Tech Data 2014 Annual Report Download - page 123

would or would reasonably be expected to result in any default, acceleration or similar event under any other Indebtedness
of the Tech Data Parties, such Waived Matters have been waived as of the date hereof by the parties entitled to waive the
same, or will be waived by the parties entitled to waive the same on or before the earlier of (y) February 15, 2014, in the
case of Material Debt Agreements (as defined below) or (z) February 28, 2014 in the case of any agreement or instrument
governing Indebtedness of the Tech Data Parties (other than Material Debt Agreements).
The following agreements, as the same may be amended as of the date hereof, shall constitute the “
Material Debt
Agreements ”: (
i) the Fourth Amended and Restated Participation Agreement, dated as of June 27, 2013, among the Tech
Data, as lessee, SunTrust Bank, as lessor, SunTrust Equity Funding, LLC, as agent, and the Lenders party thereto from time
to time, (ii) the Fourth Amended and Restated Lease Agreement, dated as of June 27, 2013, between SunTrust Bank, as
lessor and the Tech Data, as lessee, (iii) the Credit Agreement, dated as of September 27, 2011, among Tech Data, the
Lenders party thereto, the Guarantors party thereto and Bank of America, N.A., as Administrative Agent, (iv) ISDA 2002
Master Agreement and the related Schedule thereto, each dated as of August 30, 2010 among Bank of America, N.A., Tech
Data and the affiliates of Tech Data listed in Exhibit A to the Schedule thereto, (v) the ISDA Master Agreement and related
Schedule thereto, each dated as of April 30, 2003 between Citibank, N.A. and Tech Data Global Finance L.P. and (vi) the
ISDA 2002 Master Agreement and related Schedule thereto, each dated as of December 14, 2011 among JPMorgan Chase
Bank, N.A. and Tech Data Europe GMBH and the affiliates listed in Exhibit A to the Schedule thereto.
(c) The amendments and waivers herein do not modify or affect the Tech Data Parties’
obligations to comply
fully with (i) the terms of the Transfer and Administration Agreement (including, without limitation, Sections 3.1 , 3.2
,
3.3 , 3.4 , 5.1 , 5.2 , 5.3 and 7.1
) for any future periods with respect to the Waived Matters, or any other duty, term,
condition or covenant contained in the Transfer and Administration Agreement or any other Transaction Document, except
as expressly set forth herein, (ii) the terms of Section 5.5
for any past period (including the periods covered by the Prior
Financial Statements and the 2013 Financial Statements, each as defined in the Limited Waiver, as amended hereby) or any
subsequent period, or (iii) the obligations of any Tech Data Party to comply with the terms of any other Indebtedness, it
being understood that no Termination Event under Section 7.1(f)
is being waived hereunder, except to the extent the
amendments set forth herein modify the waivers granted under Section 1(b)(v) of the Limited Waiver. Except as expressly
set forth herein, nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies
the Administrative Agent or any other Waiving Party may have under the Transfer and Administration Agreement or any
other Transaction Document or under applicable law.
(d) The Transferor represents and warrants to the Waiving Parties that (i) except with respect to the Waived
Matters, the representations and warranties of the Transferor set forth in Section 3.1
of the Transfer and Administration
Agreement and in each other Transaction 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 and (ii) except with respect to
the Waived Matters, no event has occurred and is continuing which constitutes a Termination Event or a Potential
Termination Event.
(e) The Collection Agent represents and warrants to the Waiving Parties that (i) except with respect to the
Waived Matters, the representations and warranties of the Collection Agent set forth in Section 3.3
of the Transfer and
Administration Agreement and in each other Transaction
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