firstamendmenttermloan






                                                         EXECUTION VERSION                                                                                                                                                                                             AMENDMENT NO. 1 TO                       TERM LOAN CREDIT AGREEMENT                                                 AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT, dated as of April 29,  2020 (this “Amendment”), which amends that certain Term Loan Credit Agreement, dated as of  August 2, 2019 (as in effect prior to this Amendment, the “Existing Credit Agreement”) by and  among TECH DATA CORPORATION, a Florida corporation, as borrower (the “Borrower”),  the  lenders  party  thereto  from  time  to  time  (the  “Lenders”), MIZUHO  BANK,  LTD.,  as  administrative agent (in such capacity, the “Administrative Agent”) and the other agents and  parties thereto.                                W I T N E S S E T H :         WHEREAS, the parties hereto now desire to amend the Existing Credit Agreement to (i)  permit certain transactions in connection with the Restructuring Transactions (as defined below)  and (ii) make certain other modifications.         WHEREAS,  the  Loan  Parties  request  the  consent  of  the  Required  Lenders  and  the  acknowledgment of the Administrative Agent to the following transactions as described to the  Administrative Agent and the Required Lenders in writing prior to the date hereof (collectively,  the “Restructuring Transactions”) in connection with tax planning and tax reorganization: (i)  transfers by the Borrower and/or other Loan Parties of certain equity interests and intercompany  indebtedness,  (ii)  the  issuance  by  the Borrower and/or  its  direct  or  indirect  wholly-owned  Subsidiaries  of  certain  intercompany  indebtedness,  (iii)  the  making  of  Investments  by  the  Borrower and/or its direct or indirect wholly-owned Subsidiaries in the form of loans and capital  contributions in Foreign Subsidiaries and (iv) related transactions.         THEREFORE, the parties hereto, constituting the Borrower, the Administrative Agent and  the Required Lenders, agree as follows:         SECTION 1.  Defined Terms; References.  Unless otherwise specifically defined herein,  each term used herein that is defined in the Amended Credit Agreement has the meaning assigned  to such term in the Amended Credit Agreement.  Each reference in the Existing Credit Agreement  to  “this  Agreement”,  “hereof”,  “hereunder”,  “herein”  and  “hereby”  and  each  other  similar  reference, and each reference in any other Loan Document to “the Credit Agreement”, “thereof”,  “thereunder”,  “therein”  or  “thereby”  or  any  other  similar  reference  to  the  Existing  Credit  Agreement  shall,  from  the  Amendment No. 1 Effective  Date,  refer  to  the  Existing  Credit  Agreement  as  amended  by  this  Amendment  (the  “Amended  Credit  Agreement”).   For  the  avoidance of doubt, this Amendment shall constitute a “Loan Document” for all purposes under  the Amended Credit Agreement and the other Loan Documents.         SECTION 2.  Amendments.  Effective as  of the  Amendment No. 1 Effective  Date  (as  defined below):    [AM_ACTIVE 402046838_2] 





 






                                                                                      (a)  Section  1.01  of  the  Existing  Credit  Agreement  is  hereby  amended  to  add  the  following defined terms in appropriate alphabetical order:               “Amendment No. 1” means Amendment No. 1 to Term Loan Credit Agreement,        dated as of April 29, 2020.               “Restructuring Transactions” has the meaning assigned to such term in Amendment        No. 1.        (b)  Section 8.02 of the Existing Credit Agreement is hereby amended to (i) delete the  word “and” appearing as the last word in Section 8.02(l), (ii) replace the period appearing at the  end of Section 8.02(m) with “; and” and (iii) add the following clause (n) to the end of such Section  8.02:              (n)    the Borrower and any direct or indirect wholly-owned Subsidiary may             consummate the Restructuring Transactions.        (c)  Section 8.05 of the Existing Credit Agreement is hereby amended to (i) delete the  word “and” appearing as the last word in Section 8.05(f), (ii) replace the semicolon appearing at  the end of Section 8.05(g) with “; and” and (iii) add the following clause (h) immediately after  clause (g) in such Section 8.05:               (h)   the Borrower and any direct or indirect wholly-owned Subsidiary may               consummate the Restructuring Transactions.         SECTION 3.  Consent to Restructuring Transactions.  At the request of the Loan Parties,  and subject to the terms and conditions set forth herein, the Administrative Agent and Lenders  constituting the Required Lenders hereby waive the application of any provision of the Amended  Credit  Agreement  and  any  of  the  other  Loan  Documents  which  would  otherwise  restrict  the  Restructuring Transactions or require the utilization of a dollar based “basket” in the Existing  Credit Agreement, and the Administrative Agent and each Lender party hereto hereby expressly  consents  to  the  consummation  of  the  Restructuring  Transactions  and  the  Restructuring  Transactions  (including  any  Restructuring  Transactions  that  have  occurred  on or  prior  to  the  Amendment No. 1 Effective Date) shall be permitted without requiring the utilization of any dollar  based “basket” in the Amended Credit Agreement.  The foregoing consents and waivers in this  Section 3 are solely with respect to the Restructuring Transactions, and shall not be deemed to be  a consent to or waiver of, or an obligation or agreement to consent or waive, any other provisions  of the Amended Credit Agreement in respect of any other transactions at any time proposed by  any Loan Party.         SECTION 4.  Representations of the Borrower.  By its execution of this Amendment, the  Borrower hereby represents and warrants that (a) it has all requisite power and authority and all  requisite governmental licenses, authorizations, consents and approvals to execute, deliver and  perform any obligations  under this  Amendment (including,  without  limitation,  to  reaffirm  its  obligations under the Existing Credit Agreement as amended hereby) and (b) this Amendment has                                                                                                                              2  [AM_ACTIVE 402046838_2] 





