Tech Data 2014 Annual Report Download - page 131

THIRD AMENDMENT TO
LIMITED WAIVER
THIS THIRD AMENDMENT TO LIMITED WAIVER dated as of January 27, 2014 (the “ Agreement ”)
is entered into
between TECH DATA CORPORATION, a Florida corporation (“ Tech Data ”),
and TECH DATA FINANCE SPV, INC., a
Delaware corporation (the “ SPV ”),
in connection with (i) that certain Receivables Purchase and Servicing Agreement dated as of
May 19, 2000 between Tech Data, as seller, and the SPV, as purchaser (the “ Purchase Agreement ”), (
ii) that certain Credit
Agreement dated as of May 19, 2000 between Tech Data, as borrower, and the SPV, as lender (the “
Receivables Credit Agreement
”) and (iii) that certain Promissory Note dated as of May 19, 2000 by Tech Data, as borrower, in favor of the SPV, as lender (the “
Promissory Note ” and, together with the Purchase Agreement and the Receivables Credit Agreement, the “
Transaction Documents
”).
All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Purchase
Agreement or the Receivables Credit Agreement, as applicable.
RECITALS
WHEREAS, Tech Data and the SPV entered into the Transaction Documents;
WHEREAS, Tech Data and the SPV entered into that certain Limited Waiver dated as of April 29, 2013, as amended by
the First Amendment thereto, dated as of July 29, 2013, and the Second Amendment thereto, dated as of October 16, 2013 (as
amended, the “ Limited Waiver ”), a copy of which is attached hereto as Exhibit A ; and
WHEREAS, concurrent with the entry into this Agreement, a Third Amendment to the
Limited Waiver dated as of April
29, 2013, as amended by the First Amendment thereto, dated as of July 29, 2013, and the Second Amendment thereto, dated as of
October 16, 2013, relating to the Transfer and Administration Agreement dated May 19, 2000, as last amended by Amendment No.
19 thereto, dated as of August 12, 2013 (the “ TAA ”),
will be entered into among Tech Data, the SPV and the Waiving Parties (as
defined therein) (the “ Third Amendment to the TAA Waiver ”);
WHEREAS, the Waiving Parties have consented in the Third Amendment to the TAA Waiver, as required by Section 5.2
(h) of the TAA, to the entry into this Agreement; and
WHEREAS, Tech Data has requested, and the SPV has agreed, to certain amendments to the Limited Waiver, as more
specifically set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment
. Upon the satisfaction of the conditions set forth in Section 2, the Limited Waiver is hereby amended as
follows:
(a) The following recital is added to the Limited Waiver after the fifth recital:
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