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TECH DATA CORP
FORM 10-K
(Annual Report)
Filed 03/24/16 for the Period Ending 01/31/16
Address 5350 TECH DATA DR
CLEARWATER, FL 33760
Telephone 7275397429
CIK 0000790703
Symbol TECD
SIC Code
5045 - Computers and Computer Peripheral Equipment and Software
Industry Computer Hardware
Sector Technology
Fiscal Year 01/31
http://www.edgar-online.com
© Copyright 2016, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ... 10-K (Annual Report) Filed 03/24/16 for the Period Ending 01/31/16 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 5350 TECH DATA DR CLEARWATER, FL 33760 7275397429 0000790703 TECD 5045 - Computers and Computer Peripheral Equipment and Software Computer Hardware Technology 01/31...

  • Page 2
    ...TECH DATA CORPORATION (Exact name of Registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 59-1578329 (I.R.S. Employer Identification Number) 5350 Tech Data Drive Clearwater, Florida (Address of principal executive offices) 33760 (Zip Code...

  • Page 3

  • Page 4
    .... Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services 67...

  • Page 5
    ... and shipped to our customers. Products are generally shipped from regionally located logistics centers the same day the orders are received. In addition, execution is marked by a high level of service provided to our customers through our company's technical, sales and marketing support, electronic...

  • Page 6
    ... on wholesale distributors, such as Tech Data, who leverage purchasing costs across multiple vendors to satisfy a significant portion of the resellers' product procurement, logistics, financing, marketing and technical support needs. The technology distribution industry continues to address a broad...

  • Page 7
    ... 105,000 VARs, direct marketers, retailers and corporate resellers. No single customer accounted for more than 10% of our net sales during fiscal 2016, 2015 and 2014 . The market for VARs is attractive because VARs generally rely on distributors as their principal source of technology products and...

  • Page 8
    ... Tech Data. Customers typically call our inside sales teams on dedicated telephone numbers or contact us through various electronic methods to place orders. If the product is in stock and the customer has available credit, customer orders are generally shipped the same day from the logistics center...

  • Page 9
    ... the Company's vendors subsidize these financing arrangements for the benefit of our customers. Customers who qualify for credit terms are typically granted net 30-day payment terms in the Americas. While credit terms in Europe vary by country, the vast majority of customers are granted credit terms...

  • Page 10
    ...Officer, Europe Senior Vice President and Chief Human Resources Officer Senior Vice President and Corporate Controller Senior Vice President and Chief Financial Officer, the Americas Senior Vice President, General Counsel and Secretary Robert M. Dutkowsky, Chief Executive Officer , joined Tech Data...

  • Page 11
    ... from Indiana State University and an M.B.A. from Butler University. Alain Amsellem, Senior Vice President and Chief Financial Officer, Europe , joined the Company in 1994 through Tech Data's acquisition of French distributor, Softmart International S.A. and served as France Finance Director until...

  • Page 12
    ... of operations. The Company is highly dependent upon its internal information and telecommunications systems to operate its business. Failures of our internal information or telecommunications systems may prevent us from taking customer orders, shipping products and billing customers. Sales may...

  • Page 13
    ... associated with conducting business in multiple jurisdictions. The Company's international operations are subject to other risks such as the imposition of governmental controls, export license requirements, restrictions on the export of certain technology, political instability, trade restrictions...

  • Page 14
    .... Our executive offices are located in Clearwater, Florida. As of January 31, 2016 , we operated a total of 22 logistics centers to provide our customers timely delivery of products. There are eleven logistics centers in each of the two regions in which we operate, the Americas and Europe. As...

  • Page 15
    ... from the Company with respect to the restatement of certain of our consolidated financial statements and other financial information from fiscal 2009 to 2013. The Company is cooperating with the SEC's request for information. The Company is subject to various other legal proceedings and claims...

  • Page 16
    ... fiscal 1983 and the Board of Directors has no current plans to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low market prices for our common stock as reported by the NASDAQ. As of March 9, 2016 , there were 223 holders of record...

  • Page 17
    ... on February 1, 2011 Among Tech Data Corporation, NASDAQ Stock Market (U.S.) Index and SIC Code 5045 Tech Data Corporation NASDAQ Stock Market (U.S.) Index SIC Code 5045 - Computer and Peripheral Equipment and Software 2011 2012 2013 2014 2015 2016 100 100...

  • Page 18
    ... during the quarter ended January 31, 2016. During the first quarter of fiscal 2016, the Company completed the $100.0 million share repurchase program approved by the Board of Directors in December 2014. In June 2015, the Company's Board of Directors authorized an additional share repurchase program...

  • Page 19
    ... elsewhere in this Annual Report. FIVE-YEAR FINANCIAL SUMMARY Year ended January 31: (in thousands, except per share data) 2016 2015 2014 2013 2012 $ 26,379,783 1,286,661 401,428 265,736 (10) Income statement data: Net sales Gross profit Operating income...

  • Page 20
    ... statements for any reason. OVERVIEW Tech Data is one of the world's largest wholesale distributors of technology products. We serve as an indispensable link in the technology supply chain by bringing products from the world's leading technology vendors to market, as well as providing our customers...

  • Page 21
    .... The fair values of the reporting units are estimated using market and discounted cash flow approaches. The assumptions used in the market approach are based on the value of a business through an analysis of multiples of guideline companies and recent sales or offerings of a comparable entity...

  • Page 22
    ... Statement of Income as a percentage of net sales. Year ended January 31: 2016 % 2015 2014 Net sales Cost of products sold Gross profit Operating expenses: Selling, general and administrative expenses LCD settlements, net Value added tax assessments Restatement...

