10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended July 31, 2003

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission file number 0-14625

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

Florida	No. 59-1578329
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5350 Tech Data Drive	33760
Clearwater, Florida	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (727) 539-7429

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes x No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 5, 2003
Common stock, par value $.0015 per share	56,806,147

TECH DATA CORPORATION AND SUBSIDIARIES

Form 10-Q for the Three and Six Months Ended July 31, 2003

INDEX

PART I.	FINANCIAL INFORMATION
			PAGE
	Item 1.	Financial Statements
		Consolidated Balance Sheet as of July 31, 2003 (unaudited) and January 31, 2003	3
		Consolidated Statement of Income (unaudited) for the Three and Six Months Ended July 31, 2003 and 2002	4
		Consolidated Statement of Cash Flows (unaudited) for the Six Months Ended July 31, 2003 and 2002	5
		Notes to Consolidated Financial Statements (unaudited)	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
	Item 4.	Controls and Procedures	29
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	30
	Item 2.	Changes in Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	30
	Item 4.	Submission of Matters to a Vote of Security Holders	30
	Item 5.	Other Information	30
	Item 6.	Exhibits and Reports on Form 8-K	31
SIGNATURES			32

2

PART I.    FINANCIAL INFORMATION

ITEM 1.    Financial Statements

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands, except share amounts)

	July 31, 2003		January 31, 2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	226,570	$	157,191
Accounts receivable, less allowance for doubtful accounts of $66,936 and $60,307		1,745,203		1,714,902
Inventories		1,078,907		997,875
Prepaid and other assets		146,728		108,150
Total current assets		3,197,408		2,978,118
Property and equipment, net		154,378		136,689
Excess of cost over fair value of acquired net assets, net		92,626		2,966
Other assets, net		170,553		130,245
Total assets	$	3,614,965	$	3,248,018
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Revolving credit loans	$	253,362	$	188,309
Accounts payable		1,217,570		1,073,357
Accrued expenses		382,158		317,169
Total current liabilities		1,853,090		1,578,835
Long-term debt		314,531		314,498
Other long-term liabilities		16,155		16,155
Total liabilities		2,183,776		1,909,488
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred stock, par value $.02; 226,500 shares authorized; none issued and outstanding; liquidation preference $.20 per share		—		—
Common stock, par value $.0015; 200,000,000 shares authorized; 56,806,147 and 56,483,572 issued and outstanding		85		85
Additional paid-in capital		659,497		652,928
Retained earnings		683,897		645,190
Accumulated other comprehensive income		87,710		40,327
Total shareholders’ equity		1,431,189		1,338,530
Total liabilities and shareholders’ equity	$	3,614,965	$	3,248,018

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements

3

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

(In thousands, except per share amounts)

	Three months ended July 31,						Six months ended July 31,
	2003			2002			2003			2002
Net sales	$	4,178,751		$	3,996,719		$	8,092,608		$	7,917,139
Cost of products sold		3,941,333			3,786,046			7,648,030			7,497,574
Gross profit		237,418			210,673			444,578			419,565
Selling, general and administrative expenses		207,090			155,248			378,947			309,193
Special charges (see Note 11)		3,065			—			3,065			—
Operating income		27,263			55,425			62,566			110,372
Interest expense		4,845			8,870			10,351			17,748
Interest income		(1,407	)		(2,416	)		(3,031	)		(4,947	)
Net foreign currency exchange gain		(611	)		(3,621	)		(854	)		(7,465	)
Income before income taxes		24,436			52,592			56,100			105,036
Provision for income taxes		7,266			17,330			17,393			34,635
Net income	$	17,170		$	35,262		$	38,707		$	70,401
Earnings per common share:
Basic	$	.30		$	.62		$	.68		$	1.26
Diluted	$	.30		$	.60		$	.68		$	1.20
Weighted average common shares outstanding:
Basic		56,693			56,422			56,623			56,048
Diluted		57,123			62,809			56,951			62,629

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements

4

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Six months ended July 31,
	2003			2002
Cash flows from operating activities:
Cash received from customers	$	8,314,249		$	8,064,026
Cash paid to suppliers and employees		(8,031,505	)		(7,772,996	)
Interest paid		(7,927	)		(13,234	)
Income taxes paid		(23,261	)		(32,934	)
Net cash provided by operating activities		251,556			244,862
Cash flows used in investing activities:
Acquisition of businesses, net of cash acquired		(201,300	)		(354	)
Expenditures for property and equipment		(17,370	)		(13,768	)
Software development costs		(11,459	)		(10,825	)
Net cash used in investing activities		(230,129	)		(24,947	)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net of related tax benefit		5,591			27,015
Net borrowings under revolving credit loans		46,680			1,969
Principal payments on long-term debt		(708	)		(569	)
Net cash provided by financing activities		51,563			28,415
Effect of exchange rate changes on cash		(3,611	)		14,711
Net increase in cash and cash equivalents		69,379			263,041
Cash and cash equivalents at beginning of period		157,191			257,927
Cash and cash equivalents at end of period	$	226,570		$	520,968
Reconciliation of net income to net cash provided by operating activities:
Net income	$	38,707		$	70,401
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		25,756			26,002
Provision for losses on accounts receivable		9,473			14,170
Decrease (increase) in assets:
Accounts receivable		221,641			146,887
Inventories		33,770			41,444
Prepaid and other assets		23,558			(27,625	)
Decrease in liabilities:
Accounts payable		(31,799	)		(16,748	)
Accrued expenses		(69,550	)		(9,669	)
Total adjustments		212,849			174,461
Net cash provided by operating activities	$	251,556		$	244,862

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements

5

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1—BUSINESS AND BASIS OF PRESENTATION:

Business

Tech Data Corporation (“Tech Data,” or “the Company”) is a leading distributor of information technology (“IT”) products, logistics management, and other value-added services worldwide. The Company serves over 100,000 value-added resellers (“VARs”), direct marketers, retailers, corporate resellers, and Internet resellers in more than 80 countries throughout the United States, Europe, Canada, Latin America, the Caribbean, the Middle East, and Africa.

Basis of Presentation

The consolidated financial statements and related notes included herein have been prepared by Tech Data, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, except as disclosed herein) necessary to present fairly the financial position of Tech Data and its subsidiaries as of July 31, 2003, and the results of their operations for the three and six months ended July 31, 2003 and 2002, and their cash flows for the six months ended July 31, 2003 and 2002. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, certain prior year balances have been reclassified to conform to the current period presentation.

Seasonality

The Company’s quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of seasonal variations in the demand for the products and services it offers. Narrow operating margins may magnify the impact of these factors on the Company’s operating results. Specific historical seasonal variations have included a reduction of demand in Europe during the summer months and an increase in European demand during the Company’s fiscal fourth quarter. The product cycle of major products and any company acquisition or disposition may also materially impact the Company’s business, financial condition, or results of operations. Therefore, the results of operations for the six months ended July 31, 2003 are not necessarily indicative of the results that can be expected for the entire fiscal year ending January 31, 2004.

NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS:

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” In general, a variable interest entity (“VIE”) is any legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss from the VIE’s activities or is entitled to receive a majority of the VIE’s residual returns, or both. As further explained within Note 10, the Company has determined that the lessor of its synthetic lease facility does not meet the consolidation criteria of a VIE under FIN No. 46.

6

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In December 2002, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 requires prominent annual and interim disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation. The disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002, and therefore, are included in the financial statements presented herein. While SFAS No. 148 allows for a voluntary change to the fair value based method of accounting for stock-based employee compensation, the Company continues to use the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations for those plans. However, the Company is currently analyzing alternative stock-based employee compensation programs, its accounting policies for these programs, and their impact, if any, upon the Company’s consolidated financial position and results of operations.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts. The provisions of SFAS No. 149 were effective, on a prospective basis, for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 did not have a significant impact on the Company’s consolidated financial position or results of operations during the period.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” which was effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the Company’s third quarter of fiscal 2004. For financial instruments created before the issuance of SFAS No. 150 and still existing at August 1, 2003, the effect of any change will be reported as a cumulative effect of a change in accounting principle. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The adoption of SFAS No. 150 did not have a significant impact on the Company’s consolidated financial position or results of operations during the period.

7

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 3—EARNINGS PER COMMON SHARE (“EPS”):

Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the reported period. Diluted EPS reflects the potential dilution that could occur assuming the conversion of the convertible subordinated notes and exercise of stock options using the if-converted and treasury stock methods, respectively. The composition of basic and diluted earnings per common share was as follows:

	2003					2002
	Net Income		Weighted Average Shares	Per Share Amount		Net Income		Weighted Average Shares	Per Share Amount
	(In thousands, except per share amounts)
Three months ended July 31:
Basic EPS	$	17,170	56,693	$	.30	$	35,262	56,422	$	.62
Effect of dilutive securities:
Stock options		—	430				—	1,054
5% convertible subordinated notes		—	—				2,513	5,333
Diluted EPS	$	17,170	57,123	$	.30	$	37,775	62,809	$	0.60
Six months ended July 31:
Basic EPS	$	38,707	56,623	$	.68	$	70,401	56,048	$	1.26
Effect of dilutive securities:
Stock options		—	328				—	1,248
5% convertible subordinated notes		—	—				5,025	5,333
Diluted EPS	$	38,707	56,951	$	.68	$	75,426	62,629	$	1.20

At July 31, 2003 and 2002, there were 5,029,106 and 2,901,646 shares, respectively, excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

In addition, the dilutive impact of the $290.0 million of convertible subordinated debentures, due 2021, is excluded from all diluted EPS calculations above due to the conditions of the contingent conversion feature not being met. The contingent conversion feature requires the market price of the common stock to exceed a specified percentage, beginning at 120% and declining 1/2% each year until it reaches 110% at maturity, of the conversion price per share of common stock. Holders may convert debentures into 16.7997 shares per $1,000 principal amount of debentures, equivalent to a conversion price of $59.53 per share. For further discussion of these debentures see Note 9.

For the three and six months ended July 31, 2002, the Company had $300.0 million of convertible subordinated debentures outstanding, bearing interest at 5% per year. The debentures were convertible into 5,333,100 shares of the Company’s stock at a conversion price of approximately $56.25 per share. In December 2002, the Company redeemed the debentures at a price of 101%, or $303.0 million, plus interest accrued to the redemption date.

Accounting for Stock-Based Compensation

At July 31, 2003, the Company had four stock-based employee compensation plans. The Company has adopted the disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure,” which amends SFAS No. 123, “Accounting for Stock-

8

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Based Compensation.” SFAS No. 148 allows for continued use of recognition and measurement principles of APB Opinion No. 25 and related interpretations in accounting for those plans. The Company applies the recognition and measurement principles of APB Opinion No. 25, and related interpretations in accounting for those plans. No stock-based employee compensation expense is reflected in net income as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and EPS if the Company had applied the fair value recognition provisions to stock-based employee compensation. Such disclosure is not necessarily indicative of the fair value of stock options that could be granted by the Company in future fiscal years or of the value of all options currently outstanding. The pro forma results were calculated with the use of the Black-Scholes option-pricing model.

	Three months ended July 31,						Six months ended July 31,
	2003			2002			2003			2002
Net income, as reported	$	17,170		$	35,262		$	38,707		$	70,401
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects		(5,345	)		(7,506	)		(11,689	)		(13,627	)
Pro forma net income	$	11,825		$	27,756		$	27,018		$	56,774
Earnings per common share:
Basic—as reported	$	.30		$	.62		$	.68		$	1.26
Basic—pro forma	$	.21		$	.49		$	.48		$	1.01
Diluted—as reported	$	.30		$	.60		$	.68		$	1.20
Diluted—pro forma	$	.21		$	.48		$	.47		$	.99

The weighted-average fair value of options granted and the weighted-average assumptions used for the three and six months ended July 31, 2003 and 2002, respectively, were as follows:

	Three months ended July 31,						Six months ended July 31,
	2003			2002			2003			2002
Weighted-average fair value of options granted	$	13.58		$	23.11		$	13.01		$	23.85
Weighted-average assumptions:
Expected option term (years)		4.4			4.3			4.4			4.3
Expected volatility		65	%		66	%		66	%		66	%
Risk-free interest rate		1.95	%		4.30	%		2.54	%		4.30	%
Expected dividend yield		0	%		0	%		0	%		0	%

Results may vary depending on the assumptions applied within the Black-Scholes option-pricing model.

9

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 4—COMPREHENSIVE INCOME:

Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of net income and “other comprehensive income”. The Company’s other comprehensive income is comprised exclusively of changes in the Company’s Cumulative Translation Adjustment (“CTA”) account, including income taxes attributable to those changes.

Comprehensive income, net of taxes, for the three and six months ended July 31, 2003 and 2002, was as follows (in thousands):

	Three months ended July 31,				Six months ended July 31,
	2003		2002		2003		2002
Net income	$	17,170	$	35,262	$	38,707	$	70,401
Change in CTA(1)		3,218		86,601		47,383		133,767
Total	$	20,388	$	121,863	$	86,090	$	204,168

⁽¹⁾ For the three and six month periods ended July 31, 2003, deferred income taxes of $5.6 million were recorded in the CTA account. There was no income tax effect for the three and six month periods ended July 31, 2002.

NOTE 5—SEGMENT INFORMATION:

Tech Data operates predominately in a single industry segment as a distributor of IT products, logistics management, and other value-added services. While the Company operates primarily in one industry, because of its global presence, the Company is managed by its geographic segments. Starting in the first quarter of fiscal 2004, the Company modified its management structure and combined its U.S., Canadian and Latin American operations into the Americas region. The Company’s Canadian and Latin American operations were previously reported separately as the Other International region. As a result, the Company’s geographic segments include 1) the Americas (United States, Canada, Latin America and export sales to Latin America and the Caribbean from the U.S.) and 2) Europe (Europe, Middle East, and export sales to Africa). Prior year amounts have been reclassified to conform to the current period presentation. The Company assesses performance of and makes decisions on how to allocate resources to its operating segments based on multiple factors including current and projected operating income and market opportunities.

10

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Financial information by geographic segment was as follows (in thousands):

	Three months ended July 31,				Six months ended July 31,
	2003		2002		2003		2002
Net sales to unaffiliated customers
Americas	$	1,992,569	$	2,234,576	$	3,862,607	$	4,421,643
Europe		2,186,182		1,762,143		4,230,001		3,495,496
Total	$	4,178,751	$	3,996,719	$	8,092,608	$	7,917,139
Operating income
Americas	$	23,248	$	43,815	$	52,102	$	83,050
Europe		4,015		11,610		10,464		27,322
Total	$	27,263	$	55,425	$	62,566	$	110,372
Depreciation and amortization
Americas	$	5,096	$	7,604	$	10,633	$	15,580
Europe		8,713		5,562		15,123		10,422
Total	$	13,809	$	13,166	$	25,756	$	26,002
Capital expenditures
Americas	$	3,086	$	4,540	$	8,324	$	7,081
Europe		9,847		10,193		20,505		17,512
Total	$	12,933	$	14,733	$	28,829	$	24,593
Identifiable assets
Americas	$	1,376,708	$	1,655,393	$	1,376,708	$	1,655,393
Europe		2,238,257		2,119,405		2,238,257		2,119,405
Total	$	3,614,965	$	3,774,798	$	3,614,965	$	3,774,798
Excess of cost over fair value of acquired net assets, net
Americas	$	2,966	$	8,750	$	2,966	$	8,750
Europe		89,660		297,138		89,660		297,138
Total	$	92,626	$	305,888	$	92,626	$	305,888

NOTE 6—ACQUISITIONS AND DISPOSITIONS:

Acquisitions

Effective March 31, 2003, Tech Data acquired all of the outstanding stock of UK-based Azlan Group PLC (“Azlan”), a European distributor of networking and communications products and provider of training and other value-added services. Shareholders of Azlan received 125 pence per ordinary share, resulting in total cash consideration of approximately 144.7 million pounds sterling ($224.4 million), which the Company funded from its existing credit facilities.

The Azlan acquisition strengthens Tech Data’s position in Europe with respect to networking products and value-added services and was accounted for using the purchase method in accordance with SFAS No. 141, “Business Combinations”. In accordance with SFAS No. 141, the net assets and results of operations of Azlan have been included in Tech Data’s consolidated financial statements

11

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

since the date of acquisition. The purchase price of Azlan has been preliminarily allocated to the estimated fair values of assets acquired and liabilities assumed based on management’s initial estimates (see Note 7 for a roll-forward of the excess of cost over fair value of acquired net assets). The Company’s management is in the process of finalizing the purchase price allocation and determining the existence and value of other intangible assets acquired; accordingly, certain purchase price allocations are subject to change. Based on preliminary independent appraisals, the Company has allocated approximately $25.0 million of the purchase price to the value of Azlan’s customer list and trademarks. These amounts have been reclassified from excess of cost over fair value of acquired net assets to other assets within the Consolidated Balance Sheet at July 31, 2003. The finalization of these appraisals, which will be completed prior to the end of fiscal 2004, may result in either a significant increase or decrease in currently recorded amounts. In addition, deferred tax assets and liabilities will also be finalized after the final allocation of the purchase price.

The following unaudited pro forma financial information presents results as if the acquisition had occurred at the beginning of the first quarter of fiscal 2003 (in thousands, except per share amounts):

	Three months ended July 31,				Six months ended July 31,
	2003		2002		2003		2002
Net sales	$	4,178,751	$	4,238,644	$	8,265,354	$	8,360,118
Net income	$	17,170	$	36,052	$	40,163	$	74,431
Earnings per common share:
Basic	$	.30	$	.64	$	.71	$	1.33
Diluted	$	.30	$	.61	$	.71	$	1.27

This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition taken place at the beginning of fiscal 2003.

Dispositions

During the first semester of fiscal 2003, the Company made the decision to close its operations in Norway and Hungary. Charges and other operating losses from exiting Norway and Hungary totaled approximately $2.4 million and $2.0 million, respectively, during the first semester of fiscal 2003.

NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS:

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company performs its annual test of goodwill at the end of each fiscal year to determine if impairment has occurred. This testing includes the determination of each reporting unit’s fair value using market multiples and discounted cash flows modeling. At the end of fiscal 2003, a $328.9 million non-cash impairment charge was recorded. No impairment has been identified or recorded during fiscal 2004.

12

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The changes in the excess of cost over fair value of acquired net assets for the three and six months ended July 31, 2003, were as follows (in thousands):

	Americas		Europe			Total
Balance as of January 31, 2003	$	2,966	$	—		$	2,966
Excess of cost over fair value of acquired net assets, net(1)		—		110,197			110,197
Other(2)		—		3,063			3,063
Balance as of April 30, 2003		2,966		113,260			116,226
Excess of cost over fair value of acquired net assets, net(1)		—		709			709
Allocation of purchase price(3)		—		(25,000	)		(25,000	)
Other(2)		—		691			691
Balance as of July 31, 2003	$	2,966	$	89,660		$	92,626

⁽¹⁾ The addition to Europe’s excess of cost over fair value of acquired net assets primarily relates to the acquisition of Azlan. See Note 6 for more details on current period acquisitions.

⁽²⁾ “Other” primarily relates to the effect of fluctuations in foreign currencies.

⁽³⁾ Amount relates to the revision of the preliminary purchase price allocation for the Azlan acquisition, which resulted in a reallocation from excess of cost over fair value of acquired net assets into other assets (see Note 6).

Included within other assets are intangible assets as follows (in thousands):

	As of July 31, 2003						As of January 31, 2003
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Amortized intangible assets:
Capitalized software and development costs	$	149,676	$	79,121	$	70,555	$	123,742	$	62,931	$	60,811
Customer list and trademark		35,341		5,647		29,694		9,877		4,474		5,403
Other intangible assets		578		432		146		680		428		252
Total	$	185,595	$	85,200	$	100,395	$	134,299	$	67,833	$	66,466

Amortization expense for the three and six months ended July 31, 2003 amounted to $3.9 million and $6.8 million, respectively. Estimated amortization expense for current and succeeding fiscal years is as follows (in thousands):

Fiscal year:
2004	$	14,200
2005		12,900
2006		10,800
2007		8,400
2008		7,400

The Company capitalized intangible asset expenditures for software and development costs of $5.2 million and $11.5 million for the three and six months ended July 31, 2003, respectively, with a weighted average amortization period of approximately nine years. In addition, the Company allocated approximately $25.0 million of the Azlan purchase price to the value of Azlan’s customer list and trademarks (see Note 6).

13

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 8—SUPPLEMENTAL CASH FLOW INFORMATION:

Short-term investments, which have an original maturity of ninety days or less, are considered cash equivalents in the statement of cash flows.

The Company recorded income tax benefits of approximately $1.0 million and $4.8 million during the six months ended July 31, 2003 and 2002, respectively, related to the exercise of nonqualified employee stock options.

NOTE 9—REVOLVING CREDIT LOANS AND LONG-TERM DEBT:

Revolving Credit Loans

	July 31, 2003		January 31, 2003
	(In thousands)
Receivables Securitization Program, expiring August 27, 2004	$	195,616	$	150,000
Multi-currency Revolving Credit Facility, expiring May 7, 2006		30,000		23,558
Other revolving credit facilities, average interest rate of 2.76% at July 31, 2003, expiring on various dates throughout fiscal 2004		27,746		14,751
Total	$	253,362	$	188,309

The Company has an agreement (the “Receivables Securitization Program”) with a syndicate of banks that allows the Company to transfer an undivided interest in a designated pool of U.S. accounts receivable on an ongoing basis to provide borrowings up to a maximum of $400.0 million. Under this program, which expires in August 2004, the Company legally isolated certain U.S. trade receivables into a wholly-owned, bankruptcy-remote special purpose entity totaling $579.3 million and $583.0 million at July 31, 2003 and January 31, 2003, respectively. As collections reduce accounts receivable balances included in the pool, the Company may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. The Company pays interest (average rate of 1.6% at July 31, 2003) on advances under the Receivables Securitization Program at designated commercial paper rates plus an agreed-upon margin.

Under the terms of the Company’s Multi-currency Revolving Credit Facility with a syndicate of banks, the Company is able to borrow funds in major foreign currencies up to a maximum of $250.0 million. Under this facility, which expires in May 2006, the Company has provided either a pledge of stock or a guarantee of certain of its significant subsidiaries. The Company pays interest (average rate of 2.6% at July 31, 2003) on advances under this facility at the applicable eurocurrency rate plus a margin based on the Company’s credit ratings. The Company can fix the interest rate for periods of 30 to 180 days under various interest rate options.

In addition to the facilities described above, the Company has additional lines of credit and overdraft facilities totaling approximately $629.5 million at July 31, 2003 to support its worldwide operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal.

The aforementioned credit facilities total approximately $1.3 billion, of which $253.4 million was outstanding at July 31, 2003. The Company’s credit agreements contain warranties and covenants that

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TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

must be complied with on a continuing basis, including the maintenance of certain financial ratios, restrictions on payment of dividends and restrictions on the amount of common stock that may be repurchased annually. At July 31, 2003, the Company was in compliance with all such covenants. The ability to draw funds under these credit facilities is dependent upon sufficient collateral (in the case of the Receivables Securitization Program) and meeting the aforementioned financial covenants, which limits the Company’s ability to draw the full amount of these facilities. As of July 31, 2003 the maximum amount that could be borrowed under these facilities, in consideration of the availability of collateral and the financial covenants, was approximately $474.3 million. At July 31, 2003, the Company had standby letters of credit of $76.7 million. The letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of these letters of credit reduces the Company’s available capacity under these agreements by the same amount.

Long-Term Debt

In December 2001, the Company issued $290.0 million of convertible subordinated debentures due 2021. The debentures bear interest at 2% per year and are convertible into Tech Data’s common stock at any time, if the market price of the common stock exceeds a specified percentage of the conversion price per share of common stock, beginning at 120% and declining 1/2% each year until it reaches 110% at maturity, or in other specified instances. Holders may convert debentures into 16.7997 shares per $1,000 principal amount of debentures, equivalent to a conversion price of approximately $59.53 per share. The debentures are convertible into 4,871,913 shares of the Company’s common stock. Holders have the option to require the Company to repurchase the debentures on any of the fourth, eighth, twelfth or sixteenth anniversary dates from the issue date at 100% of the principal amount plus accrued interest to the repurchase date. The Company has the option to satisfy any debentures submitted for repurchase in either cash and/or the Company’s common stock, provided that shares of common stock at the first purchase date will be valued at 95% of fair market value (as defined in the indenture) and at 97.5% of fair market value for all subsequent purchase dates. The debentures are redeemable in whole or in part for cash, at the Company’s option at any time on or after December 20, 2005. The Company will pay contingent interest on the debentures during specified six-month periods beginning on December 15, 2005, if the market price of the debentures exceeds specified levels. In addition, the dilutive impact of the $290.0 million of convertible subordinated debentures, due 2021, is excluded from the diluted EPS calculations due to the conditions for the contingent conversion feature not being met.

In August 2000, the Company filed a universal shelf registration statement with the SEC for $500.0 million of debt and equity securities. The net proceeds from any issuance are expected to be used for general corporate purposes, including capital expenditures, the repayment or refinancing of debt and to meet working capital needs. As of July 31, 2003, the Company had not issued any debt or equity securities under this registration statement, nor can any assurances be given that the Company will issue any debt or equity securities under this registration statement in the future.

NOTE 10—COMMITMENTS AND CONTINGENCIES:

Contingencies

Prior to fiscal 2004, one of the Company’s European subsidiaries was audited in relation to various value-added tax (“VAT”) matters. As a result of those audits, the subsidiary has received notices of assessment that allege the subsidiary did not properly collect and remit VAT. It is management’s opinion, based upon the opinion of outside legal counsel, that the Company has valid defenses related to these assessments. Although the Company is vigorously pursuing administrative and judicial action

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TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

to challenge the assessments, no assurance can be given as to the ultimate outcome. The resolution of such assessments could be material to the Company’s operating results for any particular period, depending upon the level of income for such period.

The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect that the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Synthetic Lease Facility

On July 31, 2003, the Company completed a restructuring of its synthetic lease facility with a group of financial institutions (the “Restructured Lease”) under which the Company leases certain logistics centers and office facilities from a third-party lessor. The Restructured Lease expires in 2008, at which time the Company has the following options: renew the lease for an additional five years, purchase the properties at an amount equal to their cost, or remarket the properties. If the Company elects to remarket the properties, it has guaranteed the lessor a percentage of the cost of each of the properties, in an aggregate amount of approximately $121.1 million. At any time during the lease term, the Company may, at its option, purchase up to four of the properties, at an amount equal to each property’s cost.

The Restructured Lease is fully funded at July 31, 2003, in the approximate amount of $141.3 million. The sum of future minimum lease payments under the Restructured Lease at July 31, 2003 was approximately $20.8 million. Properties leased under the Restructured Lease contain a total of approximately 2.5 million square feet of space, with land totaling 224 acres.

The Restructured Lease has been accounted for as an operating lease. As discussed in Note 2, FIN No. 46 requires the Company to evaluate whether an entity with which it is involved meets the criteria of a VIE and, if so, whether the Company is required to consolidate that entity. The Company has determined that the third-party lessor of its synthetic lease facility does not meet the consolidation criteria of a VIE under FIN No. 46.

Guarantees

To encourage certain customers to purchase product from the Company, the Company provides financial guarantees to third-party lenders on behalf of those customers. The majority of these guarantees are for an indefinite period of time, where the Company would be required to perform if the customer is in default with the third-party lender. As of July 31, 2003 and January 31, 2003, the aggregate amount of guarantees under these arrangements totaled approximately $20.0 million and $21.8 million, respectively, of which approximately $8.5 million and $10.9 million, respectively, was outstanding. Additionally, the Company believes that, based on historical experience, the likelihood of a payment pursuant to such guarantees is remote. The Company also provides residual value guarantees related to its synthetic lease facility, as noted above.

NOTE 11—SPECIAL CHARGES:

The Company incurred special charges of $3.1 million during the quarter and year-to-date related to the closure of the Company’s education business in the United States and the restructuring of this business to an outsourced model. These charges primarily include costs associated with employee severance, facility lease terminations and the write-offs of fixed assets associated with the business.

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ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements, as described in the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements regarding future events and the future results of Tech Data Corporation (“Tech Data,” “we,” “our,” “us,” or “the Company”) are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are referred to the cautionary statements and important factors discussed in Exhibit 99-A of our Quarterly Report on Form 10-Q for the quarter ended July 31, 2003 for further information. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Quarterly Data—Seasonality

Our quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of seasonal variations in the demand for the products and services we offer. Narrow operating margins may magnify the impact of these factors on our operating results. Specific historical seasonal variations have included a reduction of demand in Europe during the summer months and an increase in European demand during our fiscal fourth quarter. The product cycle of major products and any company acquisition or disposition may also materially impact our business, financial condition, or results of operations. Therefore, the results of operations for the three and six months ended July 31, 2003 are not necessarily indicative of the results that can be expected for the entire fiscal year ending January 31, 2004.

Results of Operations

Starting in the first quarter of fiscal 2004, we modified our management structure and combined our U.S., Canadian and Latin American operations into the Americas region. Our Canadian and Latin American operations were previously reported separately as the Other International region. Prior year amounts have been reclassified to conform to the current period presentation.

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The following table sets forth our Consolidated Statement of Income as a percentage of net sales derived from the Company’s Consolidated Statement of Income for the three and six months ended July 31, 2003 and 2002, as follows:

	Percentage of net sales
	Three months ended July 31,				Six months ended July 31,
	2003		2002		2003		2002
Americas	47.68	%	55.91	%	47.73	%	55.85	%
Europe	52.32		44.09		52.27		44.15
Net sales	100.00		100.00		100.00		100.00
Cost of products sold	94.32		94.73		94.51		94.70
Gross profit	5.68		5.27		5.49		5.30
Selling, general and administrative expenses	4.96		3.88		4.68		3.91
Special charges	.07		—		.04		—
Operating income	0.65		1.39		0.77		1.39
Interest expense	0.12		0.22		0.13		0.22
Interest income	(0.04	)	(0.06	)	(0.04	)	(0.06	)
Net foreign currency exchange gain	(0.01	)	(0.09	)	(0.01	)	(0.10	)
Income before income taxes	0.58		1.32		0.69		1.33
Provision for income taxes	0.17		0.44		0.21		0.44
Net income	0.41	%	0.88	%	0.48	%	0.89	%

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Non-GAAP Financial Information

The following reconciliation details the adjustments between results calculated using Generally Accepted Accounting Principles (“GAAP”) and the same results reported excluding special charges (“non-GAAP information”). The non-GAAP information is included with the intention of providing investors a more complete understanding of our underlying operational results and trends, but should only be used in conjunction with results reported in accordance with GAAP (amounts in thousands except per share amounts). We did not incur special charges during the comparable periods in fiscal 2003.

	For the three months ended July 31, 2003									For the six months ended July 31, 2003
	As Reported under GAAP			Impact of Special Charges			Non-GAAP Financial Measures			As Reported under GAAP			Impact of Special Charges			Non-GAAP Financial Measures
Net sales	$	4,178,751		$	—		$	4,178,751		$	8,092,608		$	—		$	8,092,608
Cost of products sold		3,941,333			—			3,941,333			7,648,030			—			7,648,030
Gross profit		237,418			—			237,418			444,578			—			444,578
Selling, general, and administrative expenses		207,090			—			207,090			378,947			—			378,947
Special charges		3,065			3,065	(1)		—			3,065			3,065	(1)		—
Operating income		27,263			3,065			30,328			62,566			3,065			65,631
Interest expense		4,845			—			4,845			10,351			—			10,351
Interest income		(1,407	)		—			(1,407	)		(3,031	)		—			(3,031	)
Net foreign currency exchange gain		(611	)		—			(611	)		(854	)		—			(854	)
Income before income taxes		24,436			3,065			27,501			56,100			3,065			59,165
Provision for income taxes		7,266			1,073	(2)		8,339			17,393			1,073	(2)		18,466
Net income	$	17,170		$	1,992		$	19,162		$	38,707		$	1,992		$	40,699
Earnings per common share— diluted	$	.30					$	.34		$	.68					$	.71
Weighted average common shares outstanding—diluted		57,123						57,123			56,951						56,951

⁽¹⁾ Charges associated with closure of the U.S. education business (see Note 11 of Notes to Consolidated Financial Statements).

⁽²⁾ Tax effect of deductible special charges.

Net Sales

The following table represents our net sales by geographic segment:

	Three months ended July 31,						Six months ended July 31,
	2003		% Change		2002		2003		% Change		2002
Net sales:
Americas	$	1,992,569	(10.8	)%	$	2,234,576	$	3,862,607	(12.6	)%	$	4,421,643
Europe		2,186,182	24.1	%		1,762,143		4,230,001	21.0	%		3,495,496
Total	$	4,178,751	4.6	%	$	3,996,719	$	8,092,608	2.2	%	$	7,917,139

Net sales were $4.2 billion in the second quarter of fiscal 2004, a 4.6% increase over the comparable quarter last year. Net sales for the second quarter of fiscal 2004 in the Americas declined by 10.8% whereas Europe saw an increase of 24.1% (2.8% on a local currency basis).

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On a year-to-date basis, net sales were $8.1 billion in the first half of fiscal 2004 compared to $7.9 billion in the comparable semester of last year, an increase of 2.2% year-over-year. Net sales for the semester in the Americas declined by 12.6% whereas Europe saw an increase of 21.0% in U.S. dollar terms and a decline of 0.9% on a local currency basis.

Our year-over-year increase in net sales in Europe during the quarter and year-to-date was driven by the inclusion of the results from Azlan Group PLC (“Azlan”), which was acquired as of March 31, 2003, and the stronger euro versus the U.S. dollar. Our “legacy” European operations (i.e., excluding Azlan) saw a year-over-year decline in net sales on a local currency basis, albeit at a lesser rate than that seen in the Americas. The year-over-year decline in net sales in the Americas and the legacy European operations is primarily due to a) continued lower demand for technology-related products and services throughout the world; b) the decision of certain vendors to pursue a direct sales model, primarily in the United States; c) declining unit average selling prices; d) last year’s second quarter results reflecting a non-recurring increase in our Microsoft licensing business related to Microsoft’s Upgrade Advantage and Software Assurance Programs; and e) our exit last year from certain markets in Europe and Latin America.

Although the Americas experienced the largest decline in net sales, demand in the region improved in the last half of the second quarter. However, in our European operations, we have not seen any demand catalyst and certain country operations have not performed to their potential. Our German operations experienced the greatest year-over-year decline, driven largely by the economic softness in the region, competitive factors in the market and weak execution. We continue to remain guarded about European demand in the future, as we have seen no solid trends evidencing a firm rebound in IT spending.

We generated approximately 31% of our net sales in the second quarter of fiscal 2004 (compared to 35% of our net sales in the first quarter) from products purchased from Hewlett-Packard Company (“HP”). HP has increased the level of business it transacts directly with end-users and/or resellers. As discussed above, our net sales have been adversely affected by this trend, which has been primarily focused on HP’s computer systems business (HP’s printer business through distribution has not yet been significantly affected). HP also modified certain contract terms and conditions, which pushed additional costs into the channel. In response to these changes, we continue to evaluate and modify our pricing policies and terms and conditions with our customers as well as pursue other vendor and product categories. However, no assurance can be given that we will be successful in lessening the impact of these changes on our future results.

Gross Profit

Gross profit as a percentage of net sales (“gross margin”) during the quarter was 5.68%, an increase of 41 basis points compared to the second quarter of fiscal 2003. On a year-to-date basis, gross margin increased 19 basis points to 5.49% in the first semester of fiscal 2004 compared to 5.30% in the first semester of fiscal 2003.

The increase in gross margin is largely the result of the inclusion of the results of Azlan (which realize higher gross margins than our legacy operations) and the impact of our adoption of Emerging Issues Task Force Issue (“EITF”) No. 02-16, “Accounting for Consideration Received from a Vendor by a Customer (Including a Reseller) of the Vendor’s Products,” as discussed below. Our legacy operations experienced a year-over-year decline in gross margins due to the highly competitive pricing environment during the period and our desire to maintain our market share position. In addition, as we analyzed business opportunities, our lower cost structure allowed us to realize, in many cases, acceptable operating profits in spite of lower gross margins.

Gross margin within both operating segments during the second quarter and year-to-date period of fiscal 2004 include a reclassification pursuant to EITF Issue No. 02-16. EITF Issue No. 02-16 requires

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that, under certain circumstances, consideration received from vendors be treated as a reduction of cost of goods sold and not as a reduction of selling, general and administrative expenses. EITF Issue No. 02-16 further requires the recognition of such consideration be deferred until the related inventory is sold. The new guidance is applicable to vendor arrangements entered into or modified subsequent to December 31, 2002. As a result of implementing EITF Issue No. 02-16, during the second quarter, we have reclassified approximately $10.6 million (.25% of net sales) from selling, general and administrative expenses with $9.1 million (.22% of net sales) recorded as a reduction of cost of goods sold and the remaining $1.5 million (.03% of net sales) recorded as deferred revenue (offsetting inventory on the balance sheet) pending sale of the related inventory. On a year-to-date basis, through the first semester of fiscal 2004, we have reclassified approximately $14.9 million (.18% of net sales) from selling, general and administrative expenses with $12.3 million (.15% of net sales) recorded as a reduction of cost of goods sold and an aggregate of $2.6 million (.03% of net sales) recorded as deferred revenue (offsetting inventory on the balance sheet) pending sale of the related inventory.

We may see further increases in our gross profit (in absolute dollars and as a percentage of net sales) in future quarters as additional vendor arrangements become subject to EITF Issue No. 02-16. The increase in gross profit would result from the additional reclassification of certain vendor reimbursements from selling, general and administrative expenses to cost of goods sold. In addition, subject to foreign exchange rate volatility, we anticipate an aggregate deferral of approximately $4.0 to $6.0 million on a pretax basis to be established by the end of fiscal 2004. This deferral would relate to vendor reimbursements associated with unsold inventory at the end of fiscal 2004. We expect the guidance to be applicable to virtually all vendor arrangements by the end of fiscal 2004. This guidance does not require prior periods to be adjusted.

Selling, general and administrative expenses (“SG&A”)

SG&A during the second quarter amounted to $207.1 million, an increase of $51.8 million or 33.4% compared to the prior year. On a year-to-date basis, SG&A during the first semester of fiscal 2004 amounted to $378.9 million, an increase of $69.8 million or 22.6% compared to the prior year.

Similar to the increase in net sales and gross profit, the increase in SG&A can be attributed almost entirely to the inclusion of the results from Azlan, the strengthening of the euro against the U.S. dollar and our adoption of EITF Issue No. 02-16. Excluding the above factors, SG&A on a consolidated basis actually declined on a year-over-year basis. This SG&A performance was achieved through stringent cost controls and would have been more favorable had we not incurred charges this year associated with workforce reductions significantly in excess of the amount incurred in the prior year.

On a relative basis, SG&A as a percentage of net sales during the second quarter came in at 4.96%, an increase of 108 basis points over the prior year. On a year-to-date basis, SG&A as a percentage of net sales came in at 4.68% during the first semester of fiscal 2004, an increase of 77 basis points over the prior year. This increase can be attributed to a number of factors, including a) the inclusion of Azlan, which has a higher cost structure than Tech Data’s “legacy” operations; b) the implementation of EITF Issue No. 02-16 as discussed above; and c) the favorable impact of our cost control measures not fully offsetting the magnitude of our year-over-year decline in net sales.

Special Charges

We incurred special charges of $3.1 million (.07% of net sales) during the quarter and year-to-date related to the closure of our education business in the United States and the restructuring of this business to an outsourced model. These charges primarily include costs associated with employee severance, facility lease terminations and the write-offs of fixed assets associated with the business.

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Non-Operating Income and Expenses

Interest Expense and Interest Income

Interest expense decreased 45.4% to $4.8 million in the second quarter of fiscal 2004 from $8.9 million in the second quarter of the prior year. On a year-to-date basis, interest expense decreased 41.7% to $10.4 million in the first semester of fiscal 2004 from $17.7 million in the prior year. This decrease was primarily the result of a reduction in our average borrowing rates.

Interest income decreased 41.8% to $1.4 million in the second quarter of fiscal 2004 from $2.4 million in the second quarter of the prior year. On a year-to-date basis, interest income decreased 38.7% to $3.0 million in the first semester of fiscal 2004 from $4.9 million in the first semester of the prior year. This decrease was primarily attributable to a decrease in investment yields and in cash available for investment during the periods.

Net Foreign Currency Exchange Gains/Losses

We realized a net foreign currency exchange gain of $0.6 million in the second quarter of fiscal 2004, compared to a gain of $3.6 million in the second quarter of the prior year. On a year-to-date basis, we realized a net foreign currency exchange gain of $0.9 million during the first semester of fiscal 2004, compared to a net foreign currency exchange gain of $7.5 million in the comparable period last year.

The majority of the fluctuation from the prior year was attributable to our operations in Europe, with the remainder relating to our operations in Latin America. The European gain was attributable to the strengthening of the euro throughout the periods, as many of our payables in the region are denominated in U.S. dollars and are not fully hedged. It continues to be our goal to minimize foreign currency exchange gains and losses through effective hedging techniques. Our foreign exchange policy prohibits entering into speculative transactions.

Provision for Income Taxes

Our effective tax rate was 29.7% in the second quarter of fiscal 2004 and 33.0% in the second quarter of fiscal 2003. On a year-to-date basis, our effective tax rate was 31.0% in the first semester of fiscal 2004 compared to 33.0% in the first semester of the prior year. The effective tax rate during the second quarter of fiscal 2004 reflects an adjustment to decrease income tax expense during the quarter. This adjustment resulted in the year-to-date effective tax rate of 31.0%, representing our best estimate of the annual effective tax rate for fiscal 2004. This estimate takes into consideration various factors further discussed below.

The effective tax rate differed from the U.S. federal statutory rate of 35% during these periods primarily due to tax rate benefits of certain earnings from operations in lower-tax jurisdictions throughout the world for which no U.S. taxes have been provided because such earnings are planned to be reinvested indefinitely outside the U.S. The effective tax rates are also impacted by favorable tax audit results, cumulative and current period net operating losses in certain geographic regions, and management’s determination of the related deferred tax asset that is more likely than not to be realized.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or interpretations thereof. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

Net Income and Earnings Per Common Share

As a result of the factors described above, net income in the second quarter of fiscal 2004 decreased 51.3% to $17.2 million, or $.30 per diluted share, compared to net income of $35.3 million,

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or $.60 per diluted share in the second quarter of the prior year. On a year-to-date basis, net income in the first semester of fiscal 2004 decreased 45.0% to $38.7 million, or $.68 per diluted share, compared to net income of $70.4 million, or $1.20 per diluted share in the prior year.

Excluding the special charges incurred during the quarter, net income decreased 45.7% to $19.2 million, or $.34 per diluted share. On a year-to-date basis, excluding the special charges incurred during the semester, net income decreased 42.2% to $40.7 million, or $.71 per diluted share.

Critical Accounting Policies and Estimates

The information included within Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an on-going basis, we evaluate these estimates, including those related to bad debts, inventory, vendor incentives, goodwill and intangible assets, deferred taxes, and contingencies. Our estimates and judgments are based on currently available information, historical results, and other assumptions we believe are reasonable. Actual results could differ materially from these estimates. We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Accounts Receivable

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In estimating the required allowance, we take into consideration the overall quality and aging of the receivable portfolio, the existence of credit insurance and specifically identified customer risks. If actual customer performance were to deteriorate to an extent not expected by us, additional allowances may be required which could have an adverse effect on our financial results.

Inventory

We value our inventory at the lower of its cost or market value. We write down our inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, foreign currency fluctuations for foreign-sourced product and assumptions about future demand. Market conditions that are less favorable than those projected by management may require additional inventory write-downs, which could have an adverse effect on our financial results.

Vendor Incentives

We receive incentives from vendors related to cooperative advertising allowances, personnel funding, volume rebates and other incentive agreements. These incentives are generally under quarterly, semi-annual or annual agreements with the vendors; however, some of these incentives are negotiated on an ad hoc basis to support specific programs mutually developed between the vendor and Tech Data.

We have historically recorded unrestricted volume rebates and early payment discounts received from vendors as a reduction of inventory and recognized the incentives as a reduction of cost of products sold when the related inventory was sold. With the implementation of EITF Issue No. 02-16, such treatment will be considered for all other incentives we receive from vendors, such as cooperative

23

advertising allowances and personnel funding. The impact of the implementation of EITF 02-16 is discussed within the Results of Operations section of this document.

Goodwill and Intangible Assets

The carrying value of goodwill is reviewed annually for impairment. Goodwill may also be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified.

We examine the carrying value of our intangible assets with finite lives, which includes capitalized software and development costs and purchased intangibles, as current events and circumstances warrant determining whether there are any impairment losses. If indicators of impairment are present in intangible assets used in operations and future cash flows are not expected to be sufficient to recover the assets’ carrying amount, an impairment loss is charged to expense in the period identified.

Deferred Taxes

We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, we consider a variety of factors, including the scheduled reversal of deferred tax liabilities, future taxable income, and prudent and feasible tax planning strategies. In the event we determine we would be able to use a deferred tax asset in the future in excess of its net carrying value, an adjustment to the deferred tax asset would reduce income tax expense, thereby increasing net income in the period such determination was made. Likewise, should we determine that we are unable to use all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income tax expense, thereby reducing net income in the period such determination was made.

Contingencies

We accrue for contingent obligations, including estimated legal costs, when the obligation is probable and the amount is reasonably estimable. As facts concerning contingencies become known, we reassess our position and make appropriate adjustments to the financial statements. Estimates that are particularly sensitive to future changes include tax, legal and other regulatory matters such as imports and exports, which are subject to change as events evolve and as additional information becomes available during the administrative and litigation process.

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” In general, a variable interest entity (“VIE”) is any legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss from the VIE’s activities or is entitled to receive a majority of the VIE’s residual returns, or both. As further explained within Note 10 of Notes to Consolidated Financial Statements, we have determined that the lessor of the synthetic lease facility does not meet the consolidation criteria of a VIE under FIN No. 46.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 requires prominent annual and interim disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation. The disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002, and therefore, are included in the financial statements presented herein. While SFAS No. 148 allows for a voluntary change to the fair value based method of accounting for stock-based employee

24

compensation, we continue to use the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations for those plans. However, we are currently analyzing alternative stock-based employee compensation programs, our accounting policies for these programs, and their impact, if any, upon our consolidated financial position and results of operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts. The provisions of SFAS No. 149 were effective, on a prospective basis, for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 did not have a significant impact on our consolidated financial position or results of operations during the period.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” which was effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for our third quarter of fiscal 2004. For financial instruments created before the issuance of SFAS No. 150 and still existing at August 1, 2003, it will be reported as a cumulative effect of a change in accounting principle. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The adoption of SFAS No. 150 did not have a significant impact on our consolidated financial position or results of operations during the period.

Liquidity and Capital Resources

Cash Flows

Net cash provided by operating activities of $251.6 million during the first semester of fiscal 2004 was primarily attributable to net income of $38.7 million combined with a significant reduction of accounts receivable, largely due to the sequential decline in net sales during the first semester of fiscal 2004, especially in our legacy European operations.

Net cash used in investing activities of $230.1 million during the first semester of fiscal 2004 was attributable to the acquisition of Azlan and the continuing investment related to the expansion of our management information systems, office facilities and equipment for our logistics centers. We expect to make capital expenditures of approximately $60.0-$70.0 million during fiscal 2004 to further expand or upgrade our information technology (“IT”) systems, logistics centers and office facilities, which include $13.0-$16.0 million to continue upgrading our European systems infrastructure. We continue to make significant investments to implement new IT systems and upgrade our existing IT infrastructure in order to meet our changing business requirements. These implementations and upgrades occur at various levels throughout our organization and include, but are not limited to, new operating and enterprise systems, financial systems, web technologies, customer relationship management systems and telecommunications. While we believe we will realize increased operating efficiencies as a result of these investments, unforeseen circumstances or complexities could have an adverse impact on our business.

Net cash provided by financing activities of $51.6 million during the first semester of fiscal 2004 primarily reflects net borrowings on our revolving credit lines, which included $224.4 million to fund the acquisition of Azlan (offset by cash acquired), much of which had been repaid at July 31, 2003 through the use of cash generated from operations.

Liquidity and Capital Resources

As of July 31, 2003, we maintained a $250.0 million Multi-currency Revolving Credit Facility with a syndicate of banks that expires in May 2006. We pay interest (average rate of 2.6% at July 31, 2003) under this facility at the applicable eurocurrency rate plus a margin based on our credit ratings.

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Additionally, we maintain a $400.0 million Receivables Securitization Program with a syndicate of banks that expires in August 2004. We pay interest (average rate of 1.6% at July 31, 2003) on the Receivables Securitization Program at designated commercial paper rates plus an agreed-upon margin. In addition to these credit facilities, we maintain additional lines of credit and overdraft facilities totaling approximately $629.5 million.

The aforementioned credit facilities total approximately $1.3 billion, of which $253.4 million was outstanding at July 31, 2003. These credit facilities contain covenants that must be complied with on a continuous basis, including the maintenance of certain financial ratios, restrictions on payment of dividends and restrictions on the amount of common stock that may be repurchased annually. We were in compliance with all such covenants as of July 31, 2003. The ability to draw funds under these credit facilities is dependent upon sufficient collateral (in the case of the Receivables Securitization Program) and meeting the aforementioned financial covenants, which limits our ability to draw the full amount of these facilities. As of July 31, 2003 the maximum amount that could be borrowed under these facilities, in consideration of the availability of collateral and the financial covenants, was approximately $474.3 million. At July 31, 2003, we had standby letters of credit of $76.7 million. The letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of these letters of credit reduces our available capacity under these agreements by the same amount. For a more detailed discussion of these credit facilities, see Note 9 of Notes to Consolidated Financial Statements.

In December 2001, we issued $290.0 million of convertible subordinated debentures due 2021. The debentures bear interest at 2% per year and are convertible into our common stock at any time, if the market price of the common stock exceeds a specified percentage, beginning at 120% and declining 1/2% each year until it reaches 110% at maturity, of the conversion price per share of common stock, or in other specified instances. Holders may convert debentures into 16.7997 shares per $1,000 principal amount of debentures, equivalent to a conversion price of approximately $59.53 per share. The debentures are convertible into 4,871,913 shares of our common stock. Holders have the option to require us to repurchase the debentures on any of the fourth, eighth, twelfth or sixteenth anniversary dates from the issue date at 100% of the principal amount plus accrued interest to the repurchase date. We have the option to satisfy any debentures submitted for repurchase in either cash and/or our common stock, provided that shares of common stock at the first purchase date will be valued at 95% of fair market value (as defined in the indenture) and at 97.5% of fair market value for all subsequent purchase dates. The debentures are redeemable in whole or in part for cash, at our option at any time on or after December 20, 2005. We will pay contingent interest on the debentures during specified six-month periods beginning on December 15, 2005, if the market price of the debentures exceeds specified levels. In addition, the dilutive impact of the $290.0 million of convertible subordinated debentures, due 2021, is excluded from the diluted earnings per share calculations due to the conditions for the contingent conversion feature not being met.

In August 2000, we filed a universal shelf registration statement with the Securities and Exchange Commission (“SEC”) for $500.0 million of debt and equity securities. The net proceeds from any issuance are expected to be used for general corporate purposes, including capital expenditures, the repayment or refinancing of debt and to meet working capital needs. As of July 31, 2003, we had not issued any debt or equity securities under this registration statement, nor can any assurances be given that we will issue any debt or equity securities under this registration statement in the future.

We believe that our existing sources of liquidity, including cash resources and cash provided by operating activities, supplemented as necessary with funds available under our credit arrangements, will provide sufficient resources to meet our present and future working capital and cash requirements for at least the next 12 months.

Synthetic Lease Facility

On July 31, 2003, we completed a restructuring of our synthetic lease facility with a group of financial institutions (the “Restructured Lease”) under which we lease certain logistics centers and

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office facilities from a third-party lessor. The Restructured Lease expires in 2008, at which time we have the following options: renew the lease for an additional five years, purchase the properties at an amount equal to their cost, or remarket the properties. If we elect to remarket the properties, we have guaranteed the lessor a percentage of the cost of each of the properties, in an aggregate amount of approximately $121.1 million. At any time during the lease term, we may, at our option, purchase up to four of the properties, at an amount equal to each property’s cost.

The Restructured Lease is fully funded at July 31, 2003, in the approximate amount of $141.3 million. The sum of future minimum lease payments under the Restructured Lease at July 31, 2003 was approximately $20.8 million. Properties leased under the Restructured Lease contain a total of approximately 2.5 million square feet of space, with land totaling 224 acres.

The Restructured Lease has been accounted for as an operating lease. As discussed in Note 2 of Notes to Consolidated Financial Statements, FIN No. 46 requires us to evaluate whether an entity with which we are involved meets the criteria of a VIE and, if so, whether we are required to consolidate that entity. We have determined that the third-party lessor entity does not meet the criteria of a VIE and, therefore, is not subject to the consolidation provisions of FIN No. 46.

Asset Management

We manage our inventories by maintaining sufficient quantities to achieve high order fill rates while attempting to stock only those products in high demand with a rapid turnover rate. Inventory balances fluctuate as we add new product lines and when appropriate, we make large purchases, including cash purchases from manufacturers and publishers when the terms of such purchases are considered advantageous. Our contracts with most of our vendors provide price protection and stock rotation privileges to reduce the risk of loss due to manufacturer price reductions and slow moving or obsolete inventory. In the event of a vendor price reduction, we generally receive a credit for the impact on products in inventory, subject to certain limitations. In addition, we have the right to rotate a certain percentage of purchases, subject to certain limitations. Historically, price protection and stock rotation privileges, as well as our inventory management procedures have helped to reduce the risk of loss of inventory value.

We attempt to control losses on credit sales by closely monitoring customers’ creditworthiness through our IT systems, which contain detailed information on each customer’s payment history and other relevant information. We have obtained credit insurance that insures a percentage of the credit we extend to certain customers against possible loss. Customers who qualify for credit terms are typically granted net 30-day payment terms. We also sell products on a prepay, credit card, cash on delivery and floor plan basis.

Acquisitions

Effective March 31, 2003, we completed the acquisition of Azlan, a European distributor of networking and communications products and provider of training and other value-added services. Shareholders of Azlan received 125 pence per ordinary share, resulting in total cash consideration of approximately 144.7 million pounds sterling ($224.4 million), which we funded from our existing credit facilities.

Beginning April 1, 2003, we have included Azlan’s operations in our results of operations. The acquisition was accounted for as a purchase in accordance with SFAS No. 141, “Business Combinations.” The purchase price of Azlan has been preliminarily allocated to the estimated fair values of assets acquired and liabilities assumed based on management’s initial estimates. Almost all of the increase in our balance of excess of cost over fair value of acquired net assets during the semester was the result of this acquisition. We are in the process of finalizing the purchase price allocation and determining the existence and value of other intangible assets acquired; accordingly, certain purchase price allocations are subject to change. Based on preliminary independent appraisals,

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we have allocated approximately $25.0 million of the purchase price to the value of Azlan’s customer list and trademarks. This amount has been reclassified from excess of cost over fair value of acquired net assets to other assets within our Consolidated Balance Sheet at July 31, 2003. The finalization of these appraisals, which will be completed prior to the end of fiscal 2004, may result in either a significant increase or decrease in currently recorded amounts. In addition, deferred tax assets and liabilities will also be finalized after the final allocation of the purchase price.

In addition, during the first semester of fiscal 2004, we acquired two small distributors in France in the areas of CAD/graphics and storage solutions.

Cautionary Statements and Risk Factors

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Exhibit 99-A to our Quarterly Report on Form 10-Q for the three months ended July 31, 2003 outlines cautionary statements and identifies important factors that could cause our actual results to differ materially from those projected in forward-looking statements we make or are made on our behalf. Such forward-looking statements, as made within this Form 10-Q, should be considered in conjunction with the aforementioned Exhibit 99-A.

Factors that could cause actual results to differ materially include the following:

• intense competition both domestically and internationally

• narrow profit margins

• inventory risks due to shifts in market demand

• dependence on information systems

• credit exposure due to the deterioration in the financial condition of our customers

• the inability to obtain required capital

• fluctuations in interest rates

• potential adverse effects of acquisitions

• foreign currency exchange rates and exposure to foreign markets

• the impact of changes in income tax and other legislation

• product supply and availability

• dependence on independent shipping companies

• changes in vendor terms and conditions

• the general economy including the length and severity of the current economic downturn

• exposure to natural disasters, war, and terrorism

• potential impact of labor strikes

• volatility of common stock

• accuracy of forecast data

Additional discussion of these and other factors affecting our business and prospects is contained in our periodic filings with the SEC, copies of which can be obtained at the Investor Relations section of our website at www.techdata.com.

Our principal Internet address is www.techdata.com. We provide our annual and quarterly reports free of charge on www.techdata.com, as soon as reasonably practicable after they are electronically filed, or furnished to, the SEC. We provide a link to all SEC filings where current reports on Form 8-K and any amendments to previously filed reports may be accessed, free of charge.

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ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

For a description of the Company’s market risks, see “Item 7a. Qualitative and Quantitative Disclosures About Market Risk” in its Annual Report on Form 10-K for the fiscal year ended January 31, 2003. No material changes have occurred in the Company’s market risks since January 31, 2003.

ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer evaluated, with the participation of Tech Data’s management, the effectiveness of the Company’s disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective. Except as further described below, there were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company is in the process of upgrading its computer systems used for operations in certain of its subsidiaries. The upgrade process will take place over the next several years. As we believe is the case in most system changes, the implementation of these systems has necessitated changes in operating policies and procedures and the related internal controls and their method of application. However, throughout this implementation, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

The Company maintains a system of internal accounting controls to provide reasonable assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in accordance with accounting principles generally accepted in the United States. However, the Company’s management, including the CEO and CFO, does not expect that the Company’s disclosure controls or internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II.    OTHER INFORMATION

ITEM 1.    Legal Proceedings

Prior to fiscal 2004, one of the Company’s European subsidiaries was audited in relation to various value-added tax (“VAT”) matters. As a result of those audits, the subsidiary has received notices of assessment that allege the subsidiary did not properly collect and remit VAT. It is management’s opinion, based upon the opinion of outside legal counsel, that the Company has valid defenses related to a substantial portion of these assessments. Although the Company is vigorously pursuing administrative and judicial action to challenge the assessments, no assurance can be given as to the ultimate outcome. The resolution of such assessments could be material to the Company’s operating results for any particular period, depending upon the level of income for such period.

The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

ITEM 2.    Changes In Securities And Use Of Proceeds

Not applicable.

ITEM 3.    Defaults Upon Senior Securities

Not applicable.

ITEM 4.    Submission Of Matters To A Vote Of Security Holders

At the 2003 Annual Meeting of Shareholders held June 3, 2003, the shareholders approved the following items:

A proposal to approve the election of two directors, Kathy Misunas and Steven A. Raymund, terms to expire in 2006. Directors Charles E. Adair, Maximilian Ardelt, James M. Cracchiolo, Jeffery P. Howells, David M. Upton and John Y. Williams will continue in office for their respective terms. The vote upon such proposal was as follows:

	For	Against
K. Misunas	52,468,018	1,082,603
S. Raymund	52,888,482	662,139

A proposal to approve an amendment to the 2000 Equity Incentive Plan of Tech Data Corporation. The vote upon such proposal was 27,046,021 in favor and 20,416,514 against.

ITEM 5.    Other Information

This information is being provided pursuant to Form 8-K, Item 11, Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. On June 20, 2003, the Company notified its employees of a blackout period for the Tech Data Corporation 401(k) Savings Plan (the “Plan”) in accordance with Section 306 of the Sarbanes-Oxley Act of 2002. The blackout period was necessary in order to change the Plan recordkeeper and trustee and lasted from July 21, 2003 through August 25, 2003. During the blackout, participants were unable to direct or diversify their individual investments, request a loan, obtain a distribution, or make a rollover contribution into the Plan.

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ITEM 6.    Exhibits And Reports On Form 8-K

(a) Exhibits

10AAq	—	Second Amended and Restated Participation Agreement dated as of July 31, 2003
10AAr	—	Second Amended and Restated Lease Agreement dated as of July 31, 2003
10AAs	—	Second Amended and Restated Credit Agreement dated as of July 31, 2003
10AAt	—	Trust Agreement Between Tech Data Corporation and Fidelity Management Trust Company, Tech Data Corporation 401(k) Savings Plan Trust, effective August 1, 2003
31-A	—	Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31-B	—	Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32-A	—	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32-B	—	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99-A	—	Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

(b) Reports on Form 8-K

The Company furnished a Current Report on Form 8-K on August 27, 2003 in connection with the issuance of its press release announcing financial results for the period ended July 31, 2003.

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SIGNATURES

Pursuant to the requirements 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.

TECHDATA CORPORATION

             (Registrant)

Signature	Title	Date
/s/    STEVEN A. RAYMUND         Steven A. Raymund	Chairman of the Board of Directors; Chief Executive Officer	September 12, 2003
/s/    JEFFERY P. HOWELLS         Jeffery P. Howells	Executive Vice President and Chief Financial Officer; Director (principal financial officer)	September 12, 2003
/s/    JOSEPH B. TREPANI         Joseph B. Trepani	Senior Vice President and Corporate Controller (principal accounting officer)	September 12, 2003

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EX-10.AAQ

Exhibit 10AAq

SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT

Dated as of July 31, 2003

among

TECH DATA CORPORATION,

as Lessee,

SUNTRUST EQUITY FUNDING, LLC

as Lessor

THE VARIOUS BANKS AND OTHER

LENDING INSTITUTIONS WHICH

ARE PARTIES HERETO FROM TIME TO TIME,

as the Lenders,

and

SUNTRUST BANK,

as Arranger and as Administrative Agent for the Lenders

and

BNP PARIBAS,

as Syndication Agent

SECTION 1.		THE LOANS	1
SECTION 2.		[RESERVED]	2
SECTION 3.		SUMMARY OF TRANSACTIONS	2
3.1	Operative Agreements		2
3.2	Repayment of Existing Loans and Existing Holder Fundings		2
3.3	Reduction of Commitments and Lessor Commitments		2
3.4	Not Revolving Commitments		3
SECTION 4.		THE CLOSING	3
4.1	Closing		3
4.2	Restatement Effective Date		3
SECTION 5.		FUNDINGS; YIELD; INTERCREDITOR AGREEMENT	3
5.1	General		3
5.2	Procedures for Funding.		3
5.3	Conditions to the Lessor’s and the Lenders’ Obligations to Advance Funds on the Restatement Effective Date		5
5.4	[RESERVED]		7
5.5	Inspection of Documents; Hold Harmless; Removal of Properties		7
5.6	Intercreditor Agreement		7
SECTION 6.		CONDITIONS OF THE RESTATEMENT EFFECTIVENESS	8
6.1	Conditions to the Lessor’s Obligations		8
6.2	Conditions to the Lessee’s Obligations		9
6.3	Conditions to the Agent’s and Lenders’ Obligations		10
SECTION 7.		REPRESENTATIONS AND WARRANTIES ON THE RESTATEMENT EFFECTIVE DATE	11
7.1	Representations and Warranties of the Lessee and Guarantors		11
7.2	Representations of the Lessor		18
SECTION 8.		[RESERVED]	20
SECTION 9.		PAYMENT OF CERTAIN EXPENSES	20
9.1	Transaction Expenses		20
9.2	Certain Fees and Expenses		21
SECTION 10.		OTHER COVENANTS AND AGREEMENTS	21
10.1	Cooperation with the Lessee		21
10.2	Covenants of the Lessor		21

10.4	Sharing of Certain Payments		28
10.5	Grant of Easements, Voting at Meetings, etc		28
10.6	Release of Liens on Certain Equipment		29
10.7	Obligations to Administrative Agent		29
SECTION 11.		CREDIT AGREEMENT	29
11.1	Lessee’s Credit Agreement Rights		29
SECTION 12.		TRANSFER OF INTEREST	30
12.1	Restrictions on Transfer		30
12.2	Effect of Transfer		30
12.3	Addition Agreements		30
SECTION 13.		INDEMNIFICATION	31
13.1	General Indemnity		31
13.2	General Tax Indemnity		33
13.3	Environmental Indemnity; Funding/Contribution Indemnity		39
13.4	Change in Circumstances		40
13.5	Compensation		43
SECTION 14.		MISCELLANEOUS	43
14.1	Survival of Agreements		43
14.2	No Broker, etc		44
14.3	Transmission and Effectiveness of Communications and Signatures		44
14.4	Counterparts		45
14.5	Terminations, Amendments, Waiver, Etc.; Unanimous Vote Matters		45
14.6	Headings, etc		46
14.7	Parties in Interest		46
14.8	GOVERNING LAW; WAIVERS OF JURY TRIAL.		46
14.9	Submission to Jurisdiction; Waivers		47
14.10	Severability		47
14.11	Liability Limited		47
14.12	Rights of Lessee		48
14.13	Further Assurances		49
14.14	Calculations under Operative Agreements		49
14.15	Confidentiality		49
14.16	Calculation of Rent, Interest, Yield and Fees		50

2

14.17	Syndication Agent and Documentation Agent		50
14.18	Consequential/Exemplary Damages		51
APPENDIX A		RULES OF USAGE AND DEFINITIONS	APPENDIX A-1

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SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT

THIS SECOND AND AMENDED AND RESTATED PARTICIPATION AGREEMENT, dated as of July 31, 2003 (as amended, modified, restated or supplemented from time to time, this “Agreement”), is by and among TECH DATA CORPORATION, as Lessee (the “Lessee”); SUNTRUST EQUITY FUNDING LLC, as Lessor (the “Lessor” or “STEF”); and SUNTRUST BANK, as Agent (in such capacity, the “Agent”) for the Lenders and the various other banks and lending institutions which are parties hereto from time to time as Lenders. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix A hereto.

WHEREAS, Tech Data Corporation, as Lessee, Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association) as Owner Trustee (“Owner Trustee”), Bank of America, N.A., as administrative agent, the Lenders party thereto and the Holders party thereto have entered in to that certain Amended and Restated Participation Agreement dated as of May 8, 2000 (as amended, the “Existing Participation Agreement”); and

WHEREAS, STEF, pursuant to the Assignment and Acceptance Agreement, dated as of the date hereof, shall contemporaneously herewith acquire the beneficial interests in the TD 1996 Real Estate Trust (the “Trust”) from the Existing Holders; and

WHEREAS, STEF, as sole Holder of the Trust following the acquisition described above, shall dissolve the Trust contemporaneously herewith and the Owner Trustee shall distribute all of the Trust Estate, including the Properties, the Equipment and the Improvements, to STEF; and

WHEREAS, Lessee wishes to continue to lease from STEF the Properties, the Equipment and the Improvements; and

WHEREAS, STEF wishes to assume the Loans made by the Existing Lenders to the Owner Trustee in connection with the acquisition of the Properties, the Equipment and the Improvements to the extent such Loans remain outstanding after the Restatement Effective Date; and

WHEREAS, the Lessee has requested that the Financing Parties fund, and the Financing Parties have agreed to fund, the Property Additional Amounts with respect to certain of the Properties; and

WHEREAS, the parties hereto wish to amend and restate the Existing Participation Agreement upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the Existing Participation Agreement is hereby amended and restated in its entirety as follows, and the parties hereby agree as follows:

SECTION 1. THE LOANS.

The Lenders have agreed to make Loans to the Lessor in an aggregate principal amount of up to the aggregate amount of the Commitments of the Lenders in order for the Lessor to acquire the Properties, Equipment and certain Improvements (through the acquisition of the beneficial interests in the Trust and the dissolution thereof), to refinance the Existing Loans and Existing Holder Fundings, to fund to the Lessee the Property Additional Amounts and to provide funds to the Lessee to pay Transaction Expenses in accordance with the terms and provisions hereof and, in consideration of the receipt of the proceeds of such Loans, the Lessor will issue the Notes (together with any note or notes issued in exchange or substitution therefor in accordance with the Credit Agreement, the “Notes”). The Loans shall be made and the Notes shall be issued pursuant to the Credit Agreement. Pursuant to Section 5 of this Agreement and Section 2 of the Credit Agreement, the Loans will be made to the Lessor on the Restatement Effective Date, in accordance with this Agreement and the other Operative Agreements. The Loans and the obligations of the Lessor under the Credit Agreement shall be secured by the Collateral.

SECTION 2. [RESERVED]

SECTION 3. SUMMARY OF TRANSACTIONS.

3.1 Operative Agreements. As of the Restatement Effective Date, each of the respective parties hereto and thereto shall execute and deliver this Agreement, the Lease, the Credit Agreement, the Notes, the Security Agreement and such other documents, instruments, certificates and opinions of counsel as agreed to by the parties hereto.

3.2 Repayment of Existing Loans and Existing Holder Fundings. On the Restatement Effective Date contemporaneously herewith, pursuant to the Assignment and Acceptance Agreement, STEF shall acquire all of the Existing Holders’ Certificates and the Lenders shall acquire all of the Existing Lenders’ Notes. STEF shall, contemporaneously herewith, dissolve the Trust and the Owner Trustee shall distribute the Trust Estate to STEF. (In order to re-align outstanding Loans and Lessor Fundings with the Commitments and Lessor Commitment, as amended and restated by this Agreement and the other Operative Agreements) on the Restatement Effective Date, the Lenders and the Lessor shall make Fundings in amounts equal to their respective Commitments or Lessor Commitment, as applicable, the proceeds of which Fundings will be used immediately to (a) pay to the respective Existing Lenders the outstanding principal amount of Existing Loans, (b) pay to the respective Existing Holders the outstanding principal amount of Existing Holder Fundings, (c) fund to the Lessee the Property Additional Amounts, and (d) provide funds to the Lessee to pay Transaction Expenses, it being understood that the outstanding principal balance of the Notes issued pursuant to the Operative Agreements shall be less than the aggregate principal amount outstanding under the Existing Notes to equal the aggregate amount of the Lenders’ Commitments hereunder plus the Lessor’s Allocated Commitment. Notwithstanding the aggregate outstanding principal amount of the Existing Notes, for the avoidance of doubt, the Existing Notes shall only be enforceable to the extent of the outstanding principal amount of the Notes issued hereunder and the Existing Notes shall be cancelled as set forth in the Assignment and Acceptance Agreement.

3.3 Reduction of Commitments and Lessor Commitments. If the Lessee shall exercise its option to purchase a Property prior to the end of the Term pursuant to Section 20.1(a) of the

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Lease or its option to purchase Excess Land pursuant to Section 20.1(c) of the Lease, the Commitment of each Lender and the Lessor’s Commitment shall automatically be reduced by the principal amount of such Lender’s Loans or Lessor Fundings, as applicable, repaid to such Lender or the Lessor in connection with such purchase.

3.4 Not Revolving Commitments. The Commitments and Lessor Commitment hereunder are not revolving. No Fundings shall be made after the Restatement Effective Date.

SECTION 4. THE CLOSING.

4.1 Closing. All documents and instruments required to be delivered on the Restatement Effective Date shall be delivered at the offices of Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois 60603 or at such other location as may be determined by the Lessor, the Agent and the Lessee.

4.2 Restatement Effective Date. The Lessee shall deliver to the Lessor and the Agent a requisition (a “Requisition”), in the form attached hereto as Exhibit A or in such other form as is reasonably satisfactory to the Lessor and the Agent (together with such additional schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents, certificates and information required by the Agent), in connection with the Restatement Effective Date relating to the repayment of outstanding Existing Loans and Existing Holder Fundings on such date, and to the funding of Transaction Expenses and other fees, expenses and disbursements payable by the Lessee pursuant to Section 9.1 with invoices (in form and substance reasonably acceptable to the Agent and the Lessor) for such Transaction Expenses and other fees, expenses and disbursements attached to such Requisition.

SECTION 5. FUNDINGS; YIELD; INTERCREDITOR AGREEMENT.

5.1 General. To the extent funds have been made available to the Lessor as Loans by the Lenders and Lessor Fundings by the Lessor, the Lessor will use such funds in accordance with the terms and conditions of this Agreement and the other Operative Agreements (i) to acquire the Properties from the Owner Trustee (by acquiring the beneficial interests in the Trust and dissolving the Trust), (ii) to fund Transaction Expenses, fees, expenses and other disbursements payable by the Lessee under Sections 9.1 (iii) to refinance the outstanding principal amount of Existing Loans and Existing Holder Fundings, and (iv) to fund to the Lessee the Property Additional Amounts.

5.2 Procedures for Funding.

(a) The Lessee shall designate the date for Fundings hereunder in accordance with the terms and provisions hereof. Prior to 11:00 a.m. New York time, not less than (i) one (1) Business Day prior to the date of any requested Base Rate Funding or (ii) three (3) Business Days prior to the date of any requested Eurodollar Funding, the Lessee shall deliver to the Lessor and the Agent, with respect to the Restatement Effective Date, a Requisition as described in Section 4.2 hereof.

(b) The Requisition shall: (i) be irrevocable, (ii) request funds in an amount that is not in excess of the total aggregate of the Commitments plus the Lessor

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Commitment, and (iii) request that the Lessor make Lessor Fundings and that the Lenders make Loans to the Lessor for the purposes described in Section 5.1.

(c) Subject to the terms and conditions of the Credit Agreement on the Restatement Effective Date,

(i) each Lender shall make Loans to the Lessor in an amount equal to such Lender’s Commitment Percentage times the Requested Funds specified in the Requisition, up to an aggregate principal amount of the aggregate Commitments (such Loans to be apportioned to Series A Loans and Series B Loans in accordance with definitions thereof);

(ii) the Lessor shall make a Lessor Funding in an amount equal to the Lessor’s Commitment Percentage times the Requested Funds specified in the Requisition, up to an aggregate principal amount of the Lessor Commitment.

(iii) the total amount of such Loans and Lessor Fundings made on the Restatement Effective Date shall be used in accordance with Section 5.1.

(d) The Lessor’s Fundings outstanding from time to time shall accrue yield at the Lessor Rate, computed using the actual number of days elapsed and a 360-day year (“Yield”). If all or a portion of the principal amount or Yield on the Lessor’s Fundings shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall, without limiting the rights of the Lessor under the Lease, to the maximum extent permitted by law, accrue Yield at the Overdue Rate, from the date of non payment until paid in full (both before and after judgment). The Loans outstanding from time to time shall accrue interest as set forth in the Credit Agreement.

(e) Subject to the restrictions set forth in Sections 2.3 and 2.9(c) of the Credit Agreement, the Lessee may:

(i) upon delivery of written notice to the Agent on or before 11:00 A.M., New York time, one (1) Business Day prior to the date of such conversion, convert all or a part of Eurodollar Rate Fundings to Base Rate Fundings on the last day of the Interest Period for such Eurodollar Rate Fundings; and

(ii) upon delivery of written notice to the Agent on or before 11:00 A.M., New York time, three (3) Business Days’ prior to the date of such election or conversion:

(A) elect a subsequent Interest Period for all or a portion of Eurodollar Rate Fundings to begin on the last day of the then current Interest Period for such Eurodollar Rate Fundings; and

(B) convert Base Rate Fundings to Eurodollar Rate Fundings on any Business Day.

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All or any part of outstanding Eurodollar Fundings or Base Rate Fundings may be converted as provided herein, and all or any part of outstanding Eurodollar Fundings may be continued as Eurodollar Fundings for a subsequent Interest Period as provided herein, provided in each case that (i) no Base Rate Funding may be converted into a Eurodollar Funding, and no Eurodollar Funding may be continued as a Eurodollar Funding for a subsequent Interest Period, when any Event of Default has occurred and is continuing, (ii) no Base Rate Funding may be converted into a Eurodollar Funding which matures after the Maturity Date, and (iii) such notice of conversion shall contain an election by the Borrower of an Interest Period for such Eurodollar Funding to be created by such conversion and such Interest Period shall be in accordance with the terms of the definition of the term “Interest Period” as set forth in Appendix A to the Participation Agreement and provided, further, that with respect to each conversion or continuation of any Eurodollar Rate Funding, if the Borrower shall fail to give any required notice or if such continuation is not permitted pursuant to the preceding provision, such Funding shall be automatically converted to a Base Rate Funding on the last day of such then expiring Interest Period.

(f) On the first Payment Date that occurs after the Restatement Effective Date, the Lessee shall make a prepayment of Basic Rent (in addition to the Basic Rent otherwise due on such Payment Date) in an amount equal to $500,000 (the “Prepaid Rent Amount”). Such Prepaid Rent Amount shall be held by the Lessor, and shall be paid over by the Lessor to the Agent on each subsequent Payment Date(s) that occurs after the end of the fiscal quarter of the Lessor in which such payment of the Prepaid Rent Amount occurs to be credited against the Lessee’s obligation to pay Basic Rent on such Payment Date(s) until such Prepaid Rent Amount has been reduced to zero. If a Lease Event of Default exists and the Agent so requests, the Lessor shall turn over the remaining Prepaid Rent Amount, if any, to the Agent for application in accordance with Section 8.1(b)(i) of the Credit Agreement.

5.3 Conditions to the Lessor’s and the Lenders’ Obligations to Advance Funds on the Restatement Effective Date. The obligations of the Lessor to make Lessor Fundings and of each Lender to make Loans to the Lessor on the Restatement Effective Date for the purpose of (1) providing funds to the Lessor necessary to fund Transaction Expenses, fees, expenses and other disbursements payable by the Lessee under Section 9.1 of this Agreement and (2) repaying to the respective Existing Lender or Existing Holder, the entire outstanding principal amount of each Existing Loan and each Existing Holder Funding, are subject to the prior or contemporaneous satisfaction or waiver of the following conditions precedent:

(i) the correctness in all material respects on the Restatement Effective Date of the representations and warranties of the Lessee and the Financing Parties (other than such Financing Party) contained herein and in each of the other Operative Agreements;

(ii) the performance in all material respects by the Lessee of its agreements contained herein and in the other Operative Agreements which covenants are to be performed by the Lessee on or prior to the Restatement Effective Date;

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(iii) the satisfaction of all conditions to any such Lessor Funding or Loan set forth in any Operative Agreement;

(iv) the Agent and the Lessor shall have received a fully executed copy of a counterpart of the Requisition, appropriately completed;

(v) the Agent shall have received (in form and substance satisfactory to the Agent and the Financing Parties) fully executed originals of Operative Agreements, the Intercreditor Agreement;

(vi) the Agent shall have received (in form and substance satisfactory to the Agent) fully-executed originals of all documents (including without limitation modifications of deeds, existing mortgages, deeds of trust, financing statements, lease supplements, and memoranda of leases and assignments) deemed necessary by the Agent to continue the perfection and priority of any liens on the Properties or any other collateral securing any obligations under any Operative Agreement; provided that, with respect to the Properties located in Florida, it is understood and agreed that the Lease Supplements recorded pursuant to the Existing Operative Agreements shall be amended to include mortgage-granting language and the Mortgages recorded pursuant to the Existing Operative Agreements shall be released;

(vii) the repayment to the respective Existing Lender or Existing Holder of all accrued and unpaid interest on any Existing Loan and all accrued and unpaid Yield on any Existing Funding (together with any applicable compensation for break funding costs);

(viii) no Lease Default or Lease Event of Default under any of the Operative Agreements shall have occurred after giving effect to the Funding requested by the Requisition;

(ix) the Lessee shall have delivered to the Agent and the Lessor, title insurance commitments to issue policies in favor of the Lessor and the Agent with respect to each Property, such policies being in form and substance reasonably acceptable to the Lessor, the Agent and the Majority Financing Parties with such title exceptions thereto as are reasonably acceptable to the Lessor and the Agent; and the Lessee shall deliver to the Lessor and the Agent, as soon as possible after the Restatement Effective Date, the final title insurance policies for each Property, taking no specific exception for any Lien filed on account of materials furnished or labor performed in connection with the Property, and otherwise showing no additional exceptions to coverage;

(x) the Lessee shall have delivered to the Agent and the Lessor a survey of each such Property, prepared by an independent recognized professional meeting the then current minimum standard detail requirements for American Land Title Association/American Congress of Surveying and Mapping

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(ALTA/ACSM) Land Title Surveys certified to the Agent and otherwise reasonably acceptable to the Agent;

(xi) the Lessee shall have caused to be delivered to the Agent and the Lessor a legal opinion (in form and substance reasonably satisfactory to the Agent, the Lessor and the Majority Financing Parties) from counsel to the Lessee and from counsel located in the state where each Property is located addressed to Agent and each Financing Party; and

(xii) each Financing Party shall have received a report of the Appraiser with respect to each Property (an “Appraisal”), paid for by the Lessee, which shall meet the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, shall be satisfactory to such Financing Party and shall state in a manner satisfactory to such Financing Party the estimated “as vacant” value of the Property. Such Appraisal must show that the “as vacant” value of each Property is at least 45% of the total cost of the Property, including the cost of the trade fixtures, equipment and personal property related to the Property and funded by the Financing Parties.

5.4 [RESERVED].

5.5 Inspection of Documents; Hold Harmless; Removal of Properties. Any document or item (including without limitation any environmental report) delivered to the Agent shall be available for inspection at any time during ordinary business hours upon reasonable notice by any Financing Party. Without limiting the generality of Section 7 of the Credit Agreement, the Agent shall not incur any liability to any Financing Party or any other Person (and each Financing Party and the Lessee hereby holds the Agent harmless from any such liability) as a result of any such document or item, any information contained therein or the failure to receive any such document, or the Agent’s approval of any Property. In the event the Majority Financing Parties determine that any environmental site assessment reveals an Environmental Violation and they or the Agent so notify the Lessee, then the Lessee shall remedy or purchase such Property in accordance with Sections 15.2, 16.1 and 16.2 of the Lease.

5.6 Intercreditor Agreement. Notwithstanding anything to the contrary herein or in the Operative Agreements, in the event that Lessee or any Subsidiary shall issue any Senior Parity Debt, Administrative Agent is authorized, without the consent of the Financing Parties, to enter into one or more intercreditor agreements or other similar arrangements with the Senior Parity Debt Holders and the lenders party to the Amended Tech Data Credit Agreement (or the agents on behalf of such lenders or Senior Parity Debt Holders) in order to effectuate pari passu status between the obligations of the Lessee under the Operative Agreements, such Senior Parity Debt, and the obligations under the Amended Tech Data Credit Agreement. At the election of the Lessee, Senior Parity Debt and the Amended Tech Data Credit Agreement may either (i) benefit from a guaranty of payment by Domestic Subsidiaries that are Significant Subsidiaries, or (ii) have the benefit of a pledge of the Pledged Interests in each Direct Foreign Subsidiary that is a Significant Subsidiary, or (iii) both of the foregoing. Administrative Agent shall take all such further actions as are necessary to effectuate the transactions contemplated by this Section 5.6, all at the sole expense of Lessee.

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SECTION 6. CONDITIONS OF THE RESTATEMENT EFFECTIVENESS.

6.1 Conditions to the Lessor’s Obligations. The obligations of the Lessor to consummate the transactions contemplated by this Agreement, including the obligation to execute and deliver the applicable Operative Agreements to which each is a party on the Restatement Effective Date, are subject to (i) the accuracy and correctness on the Restatement Effective Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness in all material respects on the Restatement Effective Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto in all material respects of their respective agreements contained herein and in the other Operative Agreements and to be performed by them on or prior to the Restatement Effective Date and (iv) the satisfaction, or waiver by the Lessor, of all of the following conditions on or prior to the Restatement Effective Date:

(a) Each of the Operative Agreements to be entered into as of the Restatement Effective Date shall have been duly authorized, executed and delivered by the parties thereto, other than the Lessor, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Lessor shall have received a fully executed copy of each of the Operative Agreements (other than the Notes of which it shall have received specimens). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessee’s counsel to render its opinion referred to in Section 6.1(g) hereof;

(b) All taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of the Operative Agreements shall have been paid or provision for such payment shall have been made to the reasonable satisfaction of the Lessor and the Agent;

(c) No action or proceeding shall have been instituted, nor shall any action or proceeding be threatened, before any Governmental Authority, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority (i) to set aside, restrain, enjoin or prevent the full performance of this Agreement, any other Operative Agreement or any transaction contemplated hereby or thereby or (ii) which is reasonably likely to have a Material Adverse Effect;

(d) In the reasonable opinion of the Lessor and its counsel, the transactions contemplated by the Operative Agreements do not and will not violate any Legal Requirements and do not and will not subject the Lessor to any materially adverse regulatory prohibitions or constraints;

(e) The Lessor and the Agent shall each have received (with a copy to each of the Financing Parties) an Officer’s Certificate of the Lessee, dated as of the Restatement Effective Date, in the form attached hereto as Exhibit D or in such other form as is

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reasonably acceptable to such parties stating that (i) each and every representation and warranty of the Lessee contained in the Operative Agreements to which it is a party is true and correct in all material respects on and as of the Restatement Effective Date; (ii) no Lease Default or Lease Event of Default has occurred and is continuing under any Operative Agreement; (iii) each Operative Agreement to which Lessee is a party is in full force and effect with respect to it; and (iv) the Lessee has performed and complied with all covenants, agreements and conditions contained herein or in any Operative Agreement required to be performed or complied with by it on or prior to the Restatement Effective Date;

(f) The Lessor and the Agent shall each have received (with a copy to each of the Financing Parties) (i) a certificate of the Secretary or an Assistant Secretary of each of the Lessee and each Guarantor and each other Credit Party in the form attached hereto as Exhibit E or in such other form as is reasonably acceptable to such parties attaching and certifying as to (A) the resolutions of the Board of Directors of Lessee or such Guarantor (as the case may be) duly authorizing the execution, delivery and performance by Lessee or such Guarantor (as the case may be) of each of the Operative Agreements to which it is or will be a party, (B) its certificate of incorporation and by-laws, in each case certified as of a recent date by the Secretary of State of the State of its incorporation, and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Agreements to which it is a party and (ii) a good standing certificate from the appropriate officer of each state in which it is required to be qualified to do business as to its good standing in such state;

(g) Counsel for the Lessee and the Guarantors reasonably acceptable to the other parties hereto shall have issued to the Lessor, the Agent and the Financing Parties an opinion in the form attached hereto as Exhibit C or in such other form as is reasonably acceptable to such parties; and

(h) As of the Restatement Effective Date, there shall not have occurred any material adverse change in the consolidated assets, liabilities, operations, business or financial condition of the Lessee from that set forth in the audited financial statements of the Lessee dated January 31, 2003.

6.2 Conditions to the Lessee’s Obligations. The obligation of the Lessee to execute and deliver the Operative Agreements to which it is a party as of the Restatement Effective Date, is subject to (i) the accuracy and correctness on the Restatement Effective Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness on the Restatement Effective Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto of their respective agreements contained herein and in the other Operative Agreements, in each case to be performed by them on or prior to the Restatement Effective Date, and (iv) the satisfaction or waiver by the Lessee of all of the following conditions on or prior to the Restatement Effective Date:

(a) Each of the Operative Agreements to be entered into as of the Restatement Effective Date shall have been duly authorized, executed and delivered by the parties

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thereto, other than the Lessee, and shall be in full force and effect, and no Default, other than Defaults of the Lessee, shall exist thereunder, and the Lessee shall have received a fully executed copy of each of the Operative Agreements (other than Notes of which it shall have received a specimen);

(b) In the reasonable opinion of the Lessee and its counsel, the transactions contemplated by the Operative Agreements do not violate any material Legal Requirements and will not subject Lessee to any materially adverse regulatory prohibitions or constraints;

(c) No action or proceeding shall have been instituted nor shall any action or proceeding be threatened, before any Governmental Authority, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority (i) to set aside, restrain, enjoin or prevent the full performance of this Agreement, any other Operative Agreement or any transaction contemplated hereby or thereby or (ii) which is reasonably likely to have a Material Adverse Effect;

(d) The Lessee and the Agent shall each have received (with a copy to each of the Financing Parties) (i) a certificate of the Manager of the Lessor in the form attached hereto as Exhibit G or in such other form as is reasonably acceptable to Lessee and the Agent, attaching and certifying as to (A) the signing resolutions, (B) its certificate of formation, certified as of a recent date by a manager of the Lessor, (C) its limited liability company agreement and (D) the incumbency and signature of persons authorized to execute and deliver on its behalf the Operative Agreements to which it is a party and (ii) a good standing certificate from the state of Delaware; and

(e) Counsel for the Lessor shall have issued to the Lessee an opinion in the form attached hereto as Exhibit H.

6.3 Conditions to the Agent’s and Lenders’ Obligations. The obligations of the Agent and the Lenders to consummate the transactions contemplated by this Agreement, including the obligation to execute and deliver each of the Operative Agreements to which it is a party as of the Restatement Effective Date, are subject to (i) the accuracy and correctness on the Restatement Effective Date of the representations and warranties of the other parties hereto contained herein, (ii) the accuracy and correctness in all material respects on the Restatement Effective Date of the representations and warranties of the other parties hereto contained in any other Operative Agreement or certificate delivered pursuant hereto or thereto, (iii) the performance by the other parties hereto in all material respects of their respective agreements contained herein and in the other Operative Agreements, in each case to be performed by them on or prior to the Restatement Effective Date, and (iv) the satisfaction, or waiver by the Agent, of all of the following conditions on or prior to the Restatement Effective Date:

(a) Each of the Operative Agreements to be entered into as of the Restatement Effective Date shall have been duly authorized, executed and delivered by the parties thereto, other than the Agent, and shall be in full force and effect, and no Default or Event of Default shall exist thereunder (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Agent shall have

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received a fully executed copy of each of the Operative Agreements (including the Notes). The Operative Agreements (or memoranda thereof), any supplements thereto and any financing statements and fixture filings in connection therewith required under the Uniform Commercial Code shall have been filed or shall be promptly filed, if necessary, in such manner as to enable the Lessor’s counsel to render its opinion referred to in Section 6.2(e) hereof;

(b) The satisfaction of each of the conditions set forth in Sections 6.1(b), (c), (e), (f) and (h) and Sections 6.2(d) and (e) hereof; and

(c) In the reasonable opinion of the Agent, the Majority Financing Parties and their respective counsel, the transactions contemplated by the Operative Agreements do not and will not violate any Legal Requirements and do not and will not subject the Agent or any Financing Party to any adverse regulatory prohibitions or constraints.

SECTION 7. REPRESENTATIONS AND WARRANTIES ON THE RESTATEMENT EFFECTIVE DATE.

7.1 Representations and Warranties of the Lessee and Guarantors. Effective as of the Restatement Effective Date, the Lessee and each Guarantor represent and warrant to each of the other parties hereto that:

(a) Existence, Qualification and Power; Compliance with Laws. The Lessee and each Guarantor (i) is a corporation or other legal entity duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (x) own its assets and carry on its business and (y) execute, deliver and perform its obligations under the Operative Agreements to which it is a party, (iii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (iv) is in compliance with all Laws; except in each case referred to in clause (ii)(x), (iii) or (iv), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization; No Contravention. The execution, delivery and performance by the Lessee and each Credit Party of each Operative Agreement to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (x) any Contractual Obligation to which such Person is a party or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law.

(c) Governmental Authorization; Other Consents. Except for consents which have already been obtained, no approval, consent, exemption, authorization, or other

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action by, or notice to, or filing with, any Governmental Authority or any other Person which has not been obtained is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Lessee or any Guarantor of this Agreement or any other Operative Agreement.

(d) Binding Effect. This Agreement has been, and each other Operative Agreement, when delivered hereunder, will have been, duly executed and delivered by the Lessee and each Guarantor that is party thereto. This Agreement constitutes, and each other Operative Agreement when so delivered will constitute, a legal, valid and binding obligation of the Lessee or such Guarantor, enforceable against the Lessee and each Guarantor that is party thereto in accordance with its terms.

(e) Financial Statements; No Material Adverse Effect.

(i) The Audited Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (y) fairly present the financial condition of the Lessee and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (z) show all material indebtedness and other liabilities, direct or contingent, of the Lessee and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(ii) The unaudited consolidated financial statements of the Lessee and its Subsidiaries dated April 30, 2003, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present the financial condition of the Lessee and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments.

(iii) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(f) Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Lessee after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Lessee or any of its Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain to this Agreement or any other Operative Agreement, or any of the transactions contemplated hereby, or (ii) if determined adversely, could reasonably be expected to have a Material Adverse Effect.

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(g) No Default. Neither the Lessee nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Operative Agreement.

(h) Ownership of Property; Liens. Each of the Lessee and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Lessee and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 8.01 of the Amended Tech Data Credit Agreement, as incorporated by reference pursuant to Section 10.3A(a).

(i) Environmental Compliance. The Lessee and its Subsidiaries conduct in the ordinary course of business a review of the effect of claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Lessee has reasonably concluded that Environmental Laws and such claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(j) Insurance. The properties of the Lessee and its Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Lessee or the applicable Subsidiary operates none of which insurance shall be provided by any Subsidiary or any other Affiliate of the Lessee except to the extent that any such Affiliate has reinsured all exposure related thereto with one or more financially sound and reputable insurance or reinsurance companies none of which is an Affiliate of the Lessee.

(k) Taxes. The Lessee and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Lessee or any Subsidiary that would, if made, have a Material Adverse Effect.

(l) ERISA Compliance.

(i) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Lessee, nothing has occurred which would prevent, or cause the

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loss of, such qualification. The Lessee and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(ii) There are no pending or, to the best knowledge of the Lessee, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(iii) (A) No ERISA Event has occurred or is reasonably expected to occur; (B) no Pension Plan has any Unfunded Pension Liability; (C) neither the Lessee nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (D) neither the Lessee nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (E) neither the Lessee nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

(m) Subsidiaries. As of the Restatement Effective Date, the Lessee has no Subsidiaries other than those specifically disclosed in Schedule 7.1(m) and has no equity investments in any corporation or entity that is not a Subsidiary other than those specifically disclosed in Schedule 7.1(m).

(n) Margin Regulations; Investment Company Act; Public Utility Holding Company Act.

(i) The Lessee is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of the Funding under each Letter of Credit, not more than 25% of the value of the assets (either of the Lessee and its Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.5 of the Amended Tech Data Credit Agreement (as such sections are incorporated by reference in accordance with Section 10.3A(a)) or subject to any restriction contained in any agreement or instrument between the Lessee and any Financing Party or any Affiliate of any Financing Party relating to Indebtedness and within the scope of Section 17.1(h) of the Lease will be margin stock.

(ii) None of the Lessee, any Person Controlling the Lessee, or any Subsidiary (A) is a “holding company,” or a “subsidiary company” of a “holding

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company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (B) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(o) Disclosure. The Lessee has disclosed to the Agent and the Financing Parties all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Lessee, any Guarantor to the Agent or any Financing Party in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Lessee represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(p) Compliance with Laws. Each of the Lessee and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(q) Intangible Assets. The Lessee and its Subsidiaries own, or possess the right to use, all trademarks, trade names, copyrights, patents, patent rights, franchises, licenses and other intangible assets that are used in the conduct of their respective businesses as now operated, and none of such items, to the best knowledge of Lessee, conflicts with the valid trademark, trade name, copyright, patent, patent right or intangible asset of any other Person to the extent that such conflict has a Material Adverse Effect.

(r) Tax Shelter Regulations. The Lessee does not intend to treat the Fundings as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Lessee determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Lessee so notifies the Agent, the Lessee acknowledges that one or more of the Financing Parties may treat its Fundings as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Financing Parties will maintain the lists and other records required by such Treasury Regulation. The Lessee acknowledges that neither the Agent nor any Lender has provided any tax advice to the Lessee or any Subsidiary in connection with this Agreement or any of the transactions contemplated hereby.

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(s) Off-Balance Sheet Liabilities. Neither the Lessee nor any Subsidiary has any Off-Balance Sheet Liabilities other than this Transaction and those identified on Schedule 7.1(s).

(t) True and Accurate Information. All information heretofore or contemporaneously herewith furnished by either the Lessee or any of its Subsidiaries to the Agent, the Lessor or any Financing Party for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all information hereafter prepared and furnished by the Lessee or any of its Subsidiaries to the Agent, the Lessor or any Financing Party pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified, and such information, taken as a whole, does not and will not omit to state any material fact necessary to make such information, taken as a whole, not misleading;

(u) Wetlands. There are no wetlands, tidelands or swamp or overflow lands on any Property that interfere with the intended or expected current or future use of such Property, or that interfere with the value of any such Property; and each of the Lessee and each of its Subsidiaries is in compliance with all Environmental Laws relating to any such wetland, tideland or swamp or overflow land on any Property;

(v) Environmental Conditions of Properties. Except as listed on Schedule 7.1(v), there is no condition arising from or affecting any Property or arising from or affecting any lands nearby or adjacent to any Property that is having or is reasonably likely to have a significant adverse effect upon human health or the environment at such Property or upon the use or value of such Property; and

(w) No Condemnation. The Lessee has done the proper due diligence to determine, and have determined, that there is no reasonable likelihood that any Property will be condemned, taken by eminent domain or otherwise taken by any Governmental Authority.

(x) Perfected Security Interest in Property. Upon filing of each of the UCC Financing Statements (with respect to each Property) in the filing offices designated by the Lessee, such UCC Financing Statements will have been filed with the appropriate Governmental Authorities in order to perfect a security interest in each Property (to the extent perfection can be obtained by filing under the UCC);

(y) Perfected Security Interest in Equipment. Upon filing in the filing offices designated by the Lessee, the Lender Financing Statements, together with an assignment to the Agent of the filed Lessor Financing Statements, will perfect a valid first priority security interest in all Equipment included in any Existing Property and all other collateral described therein in which a security interest or mortgage can be perfected by filing under the UCC, subject only to Permitted Exceptions, and upon filing, the Lessor Financing Statements will protect Lessor’s interest under the Lease to the extent the Lease is a security agreement and mortgage;

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(z) Flood Insurance. No portion of any Existing Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, or if any such Property is located in an area identified as a special flood hazard area by any such agency, then flood insurance has been obtained for such Property in accordance with Section 14.2(b) of the Lease and in accordance with the National Flood Insurance Act of 1968, as amended;

(aa) Insurance. The Lessee has obtained insurance coverage for each Existing Property which meets the requirements of Article XIV of the Lease and all of such coverage is in full force and effect;

(bb) Compliance with Laws. Each Property complies with all Legal Requirements (including, without limitation, all zoning and land use laws and Environmental Laws); and

(cc) Consents. All consents, licenses, permits, authorizations, assignments and building permits required as of the Restatement Effective Date by all Legal Requirements or pursuant to the terms of any contract, indenture, instrument or agreement for construction, completion, occupancy, operation, leasing or subleasing of each Property have been obtained and are in full force and effect, except to the extent that the failure to so obtain would not, individually or in the aggregate, have a Material Adverse Effect;

(dd) Improvements. The Improvements located on any Property will comply with all applicable Legal Requirements and Insurance Requirements (including, without limitation, all zoning and land use laws and Environmental Laws). The Plans and Specifications for each Property have been prepared in accordance with all applicable Legal Requirements (including, without limitation, all applicable Environmental Laws and building, planning, zoning and fire codes), and such Improvements do not encroach in any manner onto any adjoining land (except as permitted by express written easements) and such Improvements and the use thereof by the Lessee and its agents, assignees, employees, invitees, lessees, licensees and tenants comply in all respects with all applicable Legal Requirements (including, without limitation, all applicable Environmental Laws and building, planning, zoning and fire codes). There are no material defects to such Improvements including, without limitation, the plumbing, heating, air conditioning and electrical systems thereof. All water, sewer, electric, gas, telephone and drainage facilities and all other utilities required to adequately service such Improvements for their intended use are available pursuant to adequate permits at any Existing Property (including any that may be required under applicable Environmental Laws). There is no action, suit or proceeding (including any proceeding in condemnation or eminent domain or under any Environmental Law) pending or, to the best knowledge of the Lessee, threatened which adversely affects the title to, or the use, operation or value of, any of the Properties. No fire or other casualty with respect to any of the Properties has occurred which (1) has had a Material Adverse Effect or (2) is not fully covered by insurance. All utilities serving the related Properties are located in and vehicular access to such Improvements is provided by either public rights-of-way abutting the related Property or Appurtenant Rights. All licenses, approvals, authorizations, consents, permits (including, without limitation, building, demolition and

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environmental permits, licenses, approvals, authorizations and consents), easements and rights-of-way, including proof of dedication, required for (i) the use, treatment, storage, transport, disposal or disposition of any Hazardous Substance on, at, under or from the real property underlying any Improvements at any Property during the use and operation of such Improvements and (ii) the use and operation of such Improvements with the applicable Equipment which such Improvements support for the purposes for which they were intended have been obtained from the appropriate Governmental Authorities or from private parties, as the case may be; and

(ee) Improvements Within Building Restriction Lines. The Improvements on each Property are (and, in the case of the incomplete Improvements, when completed, the Improvements will be) wholly within any building restriction lines (unless consented to by applicable Government Authorities), however established; and

(ff) Security Agreements; No Liens. All Fundings are secured by the Lien of the Security Agreement and the Mortgage Instruments with respect to the Properties, and there have been no Liens against the Improvements on any Property other than Permitted Liens.

7.2 Representations of the Lessor. Effective as of the date hereof, the Lessor represents and warrants to the Agent, the Lenders, and the Lessee as follows:

(a) Securities Act. The interest being acquired or to be acquired by the Lessor in the Properties is being acquired for its own account, without any view to the distribution thereof or any interest therein, provided that the Lessor shall be entitled to assign, convey or transfer its interest in accordance with the Operative Agreements.

(b) Due Organization, etc. The Lessor is a limited liability company duly organized and validly existing in good standing under the laws of Delaware and has full power, authority and legal right to execute, deliver and perform its obligations under the Lease, this Participation Agreement and each other Operative Agreement to which it is or will be a party.

(c) Due Authorization; Enforceability, etc. This Participation Agreement and each other Operative Agreement to which the Lessor is or will be a party have been or will be duly authorized, executed and delivered by or on behalf of the Lessor and are, or upon execution and delivery will be, legal, valid and binding obligations of the Lessor enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by general equitable principles.

(d) No Conflict. The execution and delivery by the Lessor of the Lease, this Participation Agreement and each other Operative Agreement to which the Lessor is or will be a party, are not or will not be, and the performance by the Lessor of its obligations under each are not and will not be, inconsistent with its organizational documents, do not and will not contravene any Applicable Law applicable generally to parties providing financing and do not and will not contravene any provision of, or constitute a default

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under, any contractual obligation of Lessor, do not and will not require the consent or approval of, the giving of notice to, the registration with or taking of any action in respect of or by, any Governmental Authority applicable generally to parties providing financing, except such as have been obtained, given or accomplished, and the Lessor possesses all requisite regulatory authority to undertake and perform its obligations under the Operative Agreements, in each case if such contravention, default or failure to obtain, give or accomplish such consent, approval, notice or registration would materially adversely affect the Lessor’s ability to perform its obligations under the Operative Agreements to which it is or will be a party.

(e) Litigation. There are no pending or, to the knowledge of the Lessor, threatened actions or proceedings against the Lessor before any court, arbitrator or administrative agency with respect to any Operative Agreement or that would have a material adverse effect upon the ability of the Lessor to perform its obligations under this Participation Agreement or any other Operative Agreements to which it is or will be a party.

(f) Lessor Liens. No Lessor Liens (other than those expressly created by the Operative Agreements) exist on the Property, or any portion thereof, and the execution, delivery and performance by the Lessor of this Participation Agreement or any other Operative Agreement to which it is or will be a party will not subject the Property, or any portion thereof, to any Lessor Liens (other than those expressly created by the Operative Agreements).

(g) Employee Benefit Plans. The Lessor is not and will not be making its investment hereunder, and is not performing its obligations under the Operative Agreements, with the assets of an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA, or “plan” (as defined in Section 4975(e)(1)) of the Code.

(h) No Offering. The Lessor has not offered the Notes to any Person in any manner that would subject the issuance thereof to registration under the Securities Act or any applicable state securities laws.

(i) Investment Company. The Lessor is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(j) Financial Statements. The financial statements provided to the Lessee by the Lessor and by STI have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. There are no material transactions, agreements or accounts that have not been properly recorded in the accounting records underlying the financial statements of the Lessor and STI provided to the Lessee by the Lessor.

(k) Sole Member. SunTrust Banks, Inc. (“STI”) is the sole member of the Lessor and, in its capacity as the sole member of Lessor, is entitled to the profits and the

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losses of the Lessor. There is only one class of equity in the Lessor. Profits or losses resulting from the Transaction are included in the overall profits and losses of the Lessor.

(l) Fair Value. As of the Restatement Effective Date, the gross fair value of the Properties is less than half of the total fair value of the assets of the Lessor. The “fair value” of the assets of STI has been determined as follows: (i) by excluding values of any asset within a Silo (as defined in paragraph (m) below), (ii) for those transactions accounted for by the Lessor as leveraged leases pursuant to FAS 13, the fair value of the related leased properties have been determined on a gross basis prior to the application of leveraged lease accounting (recognizing that equity investments by the Lessor in another entity, including those accounted for as leveraged leases, should not be grossed up), (iii) the determination of fair value of the Lessor’s assets leased by the Lessor under operating leases to lessees has been determined without regard to residual value guarantees, remarketing arrangements, non-recourse financings, purchase options or any other contractual provisions, whether between the Lessor and Tech Data or other parties, that might otherwise impact the fair value of the Lessor’s assets, and (iv) for assets other than the Properties that qualify as finance leases, fair value has been determined as the sum of the fair values of the corresponding finance lease receivables and unguaranteed residual values.

(m) Source of Funds. The Lessor has not financed an amount equal to or greater than 95% of the fair value of the Properties, on either an individual or an aggregate basis, with the proceeds of non-recourse debt or the sale of participations that are recourse solely to a specified transaction, targeted equity or any other type of funding that would result in the Properties being essentially the only source of repayment (in the aggregate, a “Silo”).

(n) Consolidation. The Lessor is consolidated on a voting interest basis with STI, its sole member, which is a publicly traded corporation, and the Properties are included therein. The Lessor is included in STI’s consolidated financial statements filed with the Securities and Exchange Commission.

(o) Solvency. Liabilities do not exceed its assets on the Restatement Effective Date nor will the execution of the Operative Agreements cause Lessor’s liabilities to exceed its assets.

SECTION 8. [RESERVED]

SECTION 9. PAYMENT OF CERTAIN EXPENSES.

9.1 Transaction Expenses. Lessee agrees on the Restatement Effective Date, to pay, or cause to be paid, all reasonable fees, expenses and disbursements of the various outside legal counsels for the Lessor and the Agent in connection with the transactions contemplated by the Operative Agreements and incurred in connection with the Restatement Effective Date, including all Transaction Expenses (arising in connection with the Restatement Effective Date), and all other reasonable fees, expenses and disbursements in connection with the Restatement Effective Date, including, without limitation, all fees, taxes and expenses for the recording, registration

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and filing of documents, the costs of residual value insurance obtained by the Lessor and the cost of all insurance required by the Operative Agreements; provided, however, that the Lessor shall pay such amounts described in this Section 9.1 only if (i) such amounts are reasonably described in a Requisition delivered on or before such date, and (ii) funds are made available by the Lenders and the Lessor in connection with such Requisition in an amount sufficient to allow such payment. On the Restatement Effective Date, after delivery and receipt of the Requisition referenced in Section 4.2(a) hereof and satisfaction of the other conditions precedent for such date, the Lenders shall make Loans to the Lessor and Lessor shall contribute its own Lessor Fundings to the Lessee to pay for the Transaction Expenses, fees, expenses and other disbursements referenced in this Section 9.1.

9.2 Certain Fees and Expenses. Lessee agrees to pay or cause to be paid (i) all reasonable expenses (including reasonable outside counsel fees and expenses) incurred by the Lessor or the Agent in entering into any future amendments or supplements requested by the Lessee with respect to any of the Operative Agreements, whether or not such amendments or supplements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto which have been requested by the Lessee, or any purchase of any Property by the Lessee pursuant to Article XX of the Lease, and (ii) all costs and expenses (including reasonable counsel fees and expenses) incurred by the Lessor, the Lessee, the Financing Parties or the Agent in connection with the enforcement of any Operative Agreement or any exercise of remedies under any Operative Agreement.

SECTION 10. OTHER COVENANTS AND AGREEMENTS.

10.1 Cooperation with the Lessee. The Lessor and the Agent shall, to the extent reasonably requested by the Lessee (but without assuming additional liabilities on account thereof), at the Lessee’s expense, cooperate with the Lessee in connection with its covenants contained herein including, without limitation, at any time and from time to time, upon the request of the Lessee, promptly and duly executing and delivering any and all such further instruments, documents and financing statements (and continuation statements related thereto) as the Lessee may reasonably request in order to perform such covenants.

10.2 Covenants of the Lessor. The Lessor hereby agrees that so long as this Agreement is in effect, unless the Agent, the Lessee and the other Financing Parties shall have otherwise consented in writing:

(a) the proceeds of the Loans received from the Lenders will be used by the Lessor solely to acquire the Properties (through the acquisition of the beneficial interests of the Existing Holders in the Trust and the dissolution of the Trust), to refinance the Existing Loans and Existing Holder Fundings and to fund the Transaction Expenses. No portion of the proceeds of the Loans will be used by the Lessor (i) in connection with, whether directly or indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view towards obtaining control of such other corporation, (ii) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock, or (iii) for any purpose in violation of any Applicable Law;

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(b) it shall not consent to or suffer or permit any Lien against the Property, other than as expressly contemplated pursuant to the Operative Documents;

(c) it shall not consent to or suffer or permit the creation of any easement or other restriction against the Property other than as permitted pursuant to Section 10.5;

(d) it shall promptly discharge each Lessor Lien and shall indemnify the Lenders and the related Lessee for any diminution in value of any Property resulting from such Lessor Liens; and

(e) upon request of Tech Data, it will deliver to Tech Data, (i) as soon as available and in any event within 20 days after the end of each fiscal quarter (other than the fourth fiscal quarter), a consolidated balance sheet of the Lessor as of the end of such fiscal quarter and of related statements of income for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP certified by a manager or officer of the Lessor, (ii) as soon as available and in any event within 45 days after the end of each fiscal year, a consolidated balance sheet of the Lessor as of the end of such fiscal year and the related statements of income for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP, certified by a manager or officer of the Lessor and (iii) within 15 days after the end of each fiscal quarter of Tech Data, a certificate dated as of the last day of such fiscal quarter of Tech Data in substantially the form set forth in Exhibit I, executed by an officer or manager of the Lessor and STI, provided that, if the Lessor believes that it will be unable to deliver such a certificate in the future or that it cannot make the representation set forth in Section 7.2(l), or (m), then the Lessor, at its option, shall either (A) provide documentation, based on GAAP and reasonably acceptable to Tech Data, to certify that the Lessor is a “voting interest entity” as defined in FIN 46 (which will be renewed as required), (B) obtain additional assets such that after giving effect thereto, such representation is accurate or (C) transfer its right, title and interest in some, or all, of the Properties to another Affiliate of STI such that after giving effect to such transfer, such representation is accurate (and the parties hereto hereby agree that the Lessor may make such transfer without the need to obtain the consent of any party hereto);

(f) in the event that Tech Data believes that it is reasonably possible that the aggregate value of the Properties could exceed 30% (or such lower percentage as reasonably determined by the Lessee) of the total assets of the Lessor, upon the request of Tech Data, the Lessor shall provide to Tech Data representations, and supporting schedules and analyses, setting forth the Lessor’s evaluation and conclusion that the Lessor is a voting interest entity in accordance with paragraphs 5a and b of FIN 46, including, but not limited to, quarterly and annual expected loss calculations;

(g) it will not (A) incur additional non-recourse indebtedness with respect to the Properties, (B) change the character of non-targeted equity or recourse borrowing in any way that would result in the Properties, on either a property by property basis or on a aggregate basis, being essentially the only source of repayment of such funding source, or

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(C) make any distributions from the Lessor that would, in the case of any of the foregoing clauses (A), (B) and (C), result in such non-recourse funding being equal to or exceeding 95% of the fair value of the Properties, on either a property by property or aggregate basis;

(h) upon request of Tech Data, permit Tech Data or an agent of Tech Data and Tech Data’s independent auditors to examine the Lessor’s books and records and visit the offices and properties of the Lessor for the purpose of examining such materials, (A) for the purpose of verifying the accuracy of the representations and warranties set forth in the certificate delivered pursuant to paragraph(e)(iii) above or in Section 7.2(l) or (m), or (B) for the purpose of reviewing the materials supporting the conclusion that the Lessor is a voting interest entity if the circumstances described in paragraph (f) or paragraph (e)(iii)(A) above exist or the Lessor has breached its representations or warranties set forth in Section 7.2(l) or (m) or in any certificate delivered pursuant to paragraph (e)(iii) above, provided that Tech Data and each such agent shall execute and deliver to the Lessor an agreement regarding the confidentiality of the Lessor’s books and records and related information in form and substance reasonably satisfactory to the Lessor.

At any time, the Lessor may submit to Tech Data, for Tech Data’s acceptance, documentation based on GAAP to certify that the Lessor is a “voting interest entity” as defined by FIN 46, which documentation shall be renewed as required. Tech Data agrees to consider, and to request its independent auditors to consider, such documentation in good faith. If Tech Data accepts such determination, in its reasonable discretion, the Lessor shall not be required to comply with the covenants set forth in paragraph (e)(iii), (f) and (g) above, nor to make the representations set forth in Section 7.2(l) or (m) for so long as such documentation is renewed at least annually within 30 days after the end of each calendar year and the Lessor has no reason to believe that it has ceased to be a “voting interest entity” as defined by FIN 46;

(i) The Lessor shall give prompt notice to the Lessee and the Agent if the Lessor shall change its jurisdiction of organization;

(j) provided that no Lease Event of Default has occurred and is continuing, the Lessor shall not, without the prior written consent of the Lessee, consent to or permit any amendment, supplement or other modification of the terms and provisions of the Credit Agreement or the Notes or (to the extent such amendment, supplement or modification would have an adverse effect on the rights or obligations of the Lessee under the Lease) any other Operative Agreement;

(k) the Lessor shall not consent to or permit any amendment, supplement or other modification of the terms and provisions of any Operative Agreement, in each case without the prior written consent of the Agent and in accordance with Section 14.5 of this Agreement, except as described in Section 10.5 of this Agreement; and

(l) the Lessor (i) shall take such actions and shall refrain from taking such actions with respect to the Operative Agreements or the Properties and shall grant such approvals and otherwise act or refrain from acting with respect to the Operative

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Agreements or the Properties in each case as directed in writing by the Agent or, to the extent required by Section 10.5 hereof, the Lessee; and (ii) shall not take any action, grant any approvals or otherwise act under or with respect to the Operative Agreements or any matters relating to the Properties without first obtaining the prior written consent of the Agent; provided, however, that notwithstanding the foregoing provisions of this subparagraph (l) the Lessor and the Agent each acknowledge, covenant and agree that, with respect to all matters under the Operative Agreements that require the consent or concurrence of all of the Financing Parties pursuant to the terms of Section 9.1 of the Credit Agreement (the “Unanimous Vote Matters”), neither the Lessor nor the Agent shall act or refrain from acting with respect to any Unanimous Vote Matter until such party has received the approval of each Financing Party with respect thereto;

10.3A Lessee Covenants.

(a) Incorporation of Covenants. Reference is made to Articles VII and VIII of the Amended Tech Data Credit Agreement (hereinafter referred to as the “Incorporated Covenants”). The Lessee agrees with the Lessor, the Administrative Agent and the Financing Parties that the Incorporated Covenants (and all other relevant provisions of the Amended Tech Data Credit Agreement related thereto, including, but not limited to, the defined terms used in the Incorporated Covenants) are hereby incorporated by reference into the Participation Agreement to the same extent and with the same effect as if set forth fully herein and therein and shall inure to the benefit of the Lessor, the Administrative Agent and each of the Financing Parties, without giving effect to any waiver, amendment, modification or replacement of the Amended Tech Data Credit Agreement, any term or provision of the Incorporated Covenants or and defined term used in the Incorporated Covenants occurring subsequent to the date of this Participation Agreement, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Amended Tech Data Credit Agreement or an amendment or modification is executed with respect to the Amended Tech Data Credit Agreement, and such waiver, amendment or modification affects the Incorporated Covenants or any defined term used in the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants or the defined terms used therein as incorporated by reference into this Participation Agreement only if consented to in writing by the Majority Financing Parties and the Agent. In the event of any replacement of the Amended Tech Data Credit Agreement with a similar credit facility (the “New Facility”), the covenants and related defined terms contained in the New Facility which correspond to the covenants contained in Articles VII and VIII of the Amended Tech Data Credit Agreement and the related defined terms shall become the Incorporated Covenants hereunder only if consented to in writing by the Majority Financing Parties and the Agent, and, if such consent is not granted, then the covenants contained in Articles VII and VIII of the Amended Tech Data Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the Amended Tech Data Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then, notwithstanding such termination, the covenants contained in Articles VII and VIII of the Amended Tech Data Credit Agreement (together with any modifications or amendments

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thereto, or covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

(b) Financial Information, Reports, Notices, Etc. Without limiting the generality of the foregoing, from and after the date hereof , to the extent that the Incorporated Covenants require Tech Data or any of its Subsidiaries to deliver any financial statement, certificate, notice, report, or other document or information to the Amended Tech Data Credit Agent (or any other agent or any lender under the applicable credit facility), Tech Data shall, and shall cause any such Subsidiary to, simultaneously deliver a copy of such financial statement, certificate, notice, report, document or information to the Agent and each Financing Party. The foregoing notwithstanding, if the Agent or any Financing Party (each, a “Recipient”) has received a copy of any document from Tech Data or a Subsidiary because such Recipient is an agent or lender under the Amended Tech Data Credit Agreement or any New Facility, then nothing contained in this Section 10.3A(b) shall require Tech Data or such Subsidiary to deliver a second copy of such document to such Recipient solely because the Recipient is also the Agent or a Financing Party under the Participation Agreement.

