Tech Data 2014 Annual Report Download - page 122

affecting Tech Data’s ability to perform any of its waived obligations set forth above; provided
that it is understood
and agreed that (x) failure of the Tech Data Parties to deliver restated Prior Financial Statements and 2013
Financial 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;”
2. Consent to Third Amendment to Waiver for Transaction Documents
. The Waiving Parties hereby consent, pursuant to
Section 5.2(h) of the Transfer and Administration Agreement, to the entry by the Tech Data Parties into a third amendment to the
limited waiver with respect to the Purchase Agreement, the Credit Agreement and the Promissory Note, which shall be substantially
in the form attached hereto as Exhibit B (the “ Third Amendment to the Transaction Documents Waiver ”).
4. Conditions Precedent . This Agreement shall be effective upon the satisfaction of each of the following conditions:
(a) the Administrative Agent shall have received counterparts of this Agreement duly executed by the Tech Data Parties
and the Waiving Parties; and
(b) the Administrative Agent shall have received counterparts of the Third Amendment to the Transaction Documents
Waiver duly executed by the Tech Data Parties.
5. Miscellaneous .
(a) The Transfer and Administration Agreement, and the obligations of the Tech Data Parties thereunder
and under the other Transaction Documents, are hereby ratified and confirmed and shall remain in full force and effect
according to their terms.
(b) Both immediately before and after giving effect to this Agreement, each Tech Data Party represents and
warrants to the Waiving Parties that, to its knowledge: (i) the Specified Financial Reporting Matters, as defined in the
Limited Waiver, as amended hereby, will not affect the value or collectability of the Receivables; (ii) the failure to hold the
2013 Annual Meeting will not, and is not reasonably expected to, result in any material adverse effect to any Tech Data
Party, (iii) except as provided in clause (iv) below, any Receivables that, as a result of the Specified Financial Reporting
Matters, may be the subject of restatement or with respect to which Section 5.1(e) or 5.3(e)
may have been violated, were
not Eligible Receivables during any time period affected by the foregoing; (iv) to the extent any Receivables affected by
the correction of previously unadjusted differences as part of the restatement constituted Eligible Receivables during any
relevant period, such Receivables have been collected or do not currently constitute Eligible Receivables; and (v) to the
extent any of the matters waived in the Limited Waiver, as amended hereby (collectively, the “ Waived Matters ”),
4