 






                                                                                 been duly executed and delivered by the Borrower, and this Amendment, and the Existing Credit  Agreement  as  amended  hereby, constitutes a  legal,  valid  and  binding  obligation  thereof,  enforceable against the Borrower in accordance with its terms.         SECTION 5.  Effectiveness of Amendments.  This Amendment shall become effective on  the  date  hereof  upon  receipt  by  the  Administrative  Agent  of  a  signed  counterpart  of  this  Amendment from each of (x) the Borrower, (y) the Required Lenders and (z) the Administrative  Agent (such date, the “Amendment No. 1 Effective Date”).         SECTION 6. Certain Consequences Of Effectiveness.          (a)  Except as expressly set forth herein, this Amendment shall not by implication or  otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the  Lenders, the Administrative Agent, any Guarantor or any other party under the Existing Credit  Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect  any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit  Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and  shall continue in full force and effect.  This Amendment shall constitute a “Loan Document” for  all purposes of the Amended Credit Agreement and the other Loan Documents.          (b)  Except as expressly set forth herein, nothing herein shall be deemed to entitle the  Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change  of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing  Credit Agreement or Amended Credit Agreement on any future occasion.          (c)  By signing this Amendment, the Borrower hereby acknowledges and reaffirms, as of  the date hereof, that (i) the obligations of each of the Loan Parties under the Amended Credit  Agreement and the other Loan Documents (as amended hereby) constitute Obligations and are  entitled to the benefit of the guarantees set forth in the Facility Guaranty and the benefits set forth  in each Loan Document and (ii) the Loan Documents are, and shall continue to be, in full force  and effect and are hereby ratified and confirmed in all respects.         SECTION 7.  Governing Law.  This Amendment shall be governed by and construed in  accordance with the laws of the State of New York.         SECTION 8.  Counterparts.  This  Amendment  may  be  signed  in  any  number  of  counterparts, each of which shall be an original, with the same effect as if the signatures thereto  and hereto were upon the same instrument.  Delivery by electronic means (including facsimile or  “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as  delivery of an original executed counterpart hereof.                         [Remainder of Page Intentionally Empty]                                                                                                                               3  [AM_ACTIVE 402046838_2] 





 












 






Acknowledged and agreed:    MIZUHO BANK, LTD.,   as Administrative Agent   and as a Lender   By:       Name:   Tracy Rahn       Title:  Executive Director                        [Amendment No. 1 to Term Loan Credit Agreement] 





 






                     PNC BANK, NATIONAL                       ASSOCIATION,                       as a Lender                        By:��                           Name:  Dan Beckwith                            Title: Senior Vice President    [Amendment No. 1 to TermLoan  Credit Agreement] 





 






                     TD BANK, N.A.,                       as a Lender                         By:                           Name: Matt Waszmer                            Title: Senior Vice President   [Amendment No. 1 to Term Loan Credit Agreement] 





 






                     MUFG BANK, LTD., as a Lender                        By:                          Name:  Lillian Kim                          Title: Director   [Amendment No. 1 to Term Loan Credit Agreement]