(c) Other Information. The Lessee shall, and shall cause each Subsidiary to, promptly deliver or cause to be delivered to the Agent and each Financing Party, such other information regarding any Property or the Lessee’s or any Subsidiary’s operations, business affairs or financial condition as the Agent or such Financing Party may reasonably request.

(d) Right of Inspection. The Lessee shall, and shall cause each Subsidiary to, permit any Person designated by the Agent or any Financing Party to visit and inspect any of the properties (including any Property), corporate books and financial reports of the Lessee or any Subsidiary and to discuss its affairs, finances and accounts with its principal officers and independent certified public accountants, all (unless an Event of Default has occurred and is continuing) at reasonable intervals and with reasonable notice.

(e) Officer’s Knowledge of Default. Upon any officer of the Lessee obtaining knowledge of any Default or Event of Default hereunder, under the Participation Agreement or under any other obligation of the Lessee or any Subsidiary to the Agent or any Financing Party, the Lessee shall cause such officer to notify the Agent and the Lessor promptly of the nature thereof, the period of existence thereof, and what action the Lessee or such Subsidiary proposes to take with respect thereto.

(f) New Subsidiaries. Notify the Agent at the time that any Person becomes a Significant Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary, and

(i) Within 30 days (in the case of clause (A)) and 60 days (in the case of clause (B)) of the formation or acquisition of any Significant Subsidiary or the time at which a Domestic Subsidiary or Direct Foreign Subsidiary becomes a Significant Subsidiary, including without limitation any time that any Subsidiary Securities of a Direct Foreign Subsidiary that is a Significant Subsidiary are

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acquired by a Domestic Subsidiary that has not previously executed and delivered a Pledge Agreement, cause to be delivered to Agent for the benefit of Agent and the Financing Parties:

(A) In the case of a Significant Subsidiary that is a Domestic Subsidiary, (I) a Guaranty substantially in the form of Exhibit F or a Guaranty Joinder Agreement, in each case executed by such Significant Subsidiary, (II) an opinion of counsel to the Significant Subsidiary dated as of the date of delivery of the Guaranty or Guaranty Joinder Agreement provided for in this Section 10.3A(a) and addressed to Agent and the Lenders, in form and substance reasonably acceptable to Agent, and (III) the Organization Documents of such Significant Subsidiary;

(B) In the case of a Significant Subsidiary that is a Direct Foreign Subsidiary, (I) a Pledge Agreement in such form as may be acceptable to the Agent or a Pledge Joinder Agreement, in each case executed by the Lessee or any Domestic Subsidiary directly owning the stock of such Significant Subsidiary which shall pledge the Pledged Interests in such Subsidiary to the Collateral Agent for the benefit of the Secured Parties, (II) opinions of counsel to each pledgor and to the Significant Subsidiary that under the laws of the applicable foreign jurisdiction, all agreements, notices and other documents required to be executed, delivered, filed or recorded and all other action required to be taken, within or pursuant to the laws of such jurisdiction to perfect the Lien conferred in favor of Agent have been duly executed, delivered, filed, recorded or taken, as the case may be, and (III) take such further action and deliver or cause to be delivered such further documents as reasonably requested by the Collateral Agent or the Agent to effect the transactions contemplated herein;

provided, however, that such Guaranty and opinion shall not be required with respect to a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan otherwise permitted by this Agreement, and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 30-day period described above;

provided further that such Pledge Agreement, opinion and other perfection actions shall not be required with respect to a Direct Foreign Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan otherwise permitted by this Agreement and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 60-day period described above; and

provided further that Tech Data Finance SPV shall not be required to deliver a Guaranty.

(ii) If at any time the sum of the total assets (including interests in their respective Subsidiaries) or total annual revenues (on a consolidated basis with

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their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV) that have not executed and delivered to Agent a Guaranty (or whose Guaranty has been released) exceeds in the aggregate $150,000,000, Lessee shall promptly cause there to be delivered to Agent one or more additional Facility Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Facility Guaranties, the sum of the total assets or total revenues, in either or both cases, of Domestic Subsidiaries (other than Tech Data Finance SPV) not having delivered a Guaranty does not exceed in the aggregate $150,000,000.

(iii) The parties acknowledge and agree that so long as Section 7.12 of the Amended Tech Data Credit Agreement requires the pledge of the Pledged Interests of any Person, the actual Pledged Interests of such Person pledged to the Agent pursuant to this Section 10.3A(f) shall be the same as those pledged pursuant to Section 7.12 of the Amended Tech Data Credit Agreement, so that compliance with such agreement and this Lease does not result in the pledge of more than the Pledged Interests of such Person.

(g) The Lessee shall cause amendments to the Pledge Agreements reasonably acceptable to the Agent to be executed and appropriate recordings to be made in the appropriate jurisdiction within 30 days of the Restatement Effective Date.

10.3B. Lessee Covenants with respect to the Properties, Consent and Acknowledgment.

(a) Lessee acknowledges and agrees that the Lessor, pursuant to the terms and conditions of the Security Agreement and the Mortgage Instruments, shall create Liens respecting the various personal property, fixtures and real property described therein in favor of the Agent. Lessee hereby irrevocably consents to the creation, perfection and maintenance of such Liens.

(b) Lessor hereby instructs Lessee, and Lessee hereby acknowledges and agrees, that until such time as the Loans are paid in full and the Liens evidenced by the Security Agreement and the Mortgage Instruments have been released, (i) any and all Rent and any and all other amounts of any kind or type under any of the Operative Agreements due and owing or payable to the Lessor shall instead be paid directly to the Agent or as the Agent may direct from time to time and (ii) Lessee shall cause all notices, certificates, financial statements, communications and other information which is delivered, or is required to be delivered, to the Lessor also to be delivered at the same time to the Agent.

(c) Lessee shall not consent to or permit any amendment, supplement or other modification of the terms or provisions of any Operative Agreement without, in each case, obtaining the prior written consent of the Agent.

(d) Except as otherwise contemplated by the Operative Agreements, the Lessee shall not use the proceeds of any Lessor Funding or Loan for any purpose other than the payment of Transaction Expenses and the fees, expenses and other

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disbursements referenced in Section 9.1 of this Agreement, the refinancing of the Existing Loans and Existing Holder Fundings.

(e) [Reserved].

(f) The Lessee shall not create or permit to exist at any time (and the Lessee shall, at its own expense, take such action as may be necessary to duly discharge, or cause to be discharged) any Lien against any Property other than Permitted Liens.

(g) The Lessee shall pay (or cause to be paid) to the Agent the Agency Fee (described in the Fee Letter) when and as due from time to time, and shall pay to the respective Persons entitled thereto all other fees required by the Fee Letter when and as due from time to time.

(h) The Lessee shall take all reasonable and necessary steps to identify any wetlands, tidelands or swamp and overflow lands on any Property prior to development of, or construction of any Improvements on, such Property, and each Property will be developed in a manner consistent with all applicable wetlands regulations.

(i) The Lessee shall give immediate notice to the Agent and the Lessor in the event that any condition arising from or affecting any Property or arising from or affecting any lands nearby or adjacent to any Property has or threatens to have a significant adverse effect upon human health or the environment at such Property or upon the use or value of such Property.

10.4 Sharing of Certain Payments. The parties hereto acknowledge and agree that all payments due and owing by the Lessee to the Lessor under the Lease or any of the other Operative Agreements shall be made by the Lessee directly to the Agent on behalf of the Financing Parties as more particularly provided in Section 10.3B hereof. The Lessor and the Agent, on behalf of the Lenders, acknowledge the terms of Section 8 of the Credit Agreement regarding the allocation of payments and other amounts made or received from time to time under the Operative Agreements and agree all such payments and amounts are to be allocated as provided in Section 8 of the Credit Agreement.

10.5 Grant of Easements, Voting at Meetings, etc. The Agent and the Lenders hereby agree that, so long as no Event of Default shall have occurred and be continuing, and until such time as the Agent gives instructions to the contrary to the Lessor, the Lessor shall, from time to time at the request of the Lessee, in connection with the transactions contemplated by the Lease or the other Operative Agreements, (i) grant easements and other rights in the nature of easements with respect to any Property, (ii) release existing easements or other rights in the nature of easements which are for the benefit of any Property, (iii) execute and deliver to any Person any instrument appropriate to confirm or effect such grants or releases, and (iv) execute and deliver to any Person such other documents or materials in connection with the acquisition, development or operation of any Property, including, without limitation, reciprocal easement agreements, operating agreements, development agreements, plats, replats or subdivision documents; provided, that each of the agreements and documents referred to in this Section 10.5 shall be of the type normally executed by the Lessee in the ordinary course of the Lessee’s

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business and shall be on commercially reasonable terms so as not to diminish the value of any Property in any material respect.

10.6 Release of Liens on Certain Equipment. So long as no Default or Event of Default has occurred and is continuing, the Agent and the Lessor agree, upon the request of the Lessee, to release the Liens under the Operating Agreements with respect to specified equipment acquired after the Restatement Effective Date by the Lessee but only if (a) a third-party financier will finance the Lessee’s acquisition of such equipment, (b) such equipment has not been financed or acquired (in whole or in part) with any proceeds of any Loan or Lessor Funding, (c) such equipment may be readily removed from the Property without any damage to such equipment or any Property, (d) the third-party financier has no Lien on any portion of any Property other than such equipment, and (e) such equipment does not consist of a Fixture or other goods incorporated into a Property that is customarily considered to be part of a building or structure erected on real property (such as heating, ventilating, air-conditioning, electrical and mechanical equipment or systems, escalators, elevators, wall and floor coverings, plumbing, pumps, tanks, conduits, wiring, lighting, security systems, sprinklers and other fire prevention and extinguishing apparatus).

10.7 Obligations to Administrative Agent. The Lessee hereby agrees that it shall pay to the Administrative Agent all amounts which the Lessee is now or may at any time and from time to time hereafter be obligated to pay in respect of any of its obligations under the Operative Agreements, including without limitation amounts payable to the Lessor, each Financing Party and the Agent under this Agreement, the Lease and Guaranty (the “Covenant to Pay Obligations”), if and when such amounts become due and payable in accordance with the terms of this Agreement or such other document.

The Lessee and the Administrative Agent agree and acknowledge that the Covenant to Pay Obligations consist of obligations and liabilities of the Lessee to the Agent separate and independent from and without prejudice to the liabilities and obligations which the Lessee has or may have at any time to the Lessor, any Financing Party, the Administrative Agent or other Person under this Agreement or other Operative Agreements, provided that the total liability of the Lessee under the Covenant to Pay Obligations shall be decreased from time to time to the extent that the Lessee shall have paid to the Lessor, any Financing Party, or the Administrative Agent or other appropriate payee any amount due under this Agreement or other applicable Operative Agreement, and the total liability of the Lessee vis-a-vis, any Financing Party or the Administrative Agent under this Agreement or other applicable Operative Agreement, shall be decreased to the extent that the Lessee shall have paid to the Administrative Agent such amount due pursuant to the Covenant to Pay Obligations.

SECTION 11. CREDIT AGREEMENT.

11.1 Lessee’s Credit Agreement Rights. Notwithstanding anything to the contrary contained in the Credit Agreement, the Agent, the Lessee and the Lessor hereby agree that, prior to the occurrence and continuation of any Lease Default or Lease Event of Default, the Lessee (as designated below) shall have the following rights:

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(a) the Lessee shall have the right to exercise the conversion and continuation options pursuant to Section 2.7 of the Credit Agreement;

(b) the Lessee shall have the right to approve any successor agent pursuant to and subject to the terms of Section 7.9 of the Credit Agreement;

(c) the Lessee shall have the right to consent to any assignment by a Lender to which the Lessor has the right to consent pursuant to Section 9.8 of the Credit Agreement; and

(d) without limiting the foregoing clauses (a) through (c), and in addition thereto, the Lessee shall have the right to exercise any other right of the Lessor under the Credit Agreement upon not less than five (5) Business Days’ prior written notice from the Lessee to the Lessor and the Agent.

SECTION 12. TRANSFER OF INTEREST.

12.1 Restrictions on Transfer. The Lessor shall not assign, convey, encumber or otherwise transfer all or any portion of its right, title or interest in, to or under the Properties or any of the Operative Agreements, except (i) to the Lessee in accordance with the Operative Agreements, (ii) to SunTrust Bank without the prior written consent of the Lessee and the Lenders and (iii) as set forth in the next sentence. With the prior written consent of the Majority Financing Parties (other than the Lessor) and, unless an Event of Default has occurred and is continuing, of Lessee (such consent, in each case, not to be unreasonably withheld), Lessor may assign (reserving rights of Lessor to indemnification) all (but not less than all) of its right, title and interest in, to and under the Properties and the Operative Agreements to any wholly owned, direct or indirect, U.S. subsidiary of SunTrust Banks, Inc. Lessor may, without the consent of the Lenders, the Agent or the Lessee or any Guarantor, sell a participation in its rights in the Properties and under the Operative Agreements. Any proposed transferee of the Lessor shall make the representations and covenants set forth in Section 7.2 to the other parties hereto.

12.2 Effect of Transfer. From and after any transfer effected in accordance with this Section 12, the transferor shall be released, to the extent of such transfer, from its liability hereunder and under the other documents to which it is a party in respect of obligations to be performed on or after the date of such transfer. Upon any transfer by the Lessor as above provided, any such transferee shall assume the obligations of the Lessor and shall be deemed the “Lessor”, for all purposes of such documents and each reference herein to the transferor shall thereafter be deemed a reference to such transferee for all purposes, except as provided in the preceding sentence. Notwithstanding any transfer of all or a portion of the transferor’s interest as provided in this Section 12, the transferor shall be entitled to all benefits accrued and all rights vested prior to such transfer including, without limitation, rights to indemnification under any such document.

12.3 Addition Agreements. At any time, the Lessor may add additional Lenders pursuant to an Addition Agreement, provided that (i) unless such Lender is an Affiliate of any Financing Party, or an Event of Default has occurred and is continuing, Lessee has approved the identity of such Lender, which approval shall not be unreasonably withheld or delayed, and (ii)

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after giving effect to such addition, the Lessor is not in violation of its covenant set forth in Section 10.2(g) and (iii) the Commitment of such additional Lender is at least $1,000,000. On the date any such Lender is added, such Lender shall make Loans to the Lessor in an amount equal to such new Lender’s Commitment Percentage of the outstanding Funding Amounts, which amount shall be applied to reduce the Lessor Fundings. No Lessee shall be responsible for any processing or recording fee or any costs or expenses incurred by the Lessor, the Administrative Agent or any Lender in connection with such addition.

SECTION 13. INDEMNIFICATION.

13.1 General Indemnity. Subject to the provisions of Sections 13.4 and 13.5, and whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless each Indemnified Person on an After Tax Basis from and against any Claims which may be imposed on, incurred by or asserted against an Indemnified Person by any other Person (but not to the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person) in any way relating to or arising, or alleged (by any Person asserting such a Claim against an Indemnified Person) to arise, out of the execution, delivery, performance or enforcement of this Agreement, the Lease, any other Operative Agreement or on or with respect to any Property or any part thereof, including, without limitation, Claims in any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any other disposition of a Property, or any part thereof, including the acquisition, holding or disposition of any interest in any Property, lease or agreement comprising a portion of any thereof; (b) any latent or other defect in any property whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) any Environmental Claim, any violation of Environmental Laws, or any other loss of or damage to any property or the environment relating to any Property, the Lease or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Lessee of any of its representations or warranties under the Operative Agreements to which it is a party or failure by the Lessee to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) the transactions contemplated hereby or by any other Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (g) any personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; (h) any easement, right, agreement or document referred to in Section 10.5 of this Agreement; or (i) any Lien on any Property (other than Liens created by the Operative Agreements).

If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including a written notice of such proceeding) for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that, in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 30-day period, such Indemnified Person shall endeavor, in such

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notice to the Indemnity Provider, to inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before seven (7) days before the end of such shorter period; provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider’s obligation hereunder except to the extent such failure materially precludes the Indemnity Provider from contesting such Claim.

If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including, without limitation by pursuit of appeals) (provided, however, that (A) if such Claim can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person and so long as such Claim, in the reasonable opinion of the Indemnified Person, does not involve any possibility or criminal liability or any material risk of civil liability, the Indemnified Person, at the Indemnity Provider’s request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim, the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict)) by, in the sole discretion of the Person conducting and controlling the response to such Claim, (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other action as is reasonably requested by the Indemnity Provider from time to time.

The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party, except that the Indemnity Provider may not agree to any dismissal or settlement of, or other agreement in connection with, any claim without the prior written consent of such Indemnified Person, if such dismissal, settlement or agreement would require any admission or acknowledgment of any culpability or wrongdoing by such Indemnified Person or provides for any nonmonetary relief to be performed by such Indemnified Person. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 13.1 by way of indemnification or advance for the payment of any amount regarding such Claim other than expenses of the action relating to such Claim.

Notwithstanding the foregoing provisions of this Section 13.1, an Indemnified Person shall not be required to take any action and no Indemnity Provider shall be permitted to respond

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to any Claim in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including, without limitation, all reasonable legal, accounting and investigatory fees and disbursements, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of any Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (C) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person), (D) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnified Person and reasonably satisfactory to the Indemnity Provider stating that a reasonable basis exists to contest such Claim, (E) such claim is covered by insurance and (F) no Event of Default shall have occurred and be continuing. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 13.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider’s expense, an opinion of independent counsel selected by the Indemnified Person and reasonably acceptable to the Indemnity Provider stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such contest.

13.2 General Tax Indemnity.

(a) Indemnity.

(i) Any and all payments by the Indemnity Provider to or for the account of any Indemnified Person hereunder or under any other Operative Agreement shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Indemnified Person, taxes imposed on its income, capital gains, net worth, capital or equity and franchise taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Person (or its Applicable Funding Office or any other office) is organized or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Non-Excluded Taxes”). If the Indemnity Provider shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable under this Agreement or any other Operative Agreement to any Indemnified Person, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 13.2) such Indemnified Person receives an amount equal to the sum it would have received had no such

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deductions been made, (ii) the Indemnity Provider shall make such deductions, (iii) the Indemnity Provider shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) the Indemnity Provider shall furnish to the Agent, at its address referred to on Schedule 14.3, the original or a certified copy of a receipt evidencing payment thereof.

(ii) In addition, the Indemnity Provider agrees to pay or cause to be paid any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Operative Agreement or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Operative Agreement (hereinafter referred to as “Other Taxes”), and the Indemnity Provider shall pay and assume liability for, and does hereby agree to indemnify, protect and defend each Property and all Indemnified Persons, and hold them harmless against, all Impositions.

(iii) If the Indemnity Provider shall be required to deduct or pay any Non-Excluded Taxes, Other Taxes or Impositions from or in respect of any sum payable under any Operative Agreement to any Indemnified Person, the Indemnity Provider shall also pay to such Indemnified Person such additional amount that such Indemnified Person specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that such Indemnified Person would have received if such Non-Excluded Taxes, Other Taxes or Impositions had not been imposed. In addition, if as a result of the payment or reimbursement by the Indemnity Provider of any Imposition, Non-Excluded Taxes, Other Taxes or other reasonable expenses of the Lessor or the payment of any Transaction Expenses incurred in connection with the transactions contemplated by the Operative Agreements, any Indemnified Person shall suffer a net increase in any federal, state or local income tax liability, the Indemnity Provider shall indemnify such Indemnified Persons (without duplication of any indemnification required by subsection (i) or (ii)) on an after tax basis for the amount of such increase. The calculation of any such net increase shall take into account any current or future tax savings (including tax deductions, net operating loss carry-forward or tax credits) realized or reasonably expected to be realized by such Indemnified Person in respect thereof, as well as any interest, penalties and additions to tax payable by such Indemnified Person, in respect thereof.

(iv) The Indemnity Provider agrees to indemnify each Indemnified Person for (A) the full amount of Non-Excluded Taxes, Other Taxes and Impositions (including, without limitation, any Non-Excluded Taxes, Other Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 13.2) paid by such Indemnified Person, (B) any amounts payable under Section 13.2(a)(iii), and, (C) any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto, in each case whether or not

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such Non-Excluded Taxes, Other Taxes or Impositions were correctly or legally imposed or asserted by the relevant Governmental Authority.

(b) Withholding Taxes.

(i) Each Financing Party organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Financing Party listed on the signature pages hereof and on or prior to the date on which it becomes a Financing Party in the case of each other Financing Party, and from time to time thereafter if requested in writing by the Lessee or the Agent (but only so long as such Financing Party remains lawfully able to do so), shall provide the Lessee and the Agent with (x) Internal Revenue Service Form W-8BEN or W-8ECI as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Financing Party is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, and (y) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that such Lender is entitled to an exemption from or a reduced rate of tax on payments pursuant to this Agreement or any of the other Operative Agreements.

(ii) For any period with respect to which a Financing Party has failed to provide the Lessee and the Agent with the appropriate form pursuant to Section 13.2(b)(i) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under Section 13.2 with respect to Non-Excluded Taxes to the extent that the provision of such form would have prevented the impositon of any such Non-Excluded Taxes; provided, however, that should a Financing Party, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Non-Excluded Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Financing Party (at such Financing Party’s expense) shall reasonably request to assist such Financing Party to recover such Non-Excluded Taxes.

(iii) If the Lessee is required to pay additional amounts to or for the account of any Financing Party pursuant to this Section 13.2, then such Financing Party will agree to use reasonable efforts to change the jurisdiction of its Applicable Funding Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Financing Party, is not otherwise disadvantageous to such Financing Party.

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(iv) Within thirty (30) days after the date of any payment of Non-Excluded Taxes, the Lessee shall furnish to the Agent the original or a certified copy of a receipt evidencing such payment.

(c) Payment.

(i) Subject to the terms of Section 13.2(d), the Indemnity Provider shall pay or cause to be paid all Impositions directly to the taxing authorities where feasible and otherwise to the Indemnified Person, as appropriate, and the Indemnity Provider shall at its own expense, upon such Indemnified Person’s reasonable request, furnish to such Indemnified Person copies of official receipts or other satisfactory proof evidencing such payment. In the case of Impositions for which no contest is conducted pursuant to Section 13.2(d) and which the Indemnity Provider pays directly to the taxing authorities, the Indemnity Provider shall pay such Impositions prior to the latest time permitted by the relevant taxing authority for timely payment. In the case of Impositions for which the Indemnity Provider reimburses an Indemnified Person, the Indemnity Provider shall do so within thirty (30) days after receipt by the Indemnity Provider of demand by such Indemnified Person describing in reasonable detail the nature of the Imposition and the basis for the demand (including the computation of the amount payable). In the case of Impositions for which a contest is conducted pursuant to Section 13.2(d), the Indemnity Provider shall pay such Impositions or reimburse such Indemnified Person for such Impositions, prior to the latest time permitted by the relevant taxing authority for timely payment after conclusion of all contests under Section 13.2(d).

(ii) Impositions imposed with respect to a Property for a billing period during which the Lease expires or terminates with respect to such Property (unless the Lessee has exercised the Purchase Option with respect to such Property or the Lessee has otherwise purchased such Property) shall be adjusted and prorated on a daily basis between the Indemnity Provider and the Indemnified Persons, whether or not such Imposition is imposed before or after such expiration or termination and each party shall pay its pro rata share thereof.

(iii) At the Indemnity Provider’s request, the amount of any indemnification payment by the Indemnity Provider shall be verified and certified by an independent public accounting firm mutually acceptable to the Indemnity Provider and the Indemnified Person. The fees and expenses of such independent public accounting firm shall be paid by the Indemnity Provider unless such verification shall result in an adjustment in the Indemnity Provider’s favor of 15% or more of the payment as computed by the Indemnified Person, in which case such fee shall be paid by the Indemnified Person.

(iv) The Indemnified Persons shall use good faith efforts to take lawful deductions in their respective tax returns so as to reduce the Impositions required to be reimbursed by the Indemnity Provider hereunder; provided, however, that the failure of any Indemnified Person to take any deduction shall not impair in

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any way such Person’s right to indemnification from the Indemnity Provider for any Impositions.

(d) Filing. The Indemnity Provider shall be responsible for preparing and filing any real and personal property or ad valorem tax returns with respect to each Property. In case any other report or tax return shall be required to be made with respect to any obligations of the Indemnity Provider and of which the Indemnity Provider has knowledge or should have knowledge, the Indemnity Provider, at its sole cost and expense, shall notify the relevant Indemnified Person of such requirement and (except if such Indemnified Person notifies the Indemnity Provider that such Indemnified Person intends to file such report or return) (A) to the extent required or permitted by and consistent with Legal Requirements, make and file in Indemnity Provider’s name such return, statement or report; and (B) in the case of any other such return, statement or report required to be made in the name of such Indemnified Person, advise such Indemnified Person of such fact and prepare such return, statement or report for filing by such Indemnified Person or, where such return, statement or report shall be required to reflect items in addition to any obligations of the Indemnity Provider, provide such Indemnified Person at the Indemnity Provider’s expense with information sufficient to permit such return, statement or report to be properly made with respect to any obligations of the Indemnity Provider. Such Indemnified Person shall, upon the Indemnity Provider’s request and at the Indemnity Provider’s expense, provide any data maintained by such Indemnified Person (and not otherwise available to or within the control of the Indemnity Provider) with respect to any Property which the Indemnity Provider may reasonably require to prepare any required tax returns or reports.

(e) Contest.

(i) If a written Claim is made against any Indemnified Person, or if any proceeding shall be commenced against such Indemnified Person (including a written notice of such proceeding), for any Impositions, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim or proceeding without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that, in the case of any such Claim or proceeding, if action shall be required by law or regulation to be taken prior to the end of such 30-day period, such Indemnified Person shall, in such notice to the Indemnity Provider, inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim or proceeding without the consent of the Indemnity Provider before seven (7) days before the end of such shorter period; provided, further, that the failure of such Indemnified Person to give the notices referred to this sentence shall not diminish the Indemnity Provider’s obligation hereunder except to the extent such failure precludes the Indemnity Provider from contesting such Claim.

(ii) If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified

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Person to commence such contest), the Indemnity Provider shall request in writing that such Indemnified Person contest such Imposition, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such contest (including, without limitation, by pursuit of appeals) relating to the validity, applicability or amount of such Imposition (provided, however, that (A) if such contest can be pursued independently from any other proceeding involving a tax liability of such Indemnified Person, the Indemnified Person, at the Indemnity Provider’s request, shall allow the Indemnity Provider to conduct and control such contest and (B) in the case of any contest, the Indemnified Person may request the Indemnity Provider to conduct and control such contest (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict)) by, in the sole discretion of the Person conducting and controlling such contest, (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other action as is reasonably requested by the Indemnity Provider from time to time.

(iii) The party controlling any contest shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of such contest; provided, that all decisions ultimately shall be made in the sole discretion of the controlling party, except that the Indemnity Provider may not agree to any dismissal or settlement of, or other agreement in connection with, any claim without the prior written consent of such Indemnified Person, if such dismissal, settlement or agreement would require any admission or acknowledgment of any culpability or wrongdoing by such Indemnified Person or provide for any nonmonetary relief to be performed by such Indemnified Person. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the contest of any Imposition and may settle such contest if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Imposition (and any future Claim by any taxing authority, the contest of which is precluded by reason of such resolution of such contest) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 13.2 by way of indemnification or advance for the payment of any amount regarding such Imposition other than expenses of such contest.

(iv) Notwithstanding the foregoing provisions of this Section 13.2, an Indemnified Person shall not be required to take any action and no Indemnity Provider shall be permitted to contest any Imposition in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person

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actually incurs in connection with contesting such Imposition, including, without limitation, all reasonable legal, accounting and investigatory fees and disbursements, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of any Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (C) if such contest shall involve the payment of the Imposition prior to or during the contest, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the Imposition that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person), (D) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent tax counsel selected by the Indemnified Person and reasonably satisfactory to the Indemnity Provider stating that a reasonable basis exists to contest such Claim, and (E) no Event of Default shall have occurred and be continuing. In addition, an Indemnified Person shall not be required to contest any claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 13.2, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider’s expense, an opinion of independent tax counsel selected by the Indemnified Person and reasonably acceptable to the Indemnity Provider stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Indemnified Person will prevail in such contest.