  • Page 23
    ..., of $420 million is primarily primarily due to growth in broadline, mobility and data center product categories. due to growth in data center and consumer electronics product categories. The majority of our trade regions posted year-over-year sales growth, most notably Germany, Iberia and Italy. 21

  • Page 24
    ...,189 2.1% 3.0% Europe net sales, as reported Impact of changes in foreign currencies Europe net sales, as adjusted 2015 - 2014 NET SALES COMMENTARY AMERICAS The increase in net sales in the Americas, as adjusted, of $302 million is primarily attributable to stronger demand for broadline products...

  • Page 25
    ... TAX ASSESSMENTS Prior to fiscal 2004, one of the Company's subsidiaries, located in Spain, was audited in relation to various value added tax ("VAT") matters. As a result of those audits, the Spanish subsidiary received notices of assessment that allege the subsidiary did not properly collect and...

  • Page 26
    ... include legal, accounting and third party consulting fees associated with (i) the restatement of certain of the Company's consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013, (ii) the Audit Committee investigation to review the Company's accounting...

  • Page 27
    ... operating segments, and therefore the Company reports stock-based compensation expenses separately. The following table summarizes our operating income by geographic region. OPERATING INCOME BY REGION Year ended January 31: (in millions) 2016 235.6 180.7 2015 145.1 136.2 (13.7) 2014...

  • Page 28
    ... expense Non-GAAP operating income - Europe (8.8) $ 194.1 $ 175.6 INTEREST EXPENSE Year ended January 31: (in millions) 2016 14.5 2015 Percent change: 2016 to 2015 26.5 2014 26.6 2015 to 2014 $ $ $ Interest expense Percentage of net sales (45...

  • Page 29
    ... fiscal 2014 related to the acquisition of the remaining fifty percent ownership interest in TDMobility from Brightstar Corp., our joint venture partner, an increase in net foreign currency exchange losses on certain financing transactions and higher discounts on the sale of accounts receivable. 27

  • Page 30
    ... in Europe, which had been recorded in prior fiscal years. During fiscal 2015, we also recorded income tax expenses of $5.6 million related to undistributed earnings on assets held for sale in certain Latin American jurisdictions. The effective tax rates for both fiscal 2016 and fiscal 2015 are...

  • Page 31
    ...-GAAP net income and net income per share-diluted as well as a reconciliation of results recorded in accordance with GAAP and non-GAAP financial measures for the fiscal years ended January 31, 2016, 2015 and 2014 ($ in millions, except per share data): GAAP TO NON-GAAP RECONCILIATION OF NET INCOME...

  • Page 32
    ... cycles of major products, as well as the impact of future acquisitions and divestitures, may also materially impact our business, financial condition, or results of operations (see Note 15 of Notes to Consolidated Financial Statements for further information regarding our quarterly results). 30

  • Page 33
    ... our reported financial results reflect that cash conversion cycle at the balance sheet date. The following tables present the components of our cash conversion cycle, in days, as of January 31, 2016, 2015, 2014 and 2013. CASH FLOWS The following table summarizes Tech Data's Consolidated Statement...

  • Page 34
    ... and financing cash flow activities are listed below. INVESTING ACTIVITIES 2016 • $34.0 million of capital expenditures • $27.8 million of cash paid for the acquisition of Signature Technology Group, Inc. • $20.0 million of proceeds from the sale of our subsidiaries in Chile and Peru 2015...

  • Page 35
    ... accounts receivable. At January 31, 2016 and 2015 , the Company had a total of $554.2 million and $310.9 million , respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the fiscal years ended January 31, 2016, 2015 and 2014 , discount fees...

  • Page 36
    ... and uncommitted revolving credit facilities as these facilities are at variable rates of interest. Fair value renewal and escalation clauses exist for a substantial portion of the operating leases included above. Purchase orders for the purchase of inventory and other goods and services are not...

  • Page 37
    ...certain logistics centers and office facilities from a thirdparty lessor that expires in June 2018. Properties leased under the Synthetic Lease are located in Clearwater and Miami, Florida; Fort Worth, Texas; Fontana, California; Suwanee, Georgia; Swedesboro, New Jersey; and South Bend, Indiana. The...

  • Page 38
    ..., market conditions and other factors. Approximately 95% and 89%, respectively, of our outstanding debt had fixed interest rates at January 31, 2016 and 2015 . We utilize various financing instruments, such as receivables securitization, leases, revolving credit facilities, and trade receivable...

  • Page 39
    ... of Cash Flows Notes to Consolidated Financial Statements Financial Statement Schedule Schedule II-Valuation and Qualifying Accounts All schedules and exhibits not included are not applicable, not required or would contain information which is shown in the financial statements or notes thereto. 37

  • Page 40
    ... material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Tech Data Corporation and subsidiaries' internal control over financial reporting as of January 31, 2016, based on criteria...

  • Page 41
    Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands, except share amounts) As of January 31: 2016 2015 ASSETS Current assets: Cash and cash equivalents Accounts receivable, less allowances of $45,875 and $50,143 Inventories Prepaid expenses ...

  • Page 42
    Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (In thousands, except per share amounts) Year ended January 31: 2016 $ 2015 2014 Net sales Cost of products sold Gross profit Operating expenses: Selling, general and administrative expenses LCD...

