Tech Data 2014 Annual Report Download - page 92

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.”
(d)
In Section 7.3A(b)
of the Participation Agreement, the second parenthetical is hereby amended
and restated in its entirety to read as follows:
“(except to the extent waived in Section 7.3A(a) immediately above regarding Sections 7.01(a), 7.01(b), 7.02(a)
and 7.02(b) of the Incorporated Covenants as it relates to the provision of the financial statements and related
compliance certificates for (i) the fiscal quarter and year ended January 31, 2013 and (ii) the fiscal quarters ended
April 30, 2013, July 31, 2013 and October 31, 2013, each as they relate to the Specified Matters, which waiver of
compliance shall remain effective only through February 28, 2014)”
(e)
Appendix A to the Participation Agreement is hereby amended by adding the following
definitions thereto in appropriate alphabetical order:
“ Annual Meeting Matter ” shall mean the possible inability of Tech Data to hold an annual meeting for
the fiscal year ended January 31, 2013 due to the delay in the preparation of its financial statements for the fiscal
year ended January 31, 2013 as required by the NASDAQ listing requirements and Florida law.
“ NASDAQ ” shall mean the NASDAQ Stock Market.
5.
Amendment to Lease Agreement . The Lease Agreement is hereby amended as follows:
(a)
The last proviso in Section 17.1 of the Lease Agreement is hereby restated as follows:
“provided , however , if an event shall occur (i) prior to February 28, 2014 due to the Specified Matters or (ii) due to the
Annual Meeting Matter (however, the waiver with respect to this clause (ii) shall be rescinded and shall no longer be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 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) that would otherwise result in a Lease Event of Default under Sections
17.1(d) , 17.1(e) only to the extent Section 17.1(e) includes the Incorporated Covenants set forth in Article VII of the
Tech Data Credit Agreement), 17.1(f) or 17.1(g) then such events shall not be deemed to be a Lease Event of Default.
For the avoidance of doubt, this proviso shall also apply without limitation in each of the other Operative Agreements
into which the Lease Events of Default are incorporated as Events of Default.”
(b)
In Section 20.1(d) of the Lease Agreement, (i) the reference to “January 31, 2014” is hereby
replaced with a reference to “February 28, 2014” and the following clause shall be added immediately after
the amount “$100,000,000” where it appears in the ninth line of such Section: “or (iii) failure of Lessee to
obtain
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