(f) Survival. Without prejudice to the survival of any other agreement of the Lessee hereunder, the agreements and obligations of the Lessee contained in this Section 13.2 shall survive the termination of the Commitments and Lessor Commitment and the payment in full of the Notes and Fundings.

13.3 Environmental Indemnity; Funding/Contribution Indemnity.

(a) Environmental Indemnity. Without limiting the generality of the foregoing, whether or not the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless each Indemnified Person on an After Tax Basis from and against any Claims which may be imposed on, incurred by or asserted against an Indemnified Person by any other Person (but not to the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person) in any way relating to or arising, or alleged (by any Person asserting such a Claim against an Indemnified Person) to arise, out of any Environmental Claim, any violation of Environmental Laws, or any other loss of or damage to any Property or the environment (including without limitation the presence on any Property of wetlands, tidelands or swamp or overflow lands, or any condition arising from or affecting any Property or arising from or affecting any lands nearby or adjacent to any Property that has or threatens to have any adverse effect upon

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human health or the environment at such Property or upon the use or value of such Property), in each case relating to any Property, the Lease or the Indemnity Provider.

(b) Contribution Indemnity. Without limiting the generality of the provisions of Section 13.5, the Lessee agrees to indemnify each Financing Party and to hold each Financing Party harmless from any loss or expense which such Financing Party may sustain or incur as a consequence of (a) default by the Lessee in payment when due of a principal amount or interest on any Eurodollar Loan or Eurodollar Funding, (b) default by the Lessee in making a borrowing of, conversion into or continuation of Eurodollar Loans or Eurodollar Fundings, (c) default by the Lessee in making any prepayment after the Lessee has given a notice thereof in accordance with the provisions of the Operative Agreements or (d) the making by the Lessee of a prepayment of Eurodollar Loans or Eurodollar Lessor Fundings on a day which is not the last day of an Interest Period with respect thereto for any reason whatsoever, including, without limitation, in each case, any such loss or expense arising form the reemployment of funds obtained by it or from fees payable to terminate the deposits from which such funds were obtained. This covenant shall survive the termination of the Operative Agreements and the payment of the Notes, the Lessor Fundings and all other amounts payable hereunder or under any other Operative Agreement.

13.4 Change in Circumstances.

(a) Increased Cost. If, after the date hereof, the adoption of any applicable law, rule, or regulation, or any change in any applicable law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Financing Party (or its Applicable Funding Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency:

(i) shall subject such Financing Party (or its Applicable Funding Office) to any tax, duty or other charge with respect to any Eurodollar Fundings, its Notes, or its obligation to make Eurodollar Fundings, or change the basis of taxation of any amounts payable to such Financing Party (or its Applicable Funding Office) under this Agreement or its Notes in respect of any Eurodollar Loans (other than taxes imposed on the overall net income of such Financing Party by the jurisdiction in which such Financing Party has its principal office or such Applicable Funding Office);

(ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Financing Party (or its Applicable Funding Office), including the Commitment of such Financing Party hereunder; or

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(iii) shall impose on such Financing Party (or its Applicable Funding Office) or on the London interbank market any other condition affecting this Agreement, its Notes, any other Operative Agreement or any of such extensions of credit or liabilities and commitments;

and the result of any of the foregoing is to increase the cost to such Financing Party (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Loans or to reduce any sum received or receivable by such Financing Party (or its Applicable Funding Office) under this Agreement or its Notes with respect to any Eurodollar Fundings, then the Lessee shall pay to such Financing Party on demand such amount or amounts as will compensate such Financing Party for such increased cost or reduction. If any Financing Party requests compensation by the Lessee under this Section 13.4(a), the Lessee may, by notice to such Financing Party (with a copy to the Agent), suspend the obligation of such Financing Party to make or continue loans of the Type with respect to which such compensation is requested, or to convert Fundings of any other Type into Fundings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 13.4(f) shall be applicable); provided that such suspension shall not affect the right of such Financing Party to receive the compensation so requested.

(b) Reduced Return. If, after the date hereof, any Financing Party shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Financing Party or any corporation controlling such Financing Party as a consequence of such Financing Party’s obligations hereunder to a level below that which such Financing Party or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand by such Financing Party the Lessee shall pay to such Financing Party such additional amount or amounts as will compensate such Financing Party for such reduction.

(c) Notice; Designation of Applicable Funding Office. Each Financing Party shall promptly notify the Lessee and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Financing Party to compensation pursuant to this Section 13.4 and will designate a different Applicable Funding Office if such designation will avoid the need for, or materially reduce the amount of, such compensation and will not, in the judgment of such Financing Party, be otherwise disadvantageous to it. Any Financing Party claiming compensation under this Section 13.4 shall furnish to the Lessee and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Financing Party may use any reasonable averaging and attribution methods.

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(d) Limitation on Types of Fundings. If on or prior to the first day of any Interest Period for any Eurodollar Funding:

(i) the Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period; or

(ii) the Majority Financing Parties determine (which determination shall be conclusive) and notify the Agent that the Eurodollar Rate will not adequately and fairly reflect the cost to the Financing Parties of funding Eurodollar Fundings for such Interest Period;

then the Agent shall give the Lessee prompt notice thereof specifying the relevant Type of Fundings and the relevant amounts or periods, and so long as such condition remains in effect, the Financing Parties shall be under no obligation to make additional Loans of such Type, continue Fundings of such Type, or to convert Loans of any other Type into Fundings of such Type and the Lessee shall, on the last day(s) of the then current Interest Period(s) for the outstanding Fundings of the affected Type, either prepay such Fundings, or convert such Fundings into another Type of Funding in accordance with the terms of this Agreement.

(e) Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Financing Party or its Applicable Funding Office to make, maintain, or fund Eurodollar Fundings hereunder, then such Financing Party shall promptly notify the Lessee thereof and such Financing Party’s obligation to make or continue Eurodollar Loans and to convert other Types of Fundings into Eurodollar Fundings shall be suspended until such time as such Financing Party may again make, maintain, and fund Eurodollar Fundings (in which case the provisions of Section 13.4(f) shall be applicable).

(f) Treatment of Affected Fundings. If the obligation of any Financing Party to make a Eurodollar Funding or to continue, or to convert Funding of any other Type into, Funding of a particular Type shall be suspended pursuant to Section 13.4(a), (b), (d) or (e) (Fundings of such Type being herein called “Affected Fundings” and such Type being herein called the “Affected Type”), such Financing Party’s Affected Fundings shall be automatically converted into Base Rate Fundings on the last day(s) of the then current Interest Period(s) for Affected Fundings (or, in the case of a conversion required by Section 13.4(e), on such earlier date as such Financing Party may specify to the Lessee with a copy to the Agent) and, unless and until such Financing Party gives notice as provided below that the circumstances specified in Section 13.4(a), (b) (d) or (e) that gave rise to such conversion no longer exist:

(i) to the extent that such Financing Party’s Affected Fundings have been so converted, all payments and prepayments of principal that would otherwise be applied to such Financing Party’s Affected Fundings shall be applied instead to its Base Rate Fundings; and

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(ii) all Fundings that would otherwise be made or continued by such Financing Party as Fundings of the Affected Type shall be made or continued instead as Base Rate Fundings, and all Fundings of such Financing Party that would otherwise be converted into Fundings of the Affected Type shall be converted instead into (or shall remain as) Base Rate Fundings.

If such Financing Party gives notice to the Lessee (with a copy to the Agent) that the circumstances specified in Section 13.4(a), (b) or (e) that gave rise to the conversion of such Financing Party’s Affected Fundings pursuant to this Section 13.4(f) no longer exist (which such Financing Party agrees to do promptly upon such circumstances ceasing to exist) at a time when Fundings of the Affected Type made by other Financing Parties are outstanding, such Financing Party’s Base Rate Fundings shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Fundings of the Affected Type, to the extent necessary so that, after giving effect thereto, all Fundings held by the Financing Parties holding Fundings of the Affected Type and by such Financing Party are held pro rata (as to principal amounts, Types, and Interest Periods) in accordance with their respective Commitments.

13.5 Compensation. Upon the request of any Financing Party, the Lessee shall pay to such Financing Party such amount or amounts as shall be sufficient (in the reasonable opinion of such Financing Party) to compensate it for any loss, cost, or expense (including loss of anticipated profits) incurred by it as a result of:

(a) any payment, prepayment, or conversion of a Eurodollar Funding for any reason (including, without limitation, the acceleration of the Fundings pursuant to Section 6 of the Credit Agreement) on a date other than the last day of the Interest Period for such Funding; or

(b) any failure by the Lessee for any reason (including, without limitation, the failure of any condition precedent specified in Section 4 hereof or Section 5 of the Participation Agreement to be satisfied) to borrow, convert, continue, or prepay a Eurodollar Funding on the date for such borrowing, conversion, continuation, or prepayment specified in the relevant notice of borrowing, prepayment, continuation, or conversion under this Agreement.

SECTION 14. MISCELLANEOUS.

14.1 Survival of Agreements. The representations, warranties, covenants, indemnities and agreements of the parties provided for in the Operative Agreements, and the parties’ obligations under any and all thereof, shall survive the execution and delivery of this Agreement, the transfer of any Property to the Lessor, the acquisition of any Equipment, the construction of any Improvements, any disposition of any interest of the Lessor in any Property, the payment of the Notes and any disposition thereof, and shall be and continue in effect notwithstanding any investigation made by any party and the fact that any party may waive compliance with any of the other terms, provisions or conditions of any of the Operative Agreements. Except as otherwise expressly set forth herein or in other Operative Agreements, the indemnities of the parties provided for in the Operative Agreements shall survive the expiration or termination of

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any thereof. In furtherance and not in limitation of the foregoing and notwithstanding the occurrence of the Restatement Effective Date or the completion of the Fundings under this Agreement pursuant to Section 5.3 or 5.5, each condition precedent in connection with the Restatement Effective Date or the Fundings which is not fully satisfied may be subsequently required by the Agent to be satisfied (unless such has been expressly waived in writing by the Agent).

14.2 No Broker, etc. Each of the parties hereto represents to the others that it has not retained or employed any broker, finder or financial adviser to act on its behalf in connection with this Agreement, nor has it authorized any broker, finder or financial adviser retained or employed by any other Person so to act. Any party who is in breach of this representation shall indemnify and hold the other parties harmless from and against any liability arising out of such breach of this representation.

14.3 Transmission and Effectiveness of Communications and Signatures.

(a) Modes of Delivery. Except as otherwise provided in any Operative Agreement, notices, requests, demands, directions, agreements and documents delivered in connection with the Operative Agreements (collectively, “communications”) shall be transmitted by Requisite Notice to the number and address set forth on Schedule 14.3 may be delivered by the following modes of delivery, and shall be effective as follows:

Mode of Delivery	Effective on earlier of actual receipt and:
Courier	Scheduled delivery date
Facsimile	When transmission in legible form complete
Mail	Fourth Business Day after deposit in U.S. mail first class postage pre-paid
Personal delivery	When received
Telephone	When conversation completed
Electronic Mail	When received

provided, however, that communications delivered to Agent pursuant to Sections 1, or 5 of this Agreement, Sections 2.1, 2.2, 2.3, 2.6, 2.8, 2.9 or 2.10 of the Credit Agreement must be in writing and shall not be effective until actually received by Agent.

(b) Reliance by Administrative Agent and Financing Parties. Administrative Agent, Lessor and Financing Parties shall be entitled to rely and act on any communications purportedly given by or on behalf of any Lessee/Borrower Party even if (i) such communications (A) were not made in a manner specified herein, (B) were incomplete or (C) were not preceded or followed by any other notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any subsequent related communications provided for herein. Lessee shall indemnify Administrative Agent, the Lessor and the Financing Parties from any loss, cost, expense or liability as a result of relying on any communications permitted herein so long as such Administrative Agent, Lessor and Financing Parties have acted in good faith.

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(c) Effectiveness of Facsimile Documents and Signatures. Operative Agreements may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as hardcopies with manual signatures and shall be binding on all Lessee/Lessee Parties and Administrative Agent and the Financing Parties. Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed hardcopy thereof; provided, however, that the failure to request or deliver any such manually-signed hardcopy shall not affect the effectiveness of any facsimile document or signature.

(d) Effectiveness of Electronic Mail. Electronic mail and internet and intranet websites may be used to distribute routine communications, such as financial statements and other information and to distribute agreements and other documents to be signed by Financing Parties; provided, however, that no Requisition or executed or legally-binding notice, agreement, waiver, amendment or other communication may be sent by electronic mail.

(e) New Addresses. From time to time any party may designate a new address, attention party, telephone number, telefacsimile number or e-mail address for purposes of notice hereunder by notice to the Agent, with copies to each of the other parties hereto.

14.4 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

14.5 Terminations, Amendments, Waiver, Etc.; Unanimous Vote Matters. Each Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the Majority Financing Parties and each Credit Party (to the extent such Credit Party is a party to such Basic Document); provided, to the extent no Default or Event of Default shall have occurred and be continuing, the Majority Financing Parties shall not amend, supplement, waive or modify any provision of any Basic Document in such a manner as to adversely affect the rights of the Lessee without the prior written consent (not to be unreasonably withheld or delayed) of the Lessee; provided that it is understood and agreed that the Lessor and the Agent may terminate the Lease with respect to, and release, any Property or Excess Land purchased by the Lessee pursuant to Section 20.1(a) or (c) of the Lease without the consent of any other Financing Party. Each Operative Agreement which is not a Basic Document may be terminated, amended, supplemented, waived or modified only by an instrument in writing signed by the parties thereto and (without the consent of any other Financing Party) the Agent. In addition, the Unanimous Vote Matters shall require the consent of each Financing Party affected by such matter.

Notwithstanding the foregoing, no such termination, amendment, supplement, waiver or modification shall, without the consent of the Agent and, to the extent affected thereby, each Financing Party (collectively, the “Unanimous Vote Matters”) (i) reduce the amount of any Note or Lessor Funding, extend the scheduled date of maturity of any Note, extend the scheduled Expiration Date, extend any payment date of any Note or Lessor Funding, reduce the stated rate

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of interest payable on any Note or reduce the stated Yield payable on the Lessor Fundings (other than as a result of waiving the applicability of any post-default increase in interest rates or Yield), increase the amount of any Person’s Commitment or Lessor Commitment, modify the priority of any Lien in favor of the Agent under any Security Document, subordinate any obligation owed to such Financing Party, or (ii) terminate, amend, supplement, waive or modify any provision of this Section 14.5 or reduce the percentage specified in the definition of Majority Financing Parties, or consent to the assignment or transfer by the Lessor of any of its rights and obligations under any Basic Document or release a material portion of the Collateral (except in accordance with Section 8.3 of the Credit Agreement) or release the Lessor, the Lessee or any Alternative Lessee from its obligations under any Operative Agreement or otherwise alter any payment obligations of the Lessor, the Lessee or any Alternative Lessee to the Lessor or any Financing Party under the Operative Agreements, or (iii) terminate, amend, supplement, waive or modify any provision of Section 7 of the Credit Agreement. Any such termination, amendment, supplement, waiver or modification shall apply equally to each of the Financing Parties and shall be binding upon all the parties to this Agreement. In the case of any waiver, each party to this Agreement shall be restored to its former position and rights under the Operative Agreements, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

If at a time when the conditions precedent set forth in the Operative Agreements to any Loan are, in the opinion of the Majority Financing Parties, satisfied, and Lender shall fail to fulfill its obligations to make such Loan (any such Lender, a “Defaulting Lender”) then, for so long as such failure shall continue, the Defaulting Lender shall (unless the Lessee and the Majority Financing Parties, determined as if the Defaulting Lender were not a “Lender”, shall otherwise consent in writing) be deemed for all purposes relating to terminations, amendments, supplements, waivers or modifications under the Operative Agreements to have no Loans, shall not be treated as a “Lender” when performing the computation of Majority Financing Parties, and shall have no rights under Section 14.5, provided that any action taken pursuant to the second paragraph of this Section 14.5 shall not be effective against any Defaulting Lender unless such Defaulting Lender has consented thereto.

14.6 Headings, etc. The Table of Contents and headings of the various Articles and Sections of this Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

14.7 Parties in Interest. Except as expressly provided herein, none of the provisions of this Agreement are intended for the benefit of any Person except the parties hereto; provided, that the Lenders are intended to be third-party beneficiaries of this Agreement.

14.8 GOVERNING LAW; WAIVERS OF JURY TRIAL.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.

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(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

14.9 Submission to Jurisdiction; Waivers. Each of the parties hereto irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Operative Agreements to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of Florida and the courts of the United States of America, for the Middle District of Florida, Tampa Division, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same,

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail) postage prepaid, to the respective party at its address set forth in Section 14.3 hereof or at such other address of which the Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 14.9 any special, exemplary, punitive or consequential damages.

14.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render such provision unenforceable in any other jurisdiction.

14.11 Liability Limited.

(a) Anything to the contrary contained in this Agreement, the Credit Agreement, the Notes or in any other Operative Agreement notwithstanding, neither the Lessor nor any officer, director, shareholder, or partner thereof, nor any of the successors or assigns of the foregoing (all such Persons being hereinafter referred to collectively as the “Exculpated Persons”), shall be personally liable in any respect for any liability or

47

obligation hereunder or under any other Operative Agreement including the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in the Credit Agreement, the Notes, this Agreement, the Security Agreement or any of the other Operative Agreements. The Agent (for itself and on behalf of the Lenders) agrees that, in the event the Agent or any Lender pursues any remedies available to them under the Credit Agreement, the Notes, this Agreement, the Security Agreement, the Mortgage Instruments or under any other Operative Agreement, neither the Lenders nor the Agent shall have any recourse against any Exculpated Person, for any deficiency, loss or Claim for monetary damages or otherwise resulting therefrom, and recourse shall be had solely and exclusively against the Collateral and the Lessee (with respect to the Lessee’s obligations under the Lease and the Participation Agreement); but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Collateral in respect of any and all liabilities, obligations and undertakings contained herein, in the Credit Agreement, in the Notes, in the Security Agreement, the Mortgage Instruments or in any other Operative Agreement. Notwithstanding the provisions of this Section, nothing in this Agreement, the Credit Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall: (i) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Credit Agreement or secured by the Security Agreement, the Mortgage Instruments or any other Operative Agreement, but the same shall continue until paid or discharged; (ii) relieve the Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the damages arising by reason of): (a) active waste knowingly committed by such Lessor or such Exculpated Person with respect to the Properties or (b) any fraud, gross negligence, willful misconduct or willful breach on the part of such Lessor or such Exculpated Person; (iii) relieve such Lessor or such Exculpated Person from liability and responsibility for (but only to the extent of the moneys misappropriated, misapplied or not turned over) (a) misappropriation or misapplication by such Lessor (i.e., application in a manner contrary to any Operative Agreement) of any insurance proceeds or condemnation award paid or delivered to such Lessor by any Person other than the Agent, or (b) any rents or other income received by such Lessor from the Lessee that are not turned over to the Agent; or (iv) affect or in any way limit the Agent’s rights and remedies under any Operative Agreement with respect to the Rents and its rights thereunder or its right to obtain a judgment against the Lessor’s interest in the Properties.

14.12 Rights of Lessee. Notwithstanding any provision of the Operative Agreements, if at any time all obligations (i) of the Lessor under the Credit Agreement, the Security Documents and the other Operative Agreements and (ii) of the Lessee under the Operative Agreements have in each case been satisfied or discharged in full, then the Lessee shall be entitled to (a) terminate the Lease and (b) receive all amounts then held under the Operative Agreements and all proceeds with respect to any of the Properties. Upon the termination of the Lease pursuant to the foregoing clause (a), the Lessor shall transfer to the Lessee all of its right, title and interest free and clear of the Lien of the Lease and all Lessor Liens in and to any Properties then subject to the Lease and any amounts or proceeds referred to in the foregoing clause (b) shall be paid over to the Lessee.

48

14.13 Further Assurances. The parties hereto shall promptly cause to be taken, executed, acknowledged or delivered, at the sole expense of the Lessee, all such further acts, conveyances, documents and assurances as the other parties may from time to time reasonably request in order to carry out and effectuate the intent and purposes of this Participation Agreement, the other Operative Agreements and the transactions contemplated hereby and thereby (including, without limitation, the preparation, execution and filing of any and all Uniform Commercial Code financing statements and other filings or registrations which the parties hereto may from time to time request to be filed or effected). The Lessee, at its own expense and without need of any prior request from any other party, shall take such action as may be necessary (including any action specified in the preceding sentence), or (if Lessor shall so request) as so requested, in order to maintain and protect all security interests provided for hereunder or under any other Operative Agreement. The Lessor and the Lessee each agrees to deliver to the Agent (at the Lessee’s expense), promptly upon the request of the Agent, the Lessor or the Majority Financing Parties, any document that was required to be delivered with respect to any Property pursuant to the terms of the Existing Participation Agreement or any other “Operative Agreement” (as defined in the Existing Participation Agreement), including without limitation any document required by Section 5.6 of the Existing Participation Agreement.

14.14 Calculations under Operative Agreements. The parties hereto agree that all calculations and numerical determinations to be made under the Operative Agreements by the Lessor shall be made by the Agent and that such calculations and determinations shall be conclusive and binding on the parties hereto in the absence of manifest error.

14.15 Confidentiality. Each of the Lessor, the Agent and the Financing Parties severally agrees to use reasonable efforts to keep confidential all non-public information pertaining to the Lessee or its Subsidiaries which is provided to it by the Lessee or its Subsidiaries, and shall not intentionally disclose such information to any Person except:

(a) to the extent such information is public when received by such Person or becomes public thereafter due to the act or omission of any party other than such Person;

(b) to the extent such information is independently obtained from a source other than the Lessee or any of its Subsidiaries and such information from such source is not, to such Person’s knowledge, subject to an obligation of confidentiality or, if such information is subject to an obligation of confidentiality, that disclosure of such information is permitted;

(c) to any Affiliate of any such Person or to counsel, auditors or accountants retained by any such Person or any such Affiliate, provided they agree to keep such information confidential as if such Person or Affiliate were party to this Agreement and to financial institution regulators, including examiners of any Financing Party, the Agent or the Lessor or any Affiliate in the course of examinations of such Persons;

(d) in connection with any litigation or the enforcement or preservation of the rights of the Agent, the Lessor or any Financing Party under the Operative Agreements;

49

(e) to the extent required by any applicable statute, rule or regulation or court order (including, without limitation, by way of subpoena) or pursuant to the request of any regulatory or Governmental Authority having jurisdiction over any such Person; provided, however, that such Person shall endeavor (if not otherwise prohibited by Law) to notify the Lessee prior to any disclosure made pursuant to this clause (e), except that no such Person shall be subject to any liability whatsoever for any failure to so notify the Lessee;

(f) to the Agent or any Financing Party; or

(g) to the extent disclosure to any other financial institution or other Person is appropriate in connection with any proposed or actual (i) assignment or grant of a participation by any of the Lenders of interests in the Credit Agreement or any Note to such other financial institution or (ii) assignment by the Lessor of interests in the Properties and the Operative Agreements to another Person.

Notwithstanding anything herein to the contrary, each party to the Transaction (and each Affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the identities of participants or potential participants in the transaction, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the transaction) or (v) any other term or detail not relevant to the tax treatment or the tax structure of the Transaction.

14.16 Calculation of Rent, Interest, Yield and Fees. Except as otherwise expressly set forth in the Operative Agreements, all calculation of Rent, interest, Yield, Commitment Fees, Lessor Commitment Fees or Overdue Rate, payable hereunder shall be computed based on the actual number of days elapsed over a year of 360 days.

14.17 Syndication Agent and Documentation Agent. None of the Lenders identified on the facing page or any other page of this Agreement or any other Operative Agreement as a “syndication agent” or “documentation agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement or any other Operative Document other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Financing Parties so identified as “syndication agent” or “documentation agent” shall have or be deemed to have any fiduciary relationship with any Financing Party. Each Financing Party acknowledges that it has not relied, and will not rely, on any of the Financing Parties so identified in deciding to enter into this Agreement or any other Operative Agreement or in taking or not taking action hereunder or thereunder.

50

14.18 Consequential/Exemplary Damages. None of the Financing Parties or the Administrative Agent shall have any liability for indirect, consequential or exemplary damages relating to this Agreement or any other Operative Agreement or arising out of its activities in connection herewith or therewith (whether before or after the Restatement Effective Date).

[Signatures on following pages.]

51

IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

TECH DATA CORPORATION,
as Lessee
By:	/s/ Charles V. Dannewitz
Name: Charles V. Dannewitz
Title: Senior Vice President and Treasurer
SUNTRUST EQUITY FUNDING, LLC,
as Lessor
By:	/s/ David H. Eidson
Name: David H. Eidson
Title: Senior Vice President and Manager

SIGNATURE PAGE 1

SUNTRUST BANK,
as Agent
By:	/s/ Brian K. Peters
Name:	Brian K. Peters
Title:	Managing Director
SCOTIABANC, INC.,
as a Lender
By:	/s/ William E. Zarrett
Name:	William E. Zarrett
Title:	Managing Director
REPUBLIC BANK,
as a Lender
By:	/s/ Brigitta Lawton
Name:	Brigitta Lawton
Title:	SVP
ABN AMRO BANK N.V., as a Lender
By:	N/A
Name:
Title:
By:	N/A
Name:
Title:

SIGNATURE PAGE 2

BNP PARIBAS, as a Lender
By:	/s/ Craig Pierce
Name:	Craig Pierce
Title:	Associate
By:	/s/ Angela Arnold
Name:	Angela Arnold
Title:	Vice President
CITICORP USA, INC., as a Lender
By:	/s/ Julio Ojea Quintana
Name:	Julio Ojea Quintana
Title:	Director
KEY CORPORATE CAPITAL, INC., as a Lender
By:	/s/ Vijaya Kulkarni
Name:	Vijaya Kulkarni
Title:	Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	Richard J. Popp
Name:	Richard J. Popp
Title:	Vice President

SIGNATURE PAGE 3

ACKNOWLEDGED AND AGREED TO:
TECH DATA PRODUCT MANAGEMENT, INC.,
as Alternative Lessee
By:	/s/ Charles V. Dannewitz
Name: Charles V. Dannewitz
Title: Senior Vice President and Treasurer
TD FACILITIES, LTD.,
as Alternative Lessee
By:	/s/ Charles V. Dannewitz
Name: Charles V. Dannewitz
Title: Senior Vice President and Treasurer

SIGNATURE PAGE 4

Appendix A

Rules of Usage and Definitions

I. Rules of Usage

The following rules of usage shall apply to this Participation Agreement and the Operative Agreements (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein:

(a) Except as otherwise expressly provided, any definitions set forth herein or in any other document shall be equally applicable to the singular and plural forms of the terms defined.

(b) Except as otherwise expressly provided, references in any document to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to such document.

(c) The headings, subheadings and table of contents used in any document are solely for convenience of reference and shall not constitute a part of any such document nor shall they affect the meaning, construction or effect of any provision thereof.

(d) References to any Person shall include such Person, its successors and permitted assigns and transferees.

(e) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, modified, extended, supplemented, restated or replaced from time to time in accordance with the applicable provisions thereof.

(f) Except as otherwise expressly provided, references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement therefor.

(g) When used in any document, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof.

(h) References to “including” means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned.

(i) Unless the context indicates otherwise, the disjunctive “or” shall include the conjunctive “and.”

Appendix A-1

(j) Each of the parties to the Operative Agreements and their counsel have reviewed and revised, or requested revisions to, the Operative Agreements, and the usual rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Operative Agreements and any amendments or exhibits thereto.

II. Definitions

“A Allocated Amount” means, with respect to any Property, the principal portion of the related Allocated Amount equal to the Lessor’s Pro Rata Share of the amount set forth in clause (a) of the definition of Maximum Residual Guarantee Amount for such Property.

“A Loan” means, with respect to any Property and any Lender, the principal portion of the related Loans equal to such Lender’s Pro Rata Share of the amount set forth in clause (a) of the definition of Maximum Residual Guarantee Amount for such Property.

“Acceleration” shall have the meaning given to such term in Section 6 of the Credit Agreement.

“Administrative Agent” or “Agent” shall mean collectively, (a) SunTrust Bank together with its Affiliates, as the administrative agent for the Lenders under this Agreement and the other Operative Agreements and any successor Administrative Agent who may be appointed pursuant to Section 7.9 of the Credit Agreement, (b) SunTrust Bank, together with its affiliates, as agent for itself and the Lenders under the Security Documents (other than the Pledge Agreement).

“Administrative Agent-Related Persons” shall mean Administrative Agent (including any successor agent), together with its Affiliates.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, 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. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“After Tax Basis” shall mean, with respect to any payment to be received, the amount of such payment increased so that, after deduction of the amount of all taxes required to be paid by the recipient calculated at the rate believed by such recipient to be the highest marginal rate then applicable to the recipient (less any tax savings realized as a result of the payment of the indemnified amount) with respect to the receipt by the recipient of such amounts, such increased payment (as so reduced) is equal to the payment otherwise required to be made.

“Agent” see definition of “Administrative Agent”.

Appendix A-2

“Allocated Amount” means the portion of the Lessor Amount that is funded by the sale of a participation in Lessor’s interests in the Transaction.

“Alternative Lessee” shall mean any Subsidiary of Tech Data that is an alternative Lessee of any Property pursuant to Section 2.5 of the Lease.

“Amended Tech Data Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as May 2, 2003, among Tech Data, Bank of America, as Agent, swing line and letter of credit issuing lender, and the lender parties thereto, as such agreement may be amended, modified or restated from time to time.

“Applicable Funding Office” means for each Financing Party and for each Type of Loan or Lessor Funding, the “Funding Office” of such Lender or Financing Party (or of an affiliate of such Financing Party) designated for such Type of Loan or Lessor Funding on the signature pages of the Participation Agreement or the respective Assignment and Acceptance, or such other office of such Financing Party (or an affiliate of such Financing Party) as such Financing Party may from time to time specify to the Agent and the Lessee by written notice in accordance with the terms of the Operative Agreements as the office by which its Loans or Lessor Fundings of such Type are to be made and maintained.

“Applicable Margin” shall mean the following rates per annum, based upon the Debt Rating:

Applicable Margin

(in basis points per annum)

Pricing Level	Debt Ratings S&P/Moody’s	Eurodollar Rate	Base Rate
1	BBB/Baa2 or higher	112.5	0
2	BBB-/Baa3	137.5	0
3	BB+/Ba1	175.0	50.0
4	BB/Ba2	225.0	75.0
5	BB-/Ba3 or lower	275.0	100.0

“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “Debt Ratings”) of Tech Data’s non-credit-enhanced, senior unsecured long-term debt; provided that if a Debt Rating is issued by each of the foregoing rating agencies, then the lower of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest).

Initially, the Applicable Margin shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 5.01(a)(vii) of the Amended Tech Data Credit Agreement. Thereafter, each change in the Applicable Margin resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by Tech Data to the Administrative Agent of notice thereof and ending on the date immediately preceding the effective date of the next such change

Appendix A-3

and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.

“Appraisal” shall have the meaning given such term in Section 5.3 of the Participation Agreement.

“Appraisal Procedure” shall have the meaning given such term in Section 22.4 of the Lease.

“Appurtenant Rights” shall mean (i) all agreements, easements, rights of way or use, rights of ingress or egress, privileges, appurtenances, tenements, hereditaments and other rights and benefits at any time belonging or pertaining to the Land underlying any Improvements, or the Improvements, including, without limitation, the use of any streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to the Land and (ii) all permits, licenses and rights, whether or not of record, appurtenant to such Land.

“Assignment and Acceptance” shall mean the Assignment and Acceptance in the form attached as Exhibit C to the Credit Agreement.

“Assignment and Acceptance Agreement” shall mean the Assignment and Acceptance Agreement, dated as of July 31, 2003, among the Existing Holders, the Existing Lenders, STEF, the Lenders, Tech Data and Bank of America, N.A.

“Assignment of Project Rights” shall mean the Assignment of Project Rights and Contract Documents dated as of the Restatement Effective Date, between the Lessor and the Agent, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof.

“Attorney Costs” shall mean and include all fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all 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 as of such date in accordance with GAAP;

(b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease; and

(c) in respect of any asset securitization transaction of any Person, (i) the actual amount of any unrecovered investment of purchasers or transferees of assets so transferred, plus (ii) in the case of any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation described in clause (a)(ii) of the definition of

Appendix A-4

“Off-Balance Sheet Liabilities,” the capitalized amount of such obligation that would appear on a balance sheet of such Person prepared on such date in accordance with GAAP if such sale or transfer or assets were accounted for as a secured loan.

“Audited Financial Statements” means the audited consolidated balance sheet of the Lessee and its Subsidiaries for the fiscal year ended January 31, 2003, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Lessee and its Subsidiaries, including the notes thereto.

“B Allocated Amount” means, with respect to any Property, the amount equal to the Allocated Amount minus the A Allocated Amount related to such Property.

“B Loan” means, with respect to any Property and any Lender, the amount equal to the principal of such Lender’s Loans related to such Property minus such Lender’s A Loans.

“Bankruptcy Code” shall mean Title 11 of the U.S. Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto;

“Base Rate” shall mean a fluctuating rate per annum equal to the sum of (i) the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Sun Trust Bank as its “prime rate” plus (ii) the Applicable Margin. The “prime rate” is a rate set by Sun Trust Bank based upon various factors including Sun Trust Bank’s costs and 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 the “prime rate” announced by SunTrust Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Funding” shall mean a Funding that bears interest (with respect to the Loans included therein) and Yield (with respect to the Lessor Fundings included therein) based on the Base Rate.

“Base Rate Lessor Funding” shall mean a Lessor Funding bearing a Yield based on the Base Rate.

“Base Rate Loans” shall mean Loans the rate of interest applicable to which is based upon the Base Rate.

“Basic Documents” shall mean, collectively, the Participation Agreement, the Lease, the Credit Agreement, the Guaranty Agreement and the Notes.

“Basic Rent” shall mean, the sum of (i) the Loan Basic Rent and (ii) the Lessor Basic Rent, calculated as of the applicable date on which Basic Rent is due.

“Basic Rent Commencement Date” shall have the meaning set forth in Section 3.1(a)(ii) of the Existing Lease.

Appendix A-5

“Basic Term” shall mean the period beginning on the Basic Term Commencement Date and ending on the Basic Term Expiration Date.

“Basic Term Commencement Date” or “Term Commencement Date” shall have the meaning specified in Section 2.2 of the Lease.

“Basic Term Expiration Date” shall have the meaning specified in Section 2.2 of the Lease.

“Bill of Sale” shall mean a Bill of Sale regarding Equipment in form and substance satisfactory to the Lessor and the Agent.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrowing Date” shall mean any Business Day specified in a notice delivered pursuant to Section 2.3 of the Credit Agreement as a date on which the Lessee requests the Lenders to make Loans hereunder.

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Florida or Atlanta, Georgia in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Casualty” shall mean any damage or destruction of all or any portion of a Property as a result of a fire or other casualty.

“Category” with respect to any Commitment or Loan shall mean a Commitment or Loan with respect to Series A Loans or Series B Loans, as the case may be.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986.

“Change of Control” means, with respect to any Person, an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of

Appendix A-6

such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

“Claims” shall mean any and all obligations, liabilities, losses, actions, suits, penalties, claims, demands, costs and expenses (including, without limitation, reasonable attorney’s fees and expenses) of any nature whatsoever (including without limitation claims brought against the Lessor by an Indemnified Person pursuant to Section 13.5).

“Closing Date” shall mean the Restatement Effective Date and each Property Closing Date.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto.

“Collateral” shall mean all assets of the Lessor or the Lessee, now owned or hereafter acquired, upon which a lien is purported to be created by the Security Documents.

“Collateral Agent” shall mean Bank of America, N.A., in its capacity as collateral agent under the Pledge Agreement, or any successor collateral agent.

“Commitment” shall mean, as to any Lender, the obligation of such Lender to make Series A Loans or Series B Loans, as the case may be, to the Lessor hereunder in an aggregate principal amount at any one time outstanding not to exceed the respective amounts for such Category set forth opposite such Lender’s name on Schedule 1.2 of the Credit Agreement, as such amounts may be reduced or increased from time to time in accordance with the provisions of this Agreement (including Section 14.5 of this Agreement), the Credit Agreement or the Lease.

“Commitment Percentage” shall mean, as to any Financing Party at any time, (i) the percentage which such Financing Party’s Commitment with respect to Loans or Lessor Fundings, as applicable, then constitutes of the aggregate Commitments of all Financing Parties or (ii) the percentage which the aggregate principal amount of such Financing Party’s Loans or

Appendix A-7

Lessor Advances, as applicable, then outstanding constitutes of the aggregate principal amount of all of the Loans or Lessor Advances, as applicable, then outstanding.

“Condemnation” shall mean any taking or sale of the use, access, occupancy, easement rights or title to any Property or any part thereof, wholly or partially (temporarily or permanently), by or on account of: (a) any actual or threatened eminent domain proceeding or other taking of action by any Person having the power of eminent domain, including any action by a Governmental Authority to change the grade of, or widen the streets adjacent to, any Property or alter the pedestrian or vehicular traffic flow to any Property so as to result in a change in access to such Property, or (b) an eviction by paramount title or any transfer made in lieu of any such proceeding or action.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

Credit Agreement” shall mean the Second Amended and Restated Credit Agreement, dated as of the Restatement Effective Date, among the Lessor, the Agent, and the Lenders, as specified therein, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof.

“Credit Agreement Default” shall mean any event or condition which, with the lapse of time or the giving of notice, or both, would constitute a Credit Agreement Event of Default.

“Credit Agreement Event of Default” shall mean any event or condition defined as an “Event of Default” in Section 6 of the Credit Agreement.

“Credit Documents” shall mean the Credit Agreement, the Notes, and the Security Documents.

“Credit Parties” shall mean, collectively, the Lessee, the Guarantors, and all Subsidiaries parties to the Pledge Agreement.

“Debt Rating” shall have the meaning set forth in the definition of the Applicable Margin.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deed” shall mean a warranty deed regarding Land or Improvements in form and substance satisfactory to the Lessor and the Agent.

Appendix A-8

“Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Deficiency Balance” shall have the meaning given to such term in Section 22.1(b) of the Lease.

“Direct Foreign Subsidiary” means a Subsidiary other than a Domestic Subsidiary a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interest having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly by Tech Data or a Domestic Subsidiary.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

“Domestic Subsidiary” shall mean any Subsidiary of Tech Data organized under the laws of the United States, any state or territory thereof or the District of Columbia.

“Election Notice” shall have the meaning given to such term in Section 20.1 of the Lease.

“Environmental Claim” shall mean any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or claim (whether administrative, judicial, or private in nature) arising (a) pursuant to, or in connection with, any actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Substance, (c) from or with respect to any abatement, removal, remedial, corrective, or other response action in connection with a Hazardous Material, Environmental Law, or other similar order of a Governmental Authority or (d) from or with respect to any actual or alleged damage, injury, threat, or harm to health, safety, natural resources, or the environment.

“Environmental Indemnity” means any indemnity pursuant to Section 13.3, or any indemnity with respect to an Environmental Claim.

“Environmental Law” shall mean any Law, permit, consent, approval, license, award, or other authorization or requirement of any Governmental Authority relating to emissions, discharges, releases, threatened releases of any Hazardous Substance into ambient air, surface water, ground water, publicly owned treatment works, septic system, or land, or otherwise relating to the handling, storage, treatment, generation, use, emission or disposal of any Hazardous Substance or pollution or to the protection of health or the environment, including without limitation CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., and state or local statutes analogous thereto.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the

Appendix A-9

Lessee, any other Credit Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Violation” shall mean any activity, occurrence or condition that violates or threatens to violate (if the threat requires correction or remediation under any Environmental Law and is not corrected or remediated during any grace period allowed under such Environmental Law) or results in or threatens (if the threat requires correction or remediation under any Environmental Law and is not corrected or remediated during any grace period allowed under such Environmental Law) to result in noncompliance with any Environmental Law.

“Equipment” shall mean equipment, apparatus, furnishings, fittings and personal property of every kind and nature whatsoever purchased, leased or otherwise acquired using the proceeds of the Loans or the Lessor Fundings by the Lessee or the Lessor as specified or described in either a Requisition or a Lease Supplement, whether or not now or subsequently attached to, contained in or used or usable in any way in connection with any operation of any Improvements or other improvements to real property.

“Equipment Schedule” shall mean (a) each Equipment Schedule attached to the applicable Requisition and (b) each Equipment Schedule attached to the applicable Lease Supplement as Schedule I-A.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Tech Data within the meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Lessee or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Lessee or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Lessee or any ERISA Affiliate.

Appendix A-10

“Eurodollar Funding” shall mean a Funding that bears interest (with respect to the Loans included therein) and Yield (with respect to the Lessor Fundings included therein) based on the Eurodollar Rate.

“Eurodollar Lessor Funding” shall mean a Lessor Funding bearing a Yield based on the Eurodollar Rate.

“Eurodollar Loans” shall mean Loans the rate of interest applicable to which is based upon the Eurodollar Reserve Rate.

“Eurodollar Rate” or “Eurodollar Reserve Rate” shall mean for any Interest Period with respect to any Eurodollar Loan or Eurodollar Funding, a rate per annum determined by the Agent according to the following formula:

Eurodollar        =	Interbank Offered Rate        +	Applicable
Rate	1 - Reserve Requirement	Margin

“Event of Default” shall mean a Lease Event of Default, a Guaranty Event of Default or a Credit Agreement Event of Default.

“Excepted Payments” shall mean:

(a) all indemnity payments (including indemnity payments made pursuant to Section 13 of the Participation Agreement), whether made by adjustment to Basic Rent or otherwise, to which the Lessor or any of its Affiliates, agents, officers, directors or employees is entitled;

(b) any amounts (other than Basic Rent, Termination Value, or Purchase Option Price) payable under any Operative Agreement to reimburse the Lessor or any its Affiliates for performing or complying with any of the obligations of the Lessee under and as permitted by any Operative Agreement (including without limitation any reimbursement of the reasonable expenses of the Lessor incurred in connection with any such payment);

(c) any amount payable to the Lessor by any transferee of such interest of the Lessor as the purchase price of the Lessor’s interest in the Property (or portion thereof);

(d) any insurance proceeds (or payments with respect to risks self-insured or policy deductibles) under liability policies other than such proceeds or payments payable to the Agent or any Lender;

(e) any insurance proceeds under policies maintained by the Lessor other than such proceeds payable to the Agent or any Lender;

(f) Transaction Expenses or other amounts or expenses paid or payable to or for the benefit of the Lessor;

Appendix A-11

(g) all right, title and interest of the Lessor to any Property or any portion thereof or any other property to the extent any of the foregoing has been released from the Liens of the Security Documents and the Lease pursuant to the terms thereof;

(h) upon termination of the Credit Agreement pursuant to the terms thereof, all remaining property covered by the Lease or Security Documents;

(i) all payments in respect of the Yield;

(j) any payments in respect of interest to the extent attributable to payments referred to in clauses (a) through (i) above; and

(k) any rights of either the Lessor to demand, collect, sue for or otherwise receive and enforce payment of any of the foregoing amounts, provided that such rights shall not include the right to terminate the Lease.

“Excepted Rights” shall mean the rights retained by the Lessor pursuant to Section 8.2(a) of the Credit Agreement.

“Excess Land” means, with respect to any Property, that portion of the related Land that is not necessary or useful for the Lessee’s intended use of the Property.

“Excess Land Purchase Price” means, with respect to any Excess Land of any Property, the cost of the Land related to such Property times the ratio of (i) the acreage of such Excess Land over (ii) the acreage of the Land relation to such Property.

“Excess Proceeds” shall mean the excess, if any, of the aggregate of all awards, compensation or insurance proceeds payable in connection with a Casualty or Condemnation over the Termination Value paid by the Lessee pursuant to the Lease with respect to such Casualty or Condemnation.

“Existing Credit Agreement” shall have the meaning assigned thereto in the Credit Agreement.

“Existing Holder” shall mean any “Holder” as defined in the Existing Participation Agreement, without giving effect to the STEF Assignment.

“Existing Holder Funding” shall mean any “Holder Funding” as defined in the Existing Participation Agreement, which holder funding was advanced prior to the Restatement Effective Date hereunder.

“Existing Lease” shall have the meaning assigned thereto in the recitals to the Lease.

“Existing Lender” shall mean any “Lender” as defined in the Existing Participation Agreement.

“Existing Loan” shall mean any “Loan” as defined in the Existing Participation Agreement, which Loan was advanced prior to the Restatement Effective Date hereunder.

Appendix A-12

“Existing Operative Agreements” shall mean the Existing Participation Agreement, the Existing Credit Agreement, the Existing Lease, the Existing Loans, the Existing Trust Agreement.

“Existing Participation Agreement” shall have the meaning assigned thereto in the recitals to the Participation Agreement.

“Existing Series A Loan” shall mean any “Series A Loan” as defined in the Existing Credit Agreement, which loan was advanced prior to the Restatement Effective Date hereunder.

“Existing Series B Loan” shall mean any “Series B Loan” as defined in the Existing Credit Agreement, which loan was advanced prior to the Restatement Effective Date hereunder.

“Existing Trust Agreement” shall mean the Amended and Restated Trust Agreement dated as of the Restatement Effective Date between the Existing Holders and the Lessor.

“Expiration Date” shall mean the Basic Term Expiration Date, or such later date as the Lease may be renewed pursuant to Section 21.1 of the Lease or such earlier date as the Lease may be terminated in accordance with the Lease.

“Expiration Date Purchase Option” shall mean the Lessee’s option to purchase all (but not less than all) of the Properties on the Expiration Date.

“Fair Market Sales Value” shall mean, with respect to any Property, the amount, which in any event, shall not be less than zero, that would be paid in cash in an arms-length transaction between an informed and willing purchaser and an informed and willing seller, neither of whom is under any compulsion to purchase or sell, respectively, such Property. Fair Market Sales Value of any Property shall be determined based on the assumption that, except for purposes of Section 17 of the Lease, such Property is in the condition and state of repair required under Section 10.1 of the Lease and the Lessee is in compliance with the other requirements of the Operative Agreements.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank 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 next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to SunTrust Bank on such day on such transactions as determined by the Agent.

“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System or any successor thereto.

“Financing Parties” shall mean, collectively, the Lessor, any participant of the Lessor and the Lenders.

Appendix A-13

“Fiscal Quarter” shall mean any quarter of a Fiscal Year.

“Fiscal Year” shall mean any period of twelve consecutive calendar months ending on January 31; references to a Fiscal Year with a number corresponding to any calendar year (e.g., the “1996 Fiscal Year”) refer to the Fiscal Year ending on January 31 of such calendar year.

“Fixtures” shall mean all fixtures relating to the Improvements, including all components thereof, located in or on the Improvements, together with all replacements, modifications, alterations and additions thereto.

“Funding” shall mean any advance of funds (consisting of Loans by the Lenders and Lessor Fundings by the Lessor).

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Action” shall mean all permits, authorizations, registrations, consents, approvals, waivers, exceptions, variances, orders, judgments, written interpretations, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any Governmental Authority, or required by any Legal Requirement, and shall include, without limitation, all environmental and operating permits and licenses that are required for the full use, occupancy, zoning and operation of any Property.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any

Appendix A-14

Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” shall mean, collectively, Tech Data, (b) each of the Domestic Subsidiaries of Tech Data that is a Significant Subsidiary, and (c) any other Domestic Subsidiary that has executed (or is required by Section 28.6 of the Lease to execute) a Guaranty Agreement.

“Guaranty Agreement” or “Guaranty” shall mean, collectively, (a) the Amended and Restated Guaranty Agreement (Lessee Obligations) dated as of the Restatement Effective Date by each Guarantor to the Lessor and the Agent, (for the benefit of itself, the Lessor and the Financing Parties), and (b) any other Guaranty Agreement by any Guarantor in favor of the Lessor, the Agent and the Financing Parties, as each such agreement may be amended, supplemented, restated or modified from time to time in accordance with the terms thereof.

“Guaranty Event of Default” shall mean any an “Event of Default” as defined in the Guaranty Agreement.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hazardous Substance” shall mean any of the following: (i) any petroleum or petroleum product, explosives, radioactive material, asbestos, formaldehyde, polychlorinated biphenyls, lead and radon gas; (ii) any substance, material, product, derivative, compound or mixture, mineral, chemical, waste, gas, medical waste, or pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous to the environment or human health or safety as determined in accordance with any Environmental Law; or (iii) any substance, material, product, derivative, compound or mixture, mineral, chemical, waste, gas, medical waste or pollutant that would support the assertion of any claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law.

“Hedging Obligations” shall mean, with respect to any Person, all liabilities of such Person under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

“Impositions” shall mean, except to the extent described in the following sentence, any and all liabilities, losses, expenses, costs, charges and Liens of any kind whatsoever for fees, taxes, levies, imposts, duties, charges, assessments or withholdings (“Taxes”) including without limitation (i) any real and personal property taxes, including personal property taxes on any property covered by the Lease that is classified by Governmental Authorities as personal

Appendix A-15

property, frontage taxes and real estate or ad valorem taxes in the nature of property taxes; (ii) any sales taxes, use taxes and other similar taxes (including rent taxes and intangibles taxes); (iii) any excise taxes; (iv) any real estate transfer taxes, conveyance taxes, mortgage taxes, stamp taxes and documentary recording taxes and fees; (v) any taxes that are or are in the nature of franchise, income, value added, privilege and doing business taxes, license and registration fees; (vi) any assessments on any Property, including all assessments for public Improvements or benefits, whether or not such improvements are commenced or completed within the Term; and (vii) any tax, Lien, assessment or charge asserted, imposed or assessed by the PBGC or any governmental authority succeeding to or performing functions similar to, the PBGC; and in each case all interest, additions to tax and penalties thereon, which at any time prior to, during or with respect to the Term or in respect of any period for which the Lessee shall be obligated to pay Supplemental Rent, may be levied, assessed or imposed by any Governmental Authority upon or with respect to (a) any Property or any part thereof or interest therein; (b) the leasing, financing, refinancing, demolition, construction, substitution, subleasing, assignment, control, condition, occupancy, servicing, maintenance, repair, ownership, possession, activity conducted on, delivery, insuring, use, operation, improvement, transfer of title, return or other disposition of any Property or any part thereof or interest therein; (c) the Certificates or the Notes or other indebtedness with respect to any Property or any part thereof or interest therein; (d) the rentals, receipts or earnings arising from any Property or any part thereof or interest therein; (e) the Operative Agreements, the performance thereof, or any payment made or accrued pursuant thereto; (f) the income or other proceeds received with respect to any Property or any part thereof or interest therein upon the sale or disposition thereof; (g) any contract relating to the construction, acquisition or delivery of the Improvements or any part thereof or interest therein; (h) the issuance of the Certificates or the Notes; or (i) otherwise in connection with the transactions contemplated by the Operative Agreements.

The term “Imposition” shall not mean or include:

(i) Taxes and impositions (other than Taxes that are, or are in the nature of, withholding, sales, use, rental, value added, transfer or property taxes) that are imposed on an Indemnified Person (other than Lessor) by the United States federal government or (in the case of a Person organized under the laws of a foreign country) by a Governmental Authority of such country, and that are in each case based on or measured by the net income (including taxes based on capital gains and minimum taxes or franchise taxes) of such Person; provided that this clause (i) shall not apply to (and shall not exclude) any Tax or imposition imposed with respect to a payment (including any Rent payment) except for (A) the portion of such payment constituting interest on a Loan or Yield or (B) any such Tax or imposition to the extent it arises because an Indemnified Person has previously written off as uncollectable (and reduced the tax basis for) an Obligation which it has subsequently collected, and provided, further that this clause (i) shall not be interpreted to prevent a payment from being made on an After Tax Basis if such payment is otherwise required to be so made;

(ii) Taxes and impositions (other than Taxes that are, or are in the nature of, sales, use, rental, value added, transfer or property taxes) that are imposed on any Indemnified Person (other than Lessor) by any state or local jurisdiction or taxing authority within any state or local jurisdiction and that are based upon or measured by the net income or net receipts; provided that this clause (ii) shall not apply to (and shall not exclude) (A) any Tax or imposition imposed with

Appendix A-16

respect to a payment (including any Rent payment) except for (I) the portion of such payment constituting interest on a Loan or Yield or (II) any such Tax or imposition to the extent it arises because an Indemnified Person has previously written off (and reduced the tax basis for) an Obligation which it has subsequently collected, or (B) any Tax or imposition imposed on an Indemnified Person by any state or local jurisdiction if such Tax or imposition would not arise as to such Person but for the location, possession or use of any Property in such jurisdiction; and provided, further, that this clause (ii) shall not be interpreted to prevent a payment from being made on an After Tax Basis if such payment is otherwise required to be so made;

(iii) any Tax or imposition to the extent, but only to such extent, it relates to any act, event or omission that occurs after the termination of the Lease and redelivery or sale of the property in accordance with the terms of the Lease (but not any Tax or imposition that relates to such termination, redelivery or sale or to any period prior to such termination, redelivery or sale); or

(iv) any Taxes which are imposed on an Indemnified Person as a result of the gross negligence or willful misconduct of such Indemnified Person itself (as opposed to any gross negligence or willful misconduct imputed to such Indemnified Person), but not Taxes imposed as a result of the ordinary negligence of such Person.

Any Tax or imposition excluded from the defined term “Imposition” by any one of the foregoing clauses (i) through (iv) shall not be construed as constituting an Imposition by any provision of any other of the aforementioned clauses.

“Improvements” shall mean, with respect to the construction, renovation or Modification of a Property, all buildings, structures, Fixtures, and other improvements of every kind existing at any time and from time to time on or under the Land purchased, leased or otherwise acquired using the proceeds of the Loans or the Lessor Fundings, together with any and all appurtenances to such buildings, structures or improvements, including sidewalks, utility pipes, conduits and lines, parking areas and roadways, and including all Modifications and other additions to or changes in the Improvements at any time, including without limitation (a) any Improvements existing as of the Property Closing Date as such Improvements may be referenced on the applicable Requisition and (b) any Improvements made subsequent to such Property Closing Date.

“Incorporated Covenants” shall have the meaning specified in Section 10.3A(a) of the Participation Agreement.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(d) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(e) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

Appendix A-17

(f) net obligations of such Person under any Swap Contract;

(g) 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);

(h) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(i) capital leases and Synthetic Lease Obligations; and

(j) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

The term “Indebtedness” shall not include payroll indebtedness, or trade indebtedness or Guarantee thereof incurred in the ordinary course of business (including trade indebtedness through financial intermediaries) provided such trade indebtedness has a maturity of less than one year, capital stock, surplus and retained earnings, minority interests in the stock of Subsidiaries, other operating lease obligations, reserves for deferred taxes or investment credits, or deferred compensation obligations.

“Indemnified Claims” shall mean, collectively, any and all Claims for which the Indemnity Provider is required to indemnify any Person pursuant to Section 13.1, 13.2 or 13.3 of the Participation Agreement.

“Indemnified Person” shall mean each of the Financing Parties, the Agent, the Collateral Agent, and their respective successors, assigns, directors, shareholders, partners, officers, employees, agents and Affiliates.

“Indemnity Provider” shall mean, collectively, the Lessee and each Alternative Lessee, whose obligations as Indemnity Provider under the Operative Agreements shall be joint and several.

“Insurance Requirements” shall mean (a) all terms and conditions of any insurance policy either required by the Lease to be maintained by the Lessee, and (b) all requirements of the issuer of any such policy.

Appendix A-18

“Interbank Offered Rate” shall mean, for any Interest Period with respect to any Eurodollar Loan or Eurodollar Funding:

(a) the rate per annum equal to the rate determined by Administrative Agent to be the offered rate that appears on the page of the Telerate screen (as provided by Bridge Information Systems, Inc.) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(b) in the event the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(c) in the event the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in the applicable currency for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan or Eurodollar Funding being made, continued or converted by Administrative Agent (or its Affiliate) in its capacity as a Financing Party and with a term equivalent to such Interest Period would be offered by SunTrust Bank’s London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.

“Intercreditor Agreement” means one or more Intercreditor Agreements substantially in the form of Exhibit J attached hereto among the Lessee, the Administrative Agent, the agent for the lenders under the Amended Tech Data Credit Agreement, agents for Senior Parity Debt Holders, or Senior Parity Debt Holders, all as provided for in Section 10.3A(f) of the Participation Agreement.

“Interest Period” shall mean, for each Eurodollar Loan and Eurodollar Lessor Fundings for a specified Property (i) initially, the period commencing on the conversion or continuation date, as the case may be, with respect to such Eurodollar Loan or Eurodollar Lessor Funding and ending, in the case of any Eurodollar Loan or Eurodollar Lessor Funding, one, two, three, four or six months thereafter, as selected by the Lessee in its notice of borrowing, Funding, continuation or conversion, as the case may be, given with respect thereto; and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan or Eurodollar Lessor Funding and ending one, two, three, four or six months thereafter, as selected by the Lessee by irrevocable notice to Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided, however, that all of the foregoing provisions relating to Interest Periods are subject to the following: (A) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the

Appendix A-19

next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (B) no Interest Period shall extend beyond the Maturity Date, (C) where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month, and (D) on any day the sum of the Interest Periods in effect under the Operative Agreements for all Eurodollar Loans and Eurodollar Lessor Fundings shall not exceed six (6) in the aggregate.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, together with the rules and regulations promulgated thereunder.

“Investment Grade Rating” shall mean (a) a Debt Rating of Baa3 or higher by Moody’s, or (b) a Debt Rating of BBB- or higher by S&P.

“IRS” shall mean the United States Internal Revenue Service, or any successor or analogous organization.

“Land” shall mean (a) a parcel or parcels of real property that is described on Schedule I-C to each applicable Lease Supplement executed and delivered in accordance with the requirements of Section 2.4 of the Lease and, to the extent set forth in any such Requisition or Schedule, may include without limitation a leasehold interest in such Land and (b) all Appurtenant Rights with respect to any such Land.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lease” or “Lease Agreement” shall mean the Amended and Restated Lease Agreement dated as of the Restatement Effective Date, between the Lessor and the Lessee, together with any Lease Supplements thereto, as such Lease Agreement may from time to time be supplemented, amended, restated or modified in accordance with the terms thereof.

“Lease Default” shall mean any event or condition which, with the lapse of time or the giving of notice, or both, would constitute a Lease Event of Default.

“Lease Event of Default” shall have the meaning specified in Section 17.1 of the Lease.

“Lease Supplement” shall mean each Lease Supplement or Amended and Restated Lease Supplement substantially in the form of Exhibit A to the Lease, together with all attachments and schedules thereto, as such Lease Supplement or Amended and Restated Lease Supplement may be supplemented, amended, restated or modified from time to time.