  • Page 43
    ...TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In thousands) Year ended January 31: 2016 $ 2015 2014...,396 $ 181,649 (84,087) $ The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 41

  • Page 44
    ... of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (In thousands) Balance-January 31, 2013 Issuance of treasury stock for benefit plan and equity-based awards exercised, including related tax benefit of $1,038 Stock-based compensation expense Total...

  • Page 45
    Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) Year ended January 31: Cash flows from operating activities: Cash received from customers Cash paid to vendors and employees Interest paid, net Income taxes paid Net cash provided by ...

  • Page 46
    ... resellers, direct marketers, retailers and corporate resellers who support the diverse technology needs of end users. The Company is managed in two geographic segments: the Americas and Europe. Principles of Consolidation The consolidated financial statements include the accounts of Tech Data and...

  • Page 47
    ... the Company continue to service, administer and collect the sold accounts receivable. At January 31, 2016 and 2015 , the Company had a total of $554.2 million and $310.9 million , respectively, of accounts receivable sold to and held by financial institutions under these agreements. Discount fees...

  • Page 48
    .... To date, the Company has not incurred any significant service warranty costs. Fees charged for products configured by the Company represented less than 10% of net sales for fiscal years 2016, 2015 and 2014 . Value Added Taxes The majority of our international operations are subject to a value...

  • Page 49
    ... with various financial institutions globally that are monitored on a regular basis by the Company for credit quality. The Company sells its products to a large base of value-added resellers, direct marketers, retailers and corporate resellers throughout the Americas and Europe. The Company performs...

  • Page 50
    ... include legal, accounting and third party consulting fees associated with (i) the restatement of certain of the Company's consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013, (ii) the Audit Committee investigation to review the Company's accounting...

  • Page 51
    ... Company's Consolidated Financial Statements. In February 2016, the FASB issued an accounting standard which requires the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of additional information about leasing arrangements. Under the new...

  • Page 52
    ... (further discussed in Note 9 - Employee Benefit Plans) using the treasury stock method. The composition of basic and diluted EPS (in thousands, except per share data) is as follows: Year ended January 31: $ $ $ 2016 $ 2015 2014 Net income 265,736 175,172...

  • Page 53
    ...a plan to sell its business operations in Chile and Peru. The Company classified the assets and liabilities of these entities as held for sale at January 31, 2015. In March 2015, the Company also committed to a plan to exit its business operations in Uruguay. During fiscal 2016 and 2015, the Company...

  • Page 54
    ...entities during fiscal 2016, 2015 and 2014 were insignificant relative to the Company's consolidated financial results. During the fourth quarter of fiscal 2015, the Company also recorded a $5.6 million deferred tax liability related to undistributed earnings on assets held for sale in certain Latin...

  • Page 55
    ... rating. There were no amounts outstanding under the Credit Agreement at January 31, 2016 and 2015 . The Company also has an agreement with a syndicate of banks (the "Receivables Securitization Program") that allows the Company to transfer an undivided interest in a designated pool of U.S. accounts...

  • Page 56
    ... January 31: 2016 2015 2014 U.S. statutory rate State income taxes, net of federal benefit Net changes in deferred tax valuation allowances Tax on foreign earnings different than U.S. rate Nondeductible interest Reserve established for foreign income tax contingencies Effect of company-owned life...

  • Page 57
    The net change in the deferred tax valuation allowances in fiscal 2016 was a decrease of $11.3 million primarily due to ... to valuation allowances. The net change in the deferred tax valuation allowances in fiscal 2015 was a decrease of $29.8 million primarily resulting from the $19.2 million reversal...

  • Page 58
    ... interest for fiscal 2016, 2015 and 2014 , includes the current year end accrual, an interest benefit resulting from the expiration of statutes of limitation, and the translation adjustments on foreign currencies. The Company conducts business primarily in the Americas and Europe and, as a result...

  • Page 59
    ...equity-based compensation plan are required to be priced at, or above, the fair market value of the Company's common stock on the date of grant. Awards generally vest between one and three years from the date of grant. For the fiscal years ended January 31, 2016, 2015 and 2014 , the Company recorded...

  • Page 60
    ... by the employees for a period of one year. Stock-based compensation expense related to the ESPP was insignificant during fiscal 2016, 2015 and 2014 . Retirement Savings Plan The Company sponsors the Tech Data Corporation 401(k) Savings Plan (the "401(k) Savings Plan") for its U.S. employees. At the...

  • Page 61
    ... Balance Sheet in "accrued expenses and other liabilities", is also marked-to-market each period based upon the returns of the various investments selected by the plan participants and the gains and losses are recorded in the Company's Consolidated Statement of Income within "selling, general and...

  • Page 62
    ... and third party loans, accounts receivable and accounts payable. These derivatives are not designated as hedging instruments. The Company's foreign currency exposure relates primarily to international transactions in Europe, Canada and Latin America, where the currency collected from customers can...

  • Page 63
    ... certain logistics centers and office facilities from a third-party lessor, that expires in June 2018. Properties leased under the Synthetic Lease are located in Clearwater and Miami, Florida; Fort Worth, Texas; Fontana, California; Suwanee, Georgia; Swedesboro, New Jersey; and South Bend, Indiana...

  • Page 64
    ...- SEGMENT INFORMATION Tech Data operates predominately in a single industry segment as a distributor of technology products, logistics management, and other value-added services. While the Company operates primarily in one industry, it is managed based on geographic segments: the Americas and Europe...

  • Page 65
    ... a gain associated with LCD settlements, net, of $35.5 million and restatement and remediation related expenses of $13.2 million (see Note 1 - Business and Summary of Significant Accounting Policies). (5) Operating income in Europe for the fiscal year ended January 31, 2016 includes a net benefit of...

  • Page 66
    ... third quarter of fiscal 2015, the Company recorded a gain of $5.1 million associated with LCD Settlements, net (see further discussion in Note 1 - Business and Summary of Significant Accounting Policies). (6) During the fourth quarter of fiscal 2015, the Company recorded income tax benefits of $19...

  • Page 67
    ... in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the specified time periods. Tech Data's management, with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer...

  • Page 68
    ..., effective internal control over financial reporting as of January 31, 2016, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Tech Data Corporation and subsidiaries...

  • Page 69
    ..., age 56, was appointed Executive Vice President, Chief Operating Officer of the Company. Prior to his appointment at the Company, Mr. Hume was employed for over thirty years at International Business Machines Corporation ("IBM"). Most recently, from January 2015 to February 2016, Mr. Hume served as...

  • Page 70
    ...executive officer, principal financial officer, and principal accounting officer), and employees, known as the Code of Conduct, which is available on the Corporate Governance section of the Investor Relations area of our website at www.techdata.com/investor . Tech Data intends to provide information...

  • Page 71
    ... the shareholder-approved 2009 Equity Incentive Plan of Tech Data Corporation. The information required by Item 12 relating to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters is incorporated herein by reference to the Company's Proxy Statement. ITEM 13...

  • Page 72
    ... Equity Incentive Plan of Tech Data Corporation 10-12 (10) First Amendment to the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation 10-13 (11) Employment Agreement Between Tech Data Corporation and Robert M. Dutkowsky, dated October 2, 2006 10-14 (12) Amendment Number 11...

  • Page 73
    ... Third Amended and Restated Credit Agreement dated June 27, 2008 Third Amended and Restated Participation Agreement dated June 27, 2008 Amendment No. 13 to Transfer and Administration Agreement dated as of October 22, 2008 2009 Equity Incentive Plan of Tech Data Corporation Amendment Number 14 to...

  • Page 74
    ... Deferred Compensation Plan Trust Agreement 10-48 (34) Retirement Agreement between Tech Data Corporation and Jeffery P. Howells, dated as of June 1, 2015 10-49 (35) Amendment Number 21 to Transfer and Administration Agreement dated as of August 31, 2015 10-50 (1) Amended and Restated Credit...

  • Page 75
    ... Proxy Statement for the 1995 Annual Meeting of Shareholders, File No. 0-14625. Incorporated by reference to the Exhibits included in the Company's Form 10-Q for the quarter ended July 31, 2000, File No. 0-14625. Incorporated by reference to the Exhibits included in the Company's Registration...

  • Page 76
    ... April 30, 2015, File No. 0-14625. Incorporated by reference to the Exhibits included in the Company's Form 10-Q for the quarter ended October 31, 2015, File No. 0-14625. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statements or...

  • Page 77
    Table of Contents SCHEDULE II TECH DATA CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS (In thousands) Allowance for doubtful accounts receivable and sales returns Year ended January 31: Balance at beginning of period 50,143 $ 58,754 $ 58,284 $ Charged to cost and ...

  • Page 78
    ... 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016. TECH DATA CORPORATION Robert M. Dutkowsky Chief Executive Officer By /s/ R OBERT M. D UTKOWSKY 75

  • Page 79
    ... Executive Officer, Director (principal executive officer) Executive Vice President and Chief Financial Officer (principal financial officer) Senior Vice President and Corporate Controller (principal accounting officer) Chairman of the Board of Directors Director Director Director...

  • Page 80
    ... AND RESTATED CREDIT AGREEMENT Dated as of November 5, 2015 among TECH DATA CORPORATION as the Borrower BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS...

  • Page 81
    ... ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 Defined Terms 1 Other Interpretive Provisions 27 Accounting Terms 28 Exchange Rates; Currency Equivalents 28 Additional Alternative Currencies 29 Change of Currency 30 Times of Day 30 Letter of Credit Amounts 30...

  • Page 82
    ... IV GUARANTY66 4.01 Facility Guaranty 66 ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS66 5.1 5.2 Conditions of Closing 66 Conditions to all Credit Extensions 68 ARTICLE VI REPRESENTATIONS AND WARRANTIES 69 6.1 6.2 Existence, Qualification and Power; Compliance with Laws 69 Authorization...

  • Page 83
    ...; Investment Company Act 72 Disclosure 72 Compliance with Laws 73 Intangible Assets 73 Off-Balance Sheet Liabilities 73 Solvency 73 OFAC 73 Anti-Corruption Laws 73 ARTICLE VII AFFIRMATIVE COVENANTS 73 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 Financial Statements 73 Certificates; Other Information...

  • Page 84
    ...14 7.15 Books and Records 77 Inspection Rights 77 Use of Proceeds 77 New Subsidiaries 77 Compliance with Agreements 78 Compliance with ERISA 78 Anti-Corruption Laws... 83 Restricted Payments 83 Change in Nature of Business 84 Transactions with Affiliates 84 Burdensome Agreements 84 ...

  • Page 85
    ... Notices; Effectiveness; Electronic Communication. 97 No Waiver; Cumulative Remedies; Enforcement 99 Expenses; Indemnity; Damage Waiver 99 Payments Set Aside 101 Successors and Assigns 101 Treatment of Certain Information; Confidentiality 106 Right of Setoff 107 Interest Rate Limitation. 107

  • Page 86
    ... 11.19 11.20 Counterparts; Integration; Effectiveness 108 Survival of Representations and Warranties 108 Severability 108 Replacement of Lenders 108 Governing Law; Jurisdiction; Etc 109...Fiduciary Responsibility 111 Electronic Execution of Assignments and Certain Other Documents 111 Amendment ...

  • Page 87
    ...1.01-A Existing Letters of Credit 1.01-B Alternative Currencies 1.01-C Existing Synthetic Lease Facilities 1.01-D Existing Trade Receivables Facilities 2.01 Commitments and Pro Rata Shares 6.13 Borrower and Subsidiaries 6.18 Off-Balance Sheet Liabilities 8.1 8.2 8.3 Existing Liens Investments...

  • Page 88
    ... This AMENDED AND RESTATED CREDIT AGREEMENT (" Agreement ") is entered into as of November 5, 2015, among TECH DATA CORPORATION, a Florida corporation (the " Borrower "), each lender from time to time party hereto (collectively, the " Lenders " and individually, a " Lender "), and BANK OF AMERICA...

  • Page 89
    other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. " Administrative Questionnaire " means an Administrative Questionnaire in a form supplied by the Administrative Agent.

  • Page 90
    ..., of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. " Controlling " and " Controlled " have meanings correlative thereto. " Agent Party " has the meaning...

  • Page 91
    ..., the allocated cost of internal legal services and all expenses and disbursements of internal counsel. " Attributable Indebtedness " means, on any date: (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared...

  • Page 92
    ... desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified...

  • Page 93
    ... day on which banks are open for foreign exchange business in the principal financial center of the country of such currency; (e) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York...

  • Page 94
    ... (c) all direct obligations arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the...

  • Page 95
    ... the terms of a Tech Data Indenture. " Debt Rating " has the meaning set forth in the definition of "Applicable Rate." " Debtor Relief Laws " means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium...

  • Page 96
    ... to Section 412 of the Code). " ERISA Event " means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer" as defined in...

  • Page 97
    ... on Form 10-Q for the quarters ended April 30, 2015 and July 31, 2015 and all Current Reports of the Borrower on Form 8-K dated February 1, 2015 to five (5) Business Days prior to the Closing Date. " Excluded Subsidiary " means (a) Tech Data Finance SPV, Inc., (b) any Domestic Subsidiary that is...

  • Page 98
    ...as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the...

  • Page 99
    ... otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. " GAAP " means with respect to any computation required or permitted hereunder, generally accepted accounting principles in the United States as in effect from time to...

  • Page 100
    ...' acceptances, bank guaranties, surety bonds and similar instruments; (c) the net obligations of such Person under any Swap Contract; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business...

  • Page 101
    ... by the chief financial officer or treasurer of the Borrower. " IRS " means the United States Internal Revenue Service. " ISP " means, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law...

  • Page 102
    ... Fee Letter and the Facility Guaranty. " Loan Parties " means, collectively, the Borrower and each Guarantor. " London Banking Day " means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market. " Material Adverse Effect " means...

  • Page 103
    ..., Pierce, Fenner & Smith Incorporated. " Moody's " means Moody's Investors Service, Inc. and any successor thereto. " Multiemployer Plan " means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party or any ERISA Affiliate makes or is obligated to...

  • Page 104
    ...the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. " Pension Plan " means any employee pension benefit plan (including a Multiple Employer Plan but...

  • Page 105
    ... accounts receivable so sold, transferred or assigned. " Person " means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. " Plan " means any employee benefit plan within...

  • Page 106
    ...Person's Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates. " Reportable Event " means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived...

  • Page 107
    ...Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date...

  • Page 108
    ...Day " means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open... additions to tax or penalties applicable thereto. " Tech Data Indenture " means any existing...

  • Page 109
    ... Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the...

  • Page 110
    ...be subject to the approval of the Administrative Agent and the applicable L/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be...

  • Page 111
    ...if the Borrower wishes to request Eurocurrency Rate Loans denominated in Singapore Dollars, Australian Dollars or Hong Kong Dollars, the applicable notice must be received by the Administrative Agent not later than six Business Days prior to the requested date of such Borrowing...

  • Page 112
    ...2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower, and to amend or extend...

  • Page 113
    ... upon an L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which an L/C Issuer in good faith deems material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer; (C) except as otherwise agreed by the...

  • Page 114
    .... Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall...

  • Page 115
    ... to the Administrative Agent for the account of the applicable L/C Issuer, in Dollars, at the Administrative Agent's Office for Dollar-denominated payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the...

  • Page 116
    ...shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate...

  • Page 117
    ... conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and...

  • Page 118
    ... Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. (h) Letter of Credit Fees . The Borrower shall pay to the Administrative Agent for the account...

  • Page 119
    ...minimum of $250,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic... the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day Funds. (c) Refinancing of...

  • Page 120
    ...in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case...

  • Page 121
    ...received by the Administrative Agent not later than 11:00 a.m. five Business Days prior... to the Letter of Credit Sublimit or the Swing ...Rate to the fullest extent permitted by applicable Laws. (iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay...

  • Page 122
    ... to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of...

  • Page 123
    ... account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality...

  • Page 124
    ...Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received...respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the...

  • Page 125
    ... case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the applicable L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash...

  • Page 126
    ...Commitments hereunder; provided , however , (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section...

  • Page 127
    ... has been reallocated to such Non- Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer's or Swing...

  • Page 128
    ... Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be...

  • Page 129
    ... Administrative Agent), whichever of the following is applicable: (I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN...

  • Page 130
    ... behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date...

  • Page 131
    ...any Credit Extension or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank...

  • Page 132
    ... interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice. 3.5 Compensation for Losses . Upon demand of any Lender (with a copy to the...

  • Page 133
    ... to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04 , or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant...

  • Page 134
    ...' Organization Documents, certificates of good standing and/or qualification to engage in business; (v) a favorable opinion of counsel to the Loan Parties as to matters of Florida and United States Law, addressed to the Administrative Agent and the Lenders, in form and...

  • Page 135
    ...In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative...

  • Page 136
    ... will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms. 6.5 Financial Statements; No Material Adverse Effect . (a) The Audited Financial Statements (i) were prepared in...

  • Page 137
    ...Section 501(a) of the Code or an application for such a letter is currently being processed by the Internal Revenue Service and to the best knowledge of the Loan Parties, nothing has occurred which would prevent, or cause the loss of, such tax-qualified status. (b) There are no pending...

  • Page 138
    ... have conducted their businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and...

  • Page 139
    ... the delivery of the financial statements referred to in Sections 7.01(a ) and (b) , a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management...

  • Page 140
    ..., licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks...

  • Page 141
    ... to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours as often...

  • Page 142
    ... cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) Liens on accounts receivable arising in connection with the Permitted Trade Receivables Facilities; (k) Liens on the property financed under the Real Estate Financing Facilities, which...

  • Page 143
    ... of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit...

  • Page 144
    ...renewal or extension except by an amount, subject to subsection (h) below, equal to a reasonable premium...Financing Facilities; (f) any obligations arising under the Permitted Trade Receivables Facilities, provided that the amount of all accounts receivable... days ...prior...

  • Page 145
    located on the same site as such warehouse, then the owner of the stock in such Specified Subsidiary may sell the stock of such Specified Subsidiary, or such Specified Subsidiary may sell all or substantially all of its assets to a purchaser, in each case at fair market value...

  • Page 146
    ...any renewal, extension or refinancing (b) leases entered into or assumed by Borrower or any Subsidiary after the date hereof in the ordinary course of business; and (c) sale and leaseback transactions to the extent not prohibited by any other Contractual Obligation. 8.12 Acquisitions . Acquire...

  • Page 147
    ... consisting of sale and leaseback transactions; Obligations arising under the Permitted Trade Receivables Facilities; or Obligations arising under any Real Estate Financing Facility . 8.15 Sanctions . Directly or indirectly, use the proceeds of any Credit Extension, or lend...

  • Page 148
    ... a termination event or event of default under any Permitted Trade Receivables Facility which termination event or event of default is not cured or waived within any applicable grace period; or (v) there occurs any event of default under any Real Estate Financing Facility which...

  • Page 149
    ... available to it and the Lenders under the Loan Documents or applicable Law; provided, however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and...

  • Page 150
    ... have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by...

  • Page 151
    ...bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days...to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in ...

  • Page 152
    ..., 2.09 and 11.04 ) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such...

  • Page 153
    ... to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (f) amend Section 1.05 or the definition of "Alternative Currency...

  • Page 154
    ...to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire. Notices and other communication sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices...

  • Page 155
    ... (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices ...counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery...

  • Page 156
    ... or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other...

  • Page 157
    ...date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment.... and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and ...

  • Page 158
    ...be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver...

  • Page 159
    ... would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower...

  • Page 160
    ... to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such...

  • Page 161
    ...Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective...

  • Page 162
    ...56 (signed into law October 26, 2001)) (the " Act "), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to...

  • Page 163
    ...rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day...the other Loan Parties has consulted its own legal, accounting, regulatory and ...

  • Page 164
    ... executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and...

  • Page 165
    BORROWER: TECH DATA CORPORATION, a Florida corporation By: /s/ Scott W. Walker Name: Scott W. Walker Title: Treasurer TECH DATA CO RPORATION CRE DIT AGREEMENT NOVEMBER 2015

  • Page 166
    ADMINISTRATIVE AGENT: BANK OF AMERICA , N.A., as Administrative Agent By: /s/ Robert J. Rittelmeyer Name: Robert J. Rittelmeyer Title: Vice President TE C H DATA C OR P ORA TI ON CRED IT AG R EE M ENT NOVEM B E R 2015

  • Page 167
    LENDERS: BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender By: /s/ Jeannette Lu Name: Jeannette Lu Title: Vice President TECH DATA CORPORATION CREDIT AGREEMEN T NOVEMBER 2015

  • Page 168
    CITIBANK, N.A. as a Lender and an L/C Issuer By: /s/ Susan M. Olsen Name: Susan M. Olsen Title: Vice President TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 169
    JPMORGAN CHASE BANK, N.A. as a Lender and an L/C Issuer By: /s/ Justin Kelley Name: Justin Kelley Title: Vice President TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 170
    THE BANK OF NOVA SCOTIA By: /s/ Eugene Dempsey Name: Eugene Dempsey Title: Director TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 171
    SUNTRUST BANK By: /s/ James R Spaulding Name: James R Spaulding Title: FVP TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 172
    THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: /s/ Matthew Antioco Name: Matthew Antioco Title: Vice President TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 173
    U.S. BANK, NATIONAL ASSOCIATION By: /s/ Brian Seipke Name: Brian Seipke Title: Vice President TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 174
    UNICREDIT BANK AG, NEW YORK BRANCH By: /s/ Douglas Riahi Name: Douglas Riahi Title: Managing Director By: /s/ Bryon Korutz Name: Bryon Korutz Title: Associate Director TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 175
    HSBC BANK USA, NATIONAL ASSOCIATION By: /s/ Richard Lavina Richard Lavina Title: EVP Head of Southeast Large Corporate Name:

