Tech Data 2014 Annual Report Download - page 132

“
WHEREAS, Tech Data has further informed the SPV that it may be unable to hold an annual meeting for
the fiscal year ended January 31, 2013 (the “2013 Annual Meeting”)
due to the delay in preparation of its 2013
Financial Statements (the “Annual Meeting Matter”), as required by the NASDAQ Stock Market (“NASDAQ”
)
listing requirements and Florida law;”
(b) Section 1(a) 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 Matters or the Annual Meeting Matter: (i) all
breaches of certifications, representations and warranties made under any of the Transaction Documents, or any
document delivered in connection therewith, including, for the avoidance of doubt, any certifications,
representations and warranties to be made under any of the Transaction Documents prior to February 28, 2014, (ii)
all Termination Events caused by violations, if any, of Section 4.3(a), 4.3(d), 4.3(f) or 4.3(h) of the Purchase
Agreement, (iii) all defaults caused by violations, if any, of Section 7(a), 7(c) or 7(f) of the Receivables Credit
Agreement, (iv) the failure to satisfy the conditions precedent set forth in Sections 9(a), 9(b) and 9(c) of the
Receivables Credit Agreement regarding the provision of Advances by the SPV, (v) any Termination Events that
would arise or have arisen under Section 6.2(b), 6.2(c), 6.2(d) or 6.2(f) of the Purchase Agreement as a result of
non-
compliance with any of the items listed in subclauses (i) or (ii) immediately above, and (vi) any default that
would arise or have arisen under Section 10(b), 10(c) or 10(d) of the Receivables Credit Agreement as a result of
non-compliance with any of the items listed in subclauses (i), (iii) or (iv) immediately above; provided
that it is
understood and agreed that (x) failure of Tech Data to deliver restated Prior Financial Statements and 2013
Financial Statements on or before February 28, 2014 (which 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 under the Purchase Agreement and
default under the Receivables Credit Agreement, except as may be further amended upon mutual agreement
between Tech Data and the SPV;”
2. Conditions Precedent . This Agreement shall be effective upon the satisfaction of each of the following conditions:
(a) the SPV shall have received counterparts of this Agreement duly executed by Tech Data and the SPV;
and
(b) the Third Amendment to the TAA Waiver shall have become effective in accordance with its terms.
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