“Legal Requirements” shall mean all foreign, Federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and

Appendix A-20

injunctions affecting the Lessor, the Agent, any Financing Party or any Improvements or the taxation, demolition, construction, use or alteration of such Improvements, whether now or hereafter enacted and in force, including without limitation any that require appraisals, repairs, modifications or alterations in or to any Property or in any way limit the use and enjoyment thereof (including all building, zoning and fire codes and the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., and any other similar Federal, state or local laws or ordinances and the regulations promulgated thereunder) and any that may relate to environmental requirements (including all Environmental Laws), and all permits, certificates of occupancy, licenses, authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments which are either of record or known to the Lessee affecting any Property or the Appurtenant Rights.

“Lender Financing Statements” shall mean UCC financing statements and fixture filings appropriately completed and executed for filing in the applicable jurisdiction in order to evidence or perfect the Agent’s security interest (for itself and on behalf of the Lenders) in any Equipment or in any Improvements.

“Lenders” shall mean the several banks and other financial institutions from time to time party to the Credit Agreement.

“Lessee” shall have the meaning set forth in the Lease.

“Lessee/Borrower Party” shall mean the Lessee, the Lessor, any Guarantor or any Person (except the Financing Parties, the Agent or any of their respective Affiliates, other than the Lessor) from time to time party to any Operative Agreement.

“Lessor” shall have the meaning set forth in the Lease.

“Lessor Amount” shall mean as of any date, the aggregate amount of Lessor Fundings made by Lessor pursuant to Section 3 of the Participation Agreement less any payments of any Lessor Fundings received by the Lessor pursuant to the Operative Agreements.

“Lessor Basic Rent” shall mean the scheduled Yield due on the Lessor Fundings on any Scheduled Interest Payment Date pursuant to the Trust Agreement (but not including interest on (i) any such scheduled Yield due on the Lessor Fundings prior to the Basic Rent Commencement Date with respect to the Property to which such Lessor Fundings relate or (ii) overdue amounts under the Trust Agreement or otherwise).

“Lessor Commitment” shall mean, as to Lessor, the obligation of Lessor to make Lessor Fundings in an aggregate principal amount at any time outstanding not to exceed $41,295,077.15.

“Lessor Financing Statements” shall mean UCC financing statements and fixture filings appropriately completed and executed for filing in the applicable jurisdictions in order to evidence or perfect the Lessor’s interest under the Lease to the extent the Lease is a security agreement or a mortgage.

Appendix A-21

“Lessor Funding” shall mean any Funding made by Lessor pursuant to the terms of the Participation Agreement.

“Lessor Lien” shall mean any Lien, true lease or sublease or disposition of title arising as a result of (a) any claim against the Lessor not resulting from the transactions contemplated by the Operative Agreements, (b) any act or omission of the Lessor which is not required by the Operative Agreements or is in violation of any of the terms of the Operative Agreements, (c) any claim against the Lessor with respect to Taxes or Transaction Expenses against which the Lessee is not required to indemnify Lessor pursuant to Section 13 of the Participation Agreement or (d) any claim against the Lessor arising out of any transfer by the Lessor of all or any portion of the interest of the Lessor in the Properties or the Operative Agreements other than the transfer of title to or possession of any Properties by the Lessor pursuant to and in accordance with the Lease, the Credit Agreement, the Security Agreement or the Participation Agreement or pursuant to the exercise of the remedies set forth in Article XVII of the Lease.

“Lessor Property Cost” shall mean with respect to a Property an amount equal to the outstanding Lessor Fundings with respect thereto (including Lessor Fundings with respect to any Property Additional Amount for such Property and Lessor Fundings made on the Restatement Effective Date to repay Existing Loans or Existing Holder Fundings with respect to such Property).

“Lessor Yield Letter” means the Lessor Yield Letter, dated as of the Restatement Effective Date, between Tech Data and STEF.

“Lessor’s Allocated Commitment” means, at any time, (i) 94.5% of the aggregate Commitments of all of the Financing Parties minus (ii) the aggregate Commitments of all of the Lenders.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Event of Default” means an Event of Default under (i) paragraph (d), (e), (g) or (h) of Section 17.1 of the Lease, solely if the breach of the related covenant, representation or warranty was based on a subjective interpretation of the term “diligently,” “reasonable,” “reasonably,” “practical,” “necessary,” “adequate,” “usually,” “desirable,” “reasonably likely,” “material,” “materially,” “Material Adverse Effect,” “materially adversely affect,” “material adverse change,” “materially and adversely affects,” “material adverse effect,” “adverse,” “adversely,” “substantial,” or “substantially”, or any Event of Default based solely on the subjective interpretation of any term that gives rise to a cross default under paragraph (h) of Section 17.1 of the Lease; provided, however, if the Event of Default, covenant or representation or warranty relates to the use of the Leased Property, then such Event of Default, covenant or representation or warranty will not be deemed a Limited Event of Default, or (ii) paragraph (n) of Section 17.1 of the Lease unless such Change in Control is consented to by Tech Data.

Appendix A-22

“Limited Recourse Amount” shall mean, with respect to any Property on an aggregate basis as of a specified date, an amount equal to the Termination Value with respect to such Properties on such date, less the Maximum Residual Guarantee Amount as of such date with respect to such Property.

“Loan Basic Rent” shall mean the interest due on the Loans on any Scheduled Interest Payment Date pursuant to the Credit Agreement (but not including interest on (i) any such Loan prior to the Basic Rent Commencement Date with respect to the Property to which such Loan relates or (ii) any overdue amounts under Section 2.8(c) of the Credit Agreement or otherwise).

“Loan Property Cost” shall mean, with respect to each Property at any date of determination, an amount equal to (a) the aggregate principal amount of Loans (including without limitation Loans made on the Restatement Effective Date to repay Existing Loans or Existing Holder Fundings with respect to such Property) made on or prior to such date with respect to such Property (including any Property Additional Amount funded by Loans with respect to such Property) minus (b) the aggregate amount of prepayments or repayments as the case may be of the Loans allocated to reduce the Loan Property Cost of such Property pursuant to Section 2.6(c) of the Credit Agreement.

“Loans” shall mean, collectively, the Series A Loans and the Series B Loans.

“Majority Financing Parties” shall mean, at any time, Financing Parties who have Loans and Lessor Fundings with an aggregate outstanding principal amount representing at least 51% of the aggregate outstanding principal amount of all Loans and Lessor Fundings.

“Marketing Period” shall mean, if the Lessee has given an Election Notice in accordance with Section 20.1 of the Lease, the period commencing on the date such Sale Notice is given and ending on the Expiration Date.

“Material Adverse Effect” shall mean (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Lessee and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Credit Party to perform its obligations under any Operative Agreement to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any Operative Agreement to which it is a party, (d) a material adverse effect on the validity, priority or enforceability of any Lien on any Property created by any of the Operative Agreements, or (e) the value, utility or useful life of any Property or the use, or ability of the applicable Lessee to use, any Property for the purpose for which it was intended.

“Maturity Date” shall mean the Expiration Date.

“Maximum Residual Guarantee Amount”, with respect to any Property, shall mean an amount equal to the sum of (a) the amount listed for such Property on Schedule 2 to the Participation Agreement plus (b) one hundred percent (100%) of all Rent and other amounts then due and owing by the Lessee under the Lease and the other Operative Agreements related to such Property.

Appendix A-23

“Modifications” shall have the meaning specified in Section 11.1(a) of the Lease.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage Instrument” shall mean any mortgage, deed of trust or any other instrument executed by the Lessor in favor of the Agent and evidencing a Lien on a Property, in form and substance reasonably acceptable to the Agent.

“Multiemployer Plan” shall mean any plan described in Section 4001(a)(3) of ERISA to which contributions are or have been made or are required to be made by Tech Data or any of its ERISA Affiliates.

“Net Invested Amount” means the portion of the Lessor’s Fundings that is not funded by the sale of a participation in Lessor’s interests in the transaction.

“Net Proceeds” shall mean all amounts paid in connection with any Casualty or Condemnation, and all interest earned thereon, less the expense of claiming and collecting such amounts, including all costs and expenses in connection therewith for which the Agent or Lessor is entitled to be reimbursed pursuant to the Lease.

“Net Sale Proceeds Shortfall” shall mean the amount by which the proceeds of a sale described in Section 22.1 of the Lease (net of all expenses of sale) are less than the Limited Recourse Amount with respect to the related Property if it has been determined that the Fair Market Sales Value of such Property at the expiration of the term of the Lease has been impaired by greater than expected wear and tear during the Term of the Lease.

“New Facility” shall have the meaning assigned thereto in Section 10.3A(a) of the Participation Agreement.

“Non-Excluded Taxes” shall have the meaning given to such term in Section 13.6 of the Participation Agreement.

“Notes” shall mean, collectively, the Series A Notes and the Series B Notes.

“Occupational Safety and Health Law” shall mean the Occupational Safety and Health Act of 1970 and any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to, or imposing liability or standards of conduct concerning, employee health or safety, as now or at any time hereafter in effect.

“Off-Balance Sheet Liabilities” means, with respect to any Person as of any date of determination thereof, without duplication and to the extent not included as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP: (a) with respect to any asset securitization transaction (including any accounts receivable purchase facility) (i) the unrecovered investment of purchasers or transferees of assets so transferred, and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation of such Person or any of its Subsidiaries in respect of assets transferred or payments made in respect thereof, other than limited recourse provisions that are customary for transactions of such type and that neither (x) have the effect of limiting the loss or credit risk of

Appendix A-24

such purchasers or transferees with respect to payment or performance by the obligors of the assets so transferred nor (y) impair the characterization of the transaction as a true sale under applicable Laws (including Debtor Relief Laws); (b) the monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction which, upon the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized as indebtedness; (c) the monetary obligations under any sale and leaseback transaction which does not create a liability on the consolidated balance sheet of such Person and its Subsidiaries; or (d) any other “off-balance sheet arrangement” as defined in (i) Item 303, part (a)(4) of Regulation S-K of the SEC, or (ii) any successor regulation of the SEC defining “off-balance sheet arrangement.”

“Officer’s Certificate” shall mean a certificate signed by any individual holding the office of vice president or higher, which certificate shall certify as true and correct the subject matter being certified to in such certificate.

“Operative Agreements” shall mean, collectively, the Participation Agreement, the Credit Agreement, the Notes, the Lease (and a memorandum thereof in a form reasonably acceptable to the Agent), each Lease Supplement (and a memorandum thereof in a form reasonably acceptable to the Agent), the Guaranty Agreement, the Pledge Agreement, the Security Agreement, each Mortgage Instrument and the Assignment and Acceptance Agreement.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Overdue Interest” shall mean any interest payable pursuant to Section 2.8(c) of the Credit Agreement.

“Overdue Rate” shall mean (i) with respect to Loan Basic Rent, and any other amount owed under or with respect to any Operative Agreement, the rate specified in Section 2.8(c) of the Credit Agreement, (ii) with respect to Lessor Basic Rent, the Yield and any other amount owed under or with respect to the Operative Agreements, the Lessor Overdue Rate and (iii) with respect to any other amount, the Base Rate plus 2%.

“Owner Trustee” shall mean Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), not individually, except as expressly stated in the various Operative Agreements, but solely as Owner Trustee under the TD 1996 Real Estate Trust.

Appendix A-25

“Participant” shall have the meaning given to such term in Section 9.7 of the Credit Agreement.

“Participation Agreement” shall mean the Second Amended and Restated Participation Agreement dated as of the date hereof among the Lessee, the Owner Trustee, the Lenders party thereto, and the Agent, as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Payment Date” shall mean any Scheduled Interest Payment Date and any date on which interest or Yield in connection with a prepayment of principal on the Loans or of the Lessor Fundings is due under the Credit Agreement.

“PBGC” shall mean the Pension Benefit Guaranty Corporation created by Section 4002(a) of ERISA or any successor thereto.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Exceptions” shall mean:

(i) Liens of the types described in clauses (i), (ii) and (v) of the definition of Permitted Liens;

(ii) Liens for Taxes not yet due; and

(iii) all encumbrances, exceptions, restrictions, easements, rights of way, servitudes, encroachments and irregularities in title, other than Liens which, in the reasonable assessment of the Agent, materially impair the use of any Property for its intended purpose.

“Permitted Liens” shall mean:

(i) the respective rights and interests of the parties to the Operative Agreements as provided in the Operative Agreements;

(ii) the rights of any sublessee or assignee under a sublease or an assignment expressly permitted by the terms of the Lease;

(iii) Liens for Taxes that either are not yet due or are being contested in accordance with the provisions of Section 13.1 of the Lease;

(iv) Liens arising by operation of law, materialmen’s, mechanics’, workmen’s, repairmen’s, employees’, carriers’, warehousemen’s and other like Liens relating to the construction of the Improvements or in connection with any Modifications or arising in

Appendix A-26

the ordinary course of business, which Liens have been bonded for not less than the full amount in dispute (or as to which other security arrangements satisfactory to the Lessor and the Agent have been made), which bonding (or arrangements) shall comply with applicable Legal Requirements, and shall have effectively stayed any execution or enforcement of such Liens;

(v) Liens arising out of judgments or awards with respect to which appeals or other proceedings for review are being prosecuted in good faith and for the payment of which adequate reserves have been provided as required by GAAP or other appropriate provisions have been made, so long as such proceedings have the effect of staying the execution of such judgments or awards and satisfy the conditions for the continuation of proceedings to contest Taxes set forth in Section 13.1 of the Lease;

(vi) Liens in favor of municipalities to the extent agreed to by the Lessor and the Agent; and

(vii) Permitted Exceptions.

“Person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, limited liability partnership, governmental authority or any other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Lessee or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledge Agreement” means, individually or collectively as the context may require: (a) that certain Securities Pledge Agreement dated as of April 23, 2003 among the Borrower, Tech Data Finance Partner, Inc. and the Collateral Agent, (b) that certain Pledge Agreement dated as of May 8, 2000 among the Lessee, Tech Data Latin America, Inc. and Bank of America, as Lender and as administrative agent (relating to Pledged Interests in TD Brasil Ltda), (c) that certain Pledge and Security Agreement dated as of May 8, 2000 by and among the Lessee, Tech Data Latin America, Inc. and the Collateral Agent (relating to Pledged Interests in Tech Data Peru S.A.C.) and (d) any other pledge agreement executed and delivered by the Lessee, any Subsidiary or any other Person to the Collateral Agent pursuant to Section 10.3A(f) of the Participation Agreement, in each case as supplemented from time to time by the execution and delivery of Pledge Agreement Supplements or Pledge Joinder Agreements pursuant to the terms of the Pledge Agreement.

“Pledge Agreement Supplement” means the Pledge Agreement Supplement in the form affixed as an exhibit to the Pledge Agreement.

“Pledged Interests” means, with respect to each Direct Foreign Subsidiary that is a Significant Subsidiary, (a) 65% of Subsidiary Securities having voting power (or, if less than 65% of such Subsidiary Securities is owned by the pledgor, 100% of the amount owned), and (b) 100% of the other Subsidiary Securities of such Direct Foreign Subsidiary.

Appendix A-27

“Pledge Joinder Agreement” means each Pledge Joinder Agreement, substantially in the form thereof attached to the Pledge Agreement, executed and delivered by Lessee, a Subsidiary or any other Person to the Agent pursuant to the Pledge Agreement.

“Pool” shall mean each separate group of Properties set forth on Schedule I to the Participation Agreement, provided that if any Pool at any time shall be comprised of only one Property (an “Affected Pool”), the Administrative Agent may redesignate a Property from the other Pool to be part of such Affected Pool.

“Prime Rate” shall mean the per annum rate of interest established from time to time by SunTrust Bank as its prime rate, which rate may not be the lowest rate of interest charged by SunTrust Bank to its customers.

“Property” shall mean, with respect to each real property site that is or has been acquired, constructed or renovated pursuant to the terms of the Operative Agreements or Existing Operative Agreements, the Land and each item of Equipment and the various Improvements, in each case located on such Land. Each Property shall be suitable for, and used by Lessee (or a permitted sublessee under Section 25.2 of the Lease) only for, Tech Data’s and its Subsidiaries’ (or such permitted sublessee’s) corporate office space or distribution facilities, with ancillary space used for other business purposes of Tech Data and such Subsidiaries.

“Property Acquisition Cost” shall mean the cost to Lessor to purchase a Property on a Property Closing Date.

“Property Additional Amount” shall mean, with respect to any Property the amount set forth on Schedule 3 of the Participation Agreement.

“Property Closing Date” shall mean each date on which the Lessor purchases a Property.

“Property Cost” shall mean with respect to a Property the aggregate amount of the Loan Property Cost plus the Lessor Property Cost for such Property (as such amounts shall be increased equally among all Properties respecting the Lessor Fundings and the Loans extended from time to time to pay for the Transaction Expenses, fees, taxes, expenses and other disbursements referenced in Section 9.1 of the Participation Agreement and indemnity payments referenced in the Participation Agreement); it being understood that the Property Cost with respect to each Property as of the Restatement Effective Date is as set forth on Schedule 2 to the Participation Agreement.

“Pro Rata Share” means, with respect to any Lender or the Lessor the ratio (expressed as a percentage) of (i) such Financing Party’s Commitment or Lessor’s Allocated Commitment, as applicable, divided by (ii) the sum of all of the Lenders’ Commitments and the Lessor’s Allocated Commitment.

“Purchase Option” shall have the meaning given to such term in Section 20.1 of the Lease.

“Purchase Option Price” shall have the meaning specified in Section 20.1 of the Lease.

Appendix A-28

“Purchasing Lender” shall have the meaning given to such term in Section 9.8(a) of the Credit Agreement.

“Qualifying Swap Contract” means one or more Swap Contracts between the Lessee and a Lender under the Amended Tech Data Credit Agreement or any Affiliate of such a Lender and not prohibited by the terms of the Amended Tech Data Credit Agreement with respect to Indebtedness evidenced by the notes issued under the Amended Tech Data Credit Agreement.

“Register” shall have the meaning given to such term in Section 9.9(a) of the Credit Agreement.

“Release” shall mean any release, pumping, pouring, emptying, injecting, escaping, leaching, dumping, seepage, spill, leek, flow, discharge, disposal or emission of a Hazardous Substance.

“Renewal Notice” shall have the meaning given to such term in Section 20.1(b) of the Lease.

“Renewal Term” shall have the meaning given to such term in Section 21.1 of the Lease.

“Rent” shall mean, collectively, the Basic Rent and the Supplemental Rent, in each case payable under the Lease.

“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.

“Requested Funds” shall mean any funds requested by the Lessee as applicable, in accordance with Section 5 of the Participation Agreement.

“Requirement of Law” shall mean, as to any Person, the Certificate of Incorporation and By-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Requisite Notice” shall mean, unless otherwise provided herein, (a) irrevocable written notice to the intended recipient or (b) irrevocable telephonic notice to the intended recipient, promptly followed by a written notice to such recipient. Such notices shall be (i) delivered to such recipient at the address or telephone number specified on Schedule 14.3 or as otherwise designated by such recipient by written notice in accordance with Section 14.3(e), and (ii) if made by any Lessee/Borrower Party, given or made by a Responsible Officer of such Lessee/Borrower Party. Any written notice delivered in connection with any Operative Agreement shall be in the form, if any, prescribed herein or therein. Any notice sent by other than hardcopy shall be promptly confirmed by a telephone call to the recipient and, if requested by Administrative Agent, by a manually-signed hardcopy thereof.

“Requisition” shall have the meaning specified in Section 4.2 of the Participation Agreement.

Appendix A-29

“Reserve Requirement” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Loan or Eurodollar Funding shall be adjusted automatically as of the effective date of any change in the Reserve Requirement.

The determination of the Reserve Requirement by Agent shall be conclusive in the absence of manifest error.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Credit Party. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Restatement Effective Date” shall mean July 31, 2003.

“Sale Date” shall have the meaning given to such term in Section 22.1(a) of the Lease.

“Sale Notice” shall mean a notice given to Lessor in connection with the election by Lessee of its Sale Option.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Sale Option” shall have the meaning given to such term in Section 20.1 of the Lease.

“Scheduled Interest Payment Date” shall mean (a) as to any Eurodollar Loan (or Eurodollar Lessor Funding), the last day of the Interest Period applicable to such Eurodollar Loan (or Lessor Funding), and if such Interest Period is for more than three months, at intervals of three months after the first day of such Interest Period, (b) as to any Base Rate Loan (or Base Rate Lessor Funding), the first Business Day following the last day of each fiscal quarter of Tech Data, and the date of conversion of such Loan to a Eurodollar Loan (or conversion of such Lessor Funding to a Eurodollar Lessor Funding), and (c) as to any Loan (or Lessor Funding), the Maturity Date.

“Securities Act” shall mean the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“Security Agreement” shall mean the Amended and Restated Security Agreement dated as of the Restatement Effective Date between the Lessor and SunTrust Bank, N.A., as agent, as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

Appendix A-30

“Security Documents” shall mean the collective reference to the Lease, the Lease Supplements, the Security Agreement, the Pledge Agreement, the Mortgage Instruments, and all other security documents hereafter delivered to the Administrative Agent granting a lien on any asset or assets of any Person to secure the obligations and liabilities of the Lessee hereunder or under any of the other Operative Agreements or to secure any guarantee of any such obligations and liabilities.

“Senior Parity Debt” means (a) Indebtedness described in subsection (a) of the definition of Indebtedness issued by Lessee (including a guaranty of such Indebtedness by a Domestic Subsidiary which is a Significant Subsidiary) in connection with a private placement or public offering of debt securities or (b) Indebtedness arising under a Successor Tech Data Synthetic Lease Facility; provided that, in the case of clause (a) or (b) above, all of the following conditions shall be satisfied:

(i) the instruments and agreements evidencing such Indebtedness, and any agreement under which such Indebtedness is created, (A) shall provide that the right to payment of the holders or owners of Senior Parity Debt (including any trustee or agent acting on behalf of such holders or owners, collectively “Senior Parity Debt Holders”) shall rank pari passu in all respects with the rights of the Lenders and Administrative Agent with respect to the Obligations on terms reasonably acceptable to Administrative Agent, (B) shall provide for no Lien in favor of the Senior Parity Debt Holder other than those granted in favor of the Lenders, the Collateral Agent and the Administrative Agent (except that the Indebtedness under a Successor Tech Data Synthetic Lease Facility may also be secured by a Lien on the property financed by such facility), and (C) shall not contain covenants more restrictive than those contained in the Loan Documents;

(ii) both immediately prior to and immediately after giving effect to the issuance of such Indebtedness, there shall not have occurred and be continuing any Default;

(iii) Lessee shall furnish to Administrative Agent, not later than the earliest date of delivery thereof to any actual or prospective Senior Parity Debt Holder, copies of (A) all preliminary placement memoranda and final placement memoranda relating to such Indebtedness and (B) copies of (1) all term sheets relating to such Indebtedness and (2) all documents and agreements under which such Indebtedness is to be created or governed; and

(iv) not later than ten (10) days prior to the issuance of such Indebtedness, Borrower shall deliver to Administrative Agent a Compliance Certificate, executed by a Responsible Officer and containing calculations giving historical pro forma effect to the issuance of such Indebtedness as of and for the prior four fiscal quarters ending at the end of the most recent fiscal quarter of Lessee preceding the date of such issuance (assuming for such purpose that the initial rate or rates of interest provided for therein (and giving effect to any increase in rates of interest therein provided) remained in effect for such four fiscal quarters), which Compliance Certificate shall demonstrate that the issuance of such Indebtedness does not cause, create or result in a Default on a historical pro forma basis.

Appendix A-31

“Senior Parity Debt Holders” has the meaning set forth in the definition of Senior Parity Debt.

“Series A Loans” shall mean with respect to any Leased {Property and any Lender, the principal portion of the related Loans equal to such Lender’s Pro Rata Share of the amount set forth in clause (i) of the definition of Maximum Residual Guarantee Amount for such Leased Property.

“Series A Notes” shall mean the promissory note issued to the Administrative Agent for the pro rata benefit of the Lenders pursuant to Section 2.2 of the Credit Agreement evidencing the Series A Loans.

“Series B Loans” shall mean, with respect to any Leased Property and any Lender, the amount equal to the principal of such Lender’s Loans related to such Leased Property minus such Lender’s Series A Loans.

“Series B Notes” shall mean the promissory notes issued to the Lenders pursuant to Section 2.2 of the Credit Agreement evidencing the Series B Loans.

“Severable Improvements” shall mean any fixtures, alterations, improvements, modifications or additions (i) that are not required to be made to comply with Legal Requirements or Insurance Requirements, and (ii) that can be removed from the applicable Property without (x) causing damage to such Property that cannot be readily repaired by the Lessee or (y) materially impairing the value, utility or useful life of such Property from that set forth in the Appraisal thereof delivered on the Restatement Effective Date.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Lessee and its Subsidiaries as of that date determined in accordance with GAAP.

“Significant Subsidiary” means any Subsidiary which has either (a) total assets (including interests in Subsidiaries) of more than $25,000,000 or (b) total revenues (on a consolidated basis with its Subsidiaries) of more than $25,000,000 during any four fiscal quarter period; provided, however, Significant Subsidiary shall not include Tech Data Finance SPV, Inc.

“STI” means SunTrust Banks, Inc.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

Appendix A-32

“Subsidiary Securities” means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a “security” under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

“Supplemental Rent” shall mean all amounts, liabilities and obligations (other than Basic Rent) which the Lessee assumes or agrees to pay to the Agent, the Financing Parties or any other Person under the Lease or under any of the other Operative Agreements including, without limitation, payments of the Purchase Option Price, the Termination Value, the Deficiency Balance and the Maximum Residual Guarantee Amount and all indemnification amounts, liabilities and obligations.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“TD 1996 Real Estate Trust” shall mean the grantor trust created pursuant to the terms and conditions of the Existing Trust Agreement.

“Tangible Personal Property” shall mean that portion of the Equipment which is subject to the 35% limitation referred to in Section 10.3(e) of the Participation Agreement.

Appendix A-33

“Taxes” shall have the meaning specified in the definition of Impositions.

“Tech Data” shall mean Tech Data Corporation, a Florida corporation.

“Tech Data Credit Agreement Event of Default” shall mean an “Event of Default” as defined in the Amended Tech Data Credit Agreement or any New Facility.

“Term” shall have the meaning specified in Section 2.2 of the Lease.

“Termination Date” shall have the meaning specified in Section 16.2(a) of the Lease.

“Termination Notice” shall have the meaning specified in Section 16.1 of the Lease.

“Termination Value” shall mean, as of any date of determination, the sum of (a) either (i) with respect to all Properties, an amount equal to the aggregate outstanding Property Cost for all the Properties, (ii) with respect to any Pool, an amount equal to the aggregate outstanding Property Cost for all the Properties in such Pool or (iii) with respect to a particular Property, an amount equal to the outstanding Property Cost allocable to the particular Property in question, plus (b) respecting the amounts described in each of the foregoing subclause (i),(ii), or (iii) as applicable, any and all accrued interest on the Loans and any and all Yield on the Lessor Advances related to the applicable Property Cost, plus (c) to the extent not otherwise paid on such date of determination, all other Rent and other amounts then due and payable for all Properties under the Lease or any other Operative Agreement (including without limitation all amounts due and payable under Sections 13.1 or 13.2 of the Participation Agreement and all costs and expenses referred to in clause FIRST of Section 22.2 of the Lease).

“Threshold Amount” means $15,000,000.

“Total Commitment” shall mean (a) with respect to the Series A Loans, $90,707,818.13, and (b) with respect to the Series B Loans, $9,292,181.87, in each case as such amount may be increased by the Commitment of any additional Lender that may become a party to the Operative Agreements pursuant to Section 12.3 of the Participation Agreement

“Total Condemnation” shall mean a Condemnation that involves a taking of Lessor’s entire title to a Property.

“Transaction” shall mean the transaction contemplated by the Operative Agreements.

“Transaction Expenses” shall mean all costs and expenses incurred in connection with the preparation, execution and delivery of the Operative Agreements and the transactions contemplated by the Operative Agreements including without limitation:

(k) the reasonable fees, out-of-pocket expenses and disbursements of counsel in negotiating the terms of the Operative Agreements and the other transaction documents, preparing for the closings under, and rendering opinions in connection with, such transactions and in rendering other services customary for counsel representing parties to transactions of the types involved in the transactions contemplated by the Operative Agreements;

Appendix A-34

(l) any and all reasonable fees, charges or other amounts payable to the Financing Parties, Agent, or any broker which arise under any of the Operative Agreements;

(m) any other reasonable fee, out-of-pocket expenses, disbursement or cost of any party to the Operative Agreements or any of the other transaction documents;

(n) any and all Taxes and fees incurred in recording or filing any Operative Agreement or any other transaction document, any deed, declaration, mortgage, security agreement, notice or financing statement with any public office, registry or governmental agency in connection with the transactions contemplated by the Operative Agreement; and

(o) real estate taxes on a Property paid during the Construction Period.

“Trust” shall have the meaning assigned thereto in the recitals to the Participation Agreement.

“Type” shall mean, (a) as to any Loan, whether it is a Base Rate Loan or a Eurodollar Loan, and (b) as to any Lessor Funding, whether it is a Base Rate Lessor Funding or Eurodollar Lessor Funