techdataamendmentno2revo






                                                         EXECUTION VERSION                             AMENDMENT NO. 2 TO     SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT                                                 AMENDMENT  NO.    2 TO SECOND   AMENDED  AND  RESTATED  REVOLVING  CREDIT AGREEMENT, dated as of January 24, 2019 (this “Amendment”), which amends that  certain Second Amended and Restated Revolving Credit Agreement, dated as of November 2,  2016 (as amended by that certain Amendment No. 1, dated as of February 15, 2017, and 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”), 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 corporate  reorganization  transactions  as described to the Administrative Agent and the Required Lenders in writing prior  to  the  date  hereof  (collectively,  the  “Restructuring  Transactions”): (i) the making  of  an  Investment by the Borrower, through its Subsidiaries, in an amount of up to $115 million, (ii) the  repayment  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 to 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. 2 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. 2 Effective Date (as  defined below):      





 






                                                                                      (a)  Section  1.01  of  the  Existing  Credit  Agreement  is  hereby  amended  to  add  the  following defined terms in appropriate alphabetical order:               “Amendment No. 2” means Amendment No. 2 to Second Amended and Restated        Revolving Credit Agreement, dated as of January 24, 2019.               “Restructuring  Transactions” has  the  meaning  assigned  to  such  term  in        Amendment No. 2.                “Significant  Foreign Subsidiary” means  any Foreign Subsidiary  which has  total        assets (on a consolidated basis with its Subsidiaries) of more than 5% of the total assets        of the Borrower (on a consolidated basis with the Borrower’s Subsidiaries).        (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  9.01(f)  is  hereby  amended  to add  the  phrase  “that  is  a  Significant  Subsidiary or a Significant Foreign Subsidiary” after the phrase “Any Loan Party or any of its  Subsidiaries”.        (d)  Section  9.01(g)  is  hereby  amended  to  replace  the  phrase  “The  Borrower  or  any  Subsidiary”  with  the  phrase  “Any  Loan  Party  or  any  of  its  Subsidiaries  that  is  a  Significant  Subsidiary or Significant Foreign Subsidiary”.          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.  2  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                                        2                                               





 






                                                                                 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 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. 2 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