firstamendrevolving






                                                         EXECUTION VERSION                                                                                                             AMENDMENT NO. 1 TO      THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT                                                 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED REVOLVING  CREDIT AGREEMENT, dated as of April 29, 2020 (this “Amendment”), which amends that  certain Third Amended and Restated Revolving Credit Agreement, dated as of May 15, 2019 (as  in effect prior to this Amendment, the “Existing Credit Agreement”) by and among TECH  DATA CORPORATION, a Florida corporation (the “Company”), certain subsidiaries of the  Company party thereto (together with the Company, the “Borrowers”, each a “Borrower”), the  lenders party thereto from time to time (the “Lenders”), BANK OF AMERICA, N.A., as  administrative agent (in such capacity, the “Administrative Agent”), swing line lender and a letter  of credit issuer, 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 Company and/or other Loan Parties of certain equity interests and intercompany  indebtedness, (ii) the issuance by the Company and/or its direct or indirect wholly-owned  Subsidiaries of certain intercompany indebtedness, (iii) the making of Investments by the  Company 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 each 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 402042001_3]  #93144415v5                                                                    





 






                                                                                        (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 Third Amended and Restated         Revolving 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 Borrowers 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 Borrowers 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 each Borrower.  By its execution of this Amendment,   each 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                                                                                                                                 2   [AM_ACTIVE 402042001_3]   #93144415v5                                                                    





 






                                                                                 obligations under the Existing Credit Agreement as amended hereby) and (b) this Amendment has  been duly executed and delivered by such Borrower, and this Amendment, and the Existing Credit  Agreement as amended hereby, constitutes a legal, valid and binding obligation thereof,  enforceable against such 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) each 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 Subsidiary 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 any  Borrower or any Subsidiary 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, each 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 402042001_3]  #93144415v5                                                                    





 












 






Acknowledged and agreed:  BANK OF AMERICA, N.A., as Administrative Agent  By:     Name:  Felicia Brinson     Title: Assistant Vice President             [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 





 






                              BANK OF AMERICA, N.A.,                               as a Lender                                 By:                                    Name:  Amanuel Assefa                                    Title: Vice President   [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 





 






                              The Toronto-Dominion Bank, New York                                Branch,                                as a Lender                                 By:                                    Name: Brian MacFarlane                                    Title: Authorized Signatory   [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 





 






                                      CITIBANK, N.A.,                                        as a Lender                                          By:                                              Name:                                              Title:    [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 





 






                              MUFG BANK, LTD.,                               as a Lender                                 By:                                   Name: Lillian  Kim                                   Title: Director   [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]





 






                              JPMORGAN CHASE BANK N.A.,                               as a Lender                                 By:                                     Name:  Caitlin Stewart                                    Title: Executive Director   [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 





 






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                              BNP PARIBAS,                                as a Lender                                  By:                                       Name: Barbara Nash                                     Title:  Managing Director                                  By:                                      Name: Chief Marbumrung                                     Title:  Vice President    [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement] 





 






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                                                         Societe Generale,                                                as a Lender                                                                                                                                                 By:                                                        Name:  John Hogan                                                     Title: Director             





 






                                                                                     





 






                              BANCO SANTANDER, S.A., NEW                                YORK BRANCH,                               as a Lender                                  By:                                    Name: Pablo Urgoiti                                    Title: Managing Director                                 By:                                    Name:me: Rita  Walz-CuccioliWalz-CuC ccioli                                    Title: Executive Director   [Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement]