Tech Data 2014 Annual Report Download - page 91

Finance L.P. and (v) 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.
2. Lease Credit Agreement Waiver . The Agent and the Lenders hereby confirm that no Lease Event of
Default or Event of Default pursuant to the Guaranty that has been waived in Section 1 of this Agreement shall
constitute an Event of Default under Section 5(f) of the Lease Credit Agreement or under any other provision of any
other Operative Agreement.
3.
No Liquidated Damages . The Agent, the Lessor and each Lender acknowledge and agree that none of them
has any right to recover final liquidated damages as provided in Section 17.5
of the Lease Agreement with respect to any
Lease Event of Default that has been waived hereunder, solely to the extent of such waiver.
4.
Amendment to Participation Agreement . The Participation Agreement is hereby amended as follows:
(a)
In Section 5.1(a) of the Participation Agreement, clause (iv) is hereby amended and restated in
its entirety to read as follows:
“(iv) is in compliance with all Laws (other than with respect to the Specified Matters and the Annual Meeting Matter);”
(b)
In Section 5.1(e) of the Participation Agreement, clause (ii) is hereby amended and restated in
its entirety to read as follows:
“(ii) The Lessee’s earnings release dated March 4, 2013 fairly presents the financial condition of the Lessee and its
Subsidiaries as of the date thereof and their results of operations for the period covered thereby, except to the extent
affected by the Specified Matters and the effect of recognizing up to $42,000,000 of additional tax contingencies.”
(c)
In Section 7.3A(a) of the Participation Agreement, the fourth sentence is hereby amended and
restated in its entirety to read as follows:
“The Financing Parties and the Agent hereby consent to a waiver of compliance, which waiver shall be identical
in scope to the waiver agreement dated as of April 30, 2013, as amended by the first amendment to waiver
agreement dated as of July 29, 2013, as further amended by the second amendment to waiver agreement dated as
of October 16, 2013 and as further amended by the third amendment to waiver agreement dated as of January 27,
2014, entered into among the Lessee, the lenders party thereto, the guarantors party thereto and Bank of America,
N.A., regarding Sections 7.01(a), 7.01(b), 7.02(a), 7.02(b), 7.03(a), 7.08, 7.09(a), 7.09(b) and 7.13 of the
Incorporated Covenants as they relate to (i) the Specified Matters, which waiver of compliance shall only remain
effective through February 28, 2014, or (ii) the Annual Meeting Matter, which waiver of compliance shall be
rescinded and shall no longer be effective if Tech Data fails to obtain an applicable exception from NASDAQ on
or before March 27, 2014 with respect to the Annual Meeting Matter or NASDAQ takes any action or fails to
take any action in
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