  • Page 176
    TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 177
    SKANDINAVISKA ENSKILDA BANKEN AB (publ) By: /s/ Penny Neville-Park Name: Penny Neville-Park Title: Authorized signatory By: /s/ Duncan Nash Name: Duncan Nash Title: Authorized signatory T EC H DATA C ORPORATION CREDIT AGR E EMENT NOVEMBER 2015

  • Page 178
    BRANCH BANKING & TRUST COMPANY By: /s/ Kelly Attayek Name: Kelly Attayek Title: Assistant Vice President TECH DATA CORPORATION CREDIT AGREEMENT NOVEMBER 2015

  • Page 179
    ... as therein defined), among Tech Data Corporation, a Florida corporation (the " Borrower "), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests (select one): • A Borrowing of Committed...

  • Page 180
    ... defined), among Tech Data Corporation, a Florida corporation (the " Borrower "), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. 2. On (a Business Day). In the...

  • Page 181
    ... and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. FLORIDA. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TECH DATA CORPORATION By: Name: Title:

  • Page 182
    ... herein as therein defined), among Tech Data Corporation, a Florida corporation (the " Borrower "), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date...

  • Page 183
    ... ensure that Schedule 6.13 to the Agreement is accurate and complete as of the date of this Compliance Certificate. IN WITNESS WHEREOF , the undersigned has executed this Compliance Certificate as of , . TECH DATA CORPORATION By: Name: Title:

  • Page 184

  • Page 185
    ... Debt-to-Capitalization Ratio. 1&3 A. B. Consolidated Funded Indebtedness at Statement Date: $ Consolidated Total Capitalization at Statement Date: 1. 2. 3. C. Consolidated Funded Indebtedness at Statement Date: $ Shareholder's Equity: $ Consolidated Total Capitalization (Lines III...

  • Page 186
    ... in currency exchange rates occurring after July 31, 2011 will be excluded from the calculation of the Consolidated Debt-to-Capitalization Ratio. [ 2 The effect of any non-cash changes due to impairments in accordance with Financial Accounting Standards Statement of Financial Standards No. 142...

  • Page 187
    C. Consolidated Interest Coverage Ratio (Line III.A.6 ÷ Line III.B): to 1.00 Minimum permitted: 3.00 to 1.00

  • Page 188
    ...limitation, the Letters of Credit and the Swing Line Loans included in such facilities 5) and (ii) to the extent permitted to be assigned under applicable...referred to herein collectively as [the][an] " Assigned Interest "). Each such sale ... bracketed language. 3 Select as appropriate. 4 ...

  • Page 189
    ... : Tech Data Corporation, a Florida corporation Administrative Agent : Bank of America, N.A., as the administrative agent under the Credit Agreement 5. Credit Agreement : The Amended and Restated Credit Agreement, dated as of November 5, 2015 among Tech Data Corporation, the Lenders parties...

  • Page 190
    ... take into account any payments or prepayments made between the Trade Date and the Effective Date. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount...

  • Page 191
    BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:] 13 By: Title:

  • Page 192
    13 To be added only if the consent of the Borrower and/or other parties ( e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

  • Page 193
    ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 5, 2015, AMONG TECH DATA CORPORATION, THE LENDERS PARTIES THERETO, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ...

  • Page 194
    ... upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance...

  • Page 195
    ..., and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and...

  • Page 196
    ...) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5, 2015 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Tech Data Corporation (the " Borrower "), the Lenders from time to time party thereto and Bank of...

  • Page 197
    ...) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5, 2015 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Tech Data Corporation (the " Borrower "), the Lenders from time to time party thereto and Bank of...

  • Page 198
    ...) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5, 2015 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Tech Data Corporation (the " Borrower "), the Lenders from time to time party thereto and Bank of...

  • Page 199
    ...) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5, 2015 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Tech Data Corporation (the " Borrower "), the Lenders from time to time party thereto and Bank of...

  • Page 200
    ...5, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the " Credit Agreement "; the terms defined therein being used herein as therein defined), among Tech Data Corporation (the " Borrower "), the Lenders from time to time party thereto and Bank of...

  • Page 201
    as L/C Issuer By: Name: Title: CHAR1\1429692v7

  • Page 202
    ..."Agreement") is executed on the 1st day of February, 2016 by and between Tech Data Corporation, a Florida corporation (the "Employer"), and Richard Hume (the "Employee"). RECITALS A. Employee desires to serve in the position of Chief Operating Officer. B. Employer desires to employ Employee in the...

  • Page 203
    ... by the Compensation Committee on the same basis as applicable to the other senior executive officers. Employee's initial award of long-term equity incentives shall be granted during March 2016 (or, if the Effective Date is later, upon the Compensation Committee meeting for the Employer's fiscal...

  • Page 204
    ... the date of grant. 3.5 Benefits, Reimbursement of Expenses, Etc . Employee shall be eligible to participate in or receive benefits under the health and welfare, deferred compensation and retirement plans generally provided or made available to other senior executive officers of Employer from time...

  • Page 205
    ... not limited to, information or ideas conceived or developed by Employee, applicable to or in any way related to (i) the present or future business of Employer, (ii) research and development related to Employer's business, (iii) the business of any customer or vendor of Employer, (iv) trade secrets...

  • Page 206
    ... control, be employed by, act as an agent for, participate in or be connected in any manner with the ownership, management, operation or control of any business which is engaged in wholesale distribution of computer hardware and/or software products or mobility products or IT services as its primary...

  • Page 207
    ... from Employer, Employee will not: (i) directly or indirectly, hire or participate in the hiring of any employee of Employer or its subsidiaries, provided, however that this restriction shall not apply either to former employees of Employer or to employees who respond to a general advertisement...

  • Page 208
    ... or embezzlement which is willful and material; a willful and material violation of Employer's written policies applicable to all executive officers of Employer that are provided to Employee, including, without limitation, its Code of Conduct; conviction or a plea of "no contest" (or equivalent) to...

  • Page 209
    ... occur without Employee's prior express written consent: (i) (ii) (iii) (iv) there is no Bonus Plan available to Employee; Employee ceases to report directly to the CEO; Employee's principal place of employment with Employer is relocated to more than fifty (50) miles from the work location specified...

  • Page 210
    ... from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes. 10. Clawback . Notwithstanding anything in this Agreement to the contrary, Employee acknowledges that Employer may be entitled or required by law, Employer's policy (the "Clawback...

  • Page 211
    ... to the benefit of the parties, their successors, heirs and personal representatives and other legal representatives. Except as provided below in this Section 11.6, this Agreement shall not be assignable by either party. Employee acknowledges that the services to be rendered by Employee are unique...

  • Page 212
    ...be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. 11.10 Authority. The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Employee hereby represents to the Employer that the execution...

  • Page 213
    ... Company policy applicable to the Covered Person, which violation adversely affects the business of the Company. (i) a "Change in Control" shall have the meaning set forth in the 2009 Equity Incentive Plan of Tech Data Corporation, or any successor plan thereto as determined by the Committee...

  • Page 214
    ...iii) the business of any customer or vendor of the Company or any of its affiliates, (iv) trade secrets, (v) processes, formulas, data, program documentation, algorithms, source codes, object codes, knowhow, improvements, inventions, and techniques, (vi) all plans or strategies for marketing...

  • Page 215
    ...Payment payable to a Covered Person pursuant to Article 6.1(a)(v) hereof, which factor shall be: (1) 2.5 for the Chief Executive Officer of the Company, (2) 2 for each Initial Covered Person other than the Chief Executive Officer and the Senior Vice President, Chief Financial Officer, Europe...

  • Page 216
    ... this clause (iii), in order to have earned any such award the Covered Person must have remained employed through the last day of the applicable performance period for such award; (iv) a pro-rata annual bonus for the fiscal year of the Company in which the Termination Date...

  • Page 217
    ... deferred compensation, rights or benefits upon termination of employment in accordance with the terms of the applicable benefit plans, programs, policies, agreements or arrangements in which such Covered Person participates, including but not limited to amounts or benefits payable under...

  • Page 218
    ... on reasonable good faith interpretations concerning the application of Code Sections 280G and 4999. The Accounting Firm shall provide detail supporting its determinations both to the Company and the applicable Covered Person within fifteen (15) business days of the Termination Date or such earlier...

  • Page 219
    ...be employed by, act as an agent for, participate in or be connected in any manner with the ownership, management, operation or control of any business which is engaged in wholesale distribution of computer hardware and/or software products or mobility products or IT services as...

  • Page 220
    ... experience in executive compensation issues in the context of mergers and acquisitions. The Company shall pay all of the fees, if any, and expenses of such arbitrator. (d) At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall have...

  • Page 221
    ... in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. 15.9 Joint and Several Obligations . If the Covered Person is employed during the Protected Period by one or more entities...

  • Page 222
    ... designated by the Company as an Initial Covered Person and will have a Severance Factor of [ ] under the Policy Executed as of this ___ day of _____, 20__. Accepted and Agreed TECH DATA CORPORATION By: _____ By: _____ Robert M. Dutkowsky Chief Executive Officer Annex 1 Initial Covered...

  • Page 223
    ... Europe Services and Operations, S.L. Tech Data European Management GmbH Tech Data Finance Partner, Inc. Tech Data Finance SPV, Inc. Tech Data Financing Corporation Tech Data Finland Oy Tech Data Florida Services, Inc. Tech Data France Holding Sarl Tech Data France SAS Tech Data Global Finance LP...

  • Page 224
    ...Limited) Tech Data Mobile Limited (formerly known as Brightstar Europe Limited) Tech Data Nederland BV Tech Data Norge AS Tech Data Operations Center, SA Tech Data Ã-sterreich GmbH Tech Data Polska Sp.z.o.o. Tech Data Portugal Lda Tech Data Product Management, Inc. Tech Data Resources, LLC Tech Data...

  • Page 225
    ... Non-employee Directors Stock Option Plan, and (5) Registration Statement (Form S-8 No. 033-60479) pertaining to the 1995 Employee Stock Purchase Plan; of our reports dated March 24, 2016, with respect to the consolidated financial statements and schedule of Tech Data Corporation and subsidiaries...

  • Page 226
    ... financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 24, 2016 /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer

  • Page 227
    ... and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 5. Date: March 24, 2016 /s/ C HARLES V. D ANNEWITZ Charles V. Dannewitz Executive...

  • Page 228
    ... of 2002 I, Robert M. Dutkowsky, Chief Executive Officer of Tech Data Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge: (i) (ii) The Annual Report on Form 10-K of Tech Data Corporation for the annual period...

  • Page 229
    ..., Executive Vice President and Chief Financial Officer of Tech Data Corporation (the "Company"), certify, pursuant to Section 906 of the SarbanesOxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge: (i) (ii) The Annual Report on Form 10-K of Tech Data Corporation for the annual period...