date of acceleration of any such Indebtedness or
enforcement of a lien securing such Indebtedness, any Termination Event that would arise or have arisen under
Section 7.1(f) of the Transfer and Administration Agreement as a result of any default under any Indebtedness that
would have permitted or, would permit the holders of such Indebtedness to declare such Indebtedness due prior to
its stated maturity, as a result of (A) breaches of information accuracy or compliance obligations, covenants,
conditions precedent, certifications, representations or warranties relating to the Specified Financial Reporting
Matters or the Annual Meeting Matter or (B) any failure to file with the SEC or deliver to holders of any
Indebtedness the 2013 Financial Statements, the Affected Quarterly Financial Statements (including any related
certificates of independent public accountants or compliance certificates) or any other document required to be
delivered in connection therewith, as and when required by the terms of such Indebtedness resulting from the
Specified Financial Reporting Matters, and (vi) any Termination Event that would or may have arisen under
Section 7.1(j) of the Transfer and Administration Agreement as a result of materially
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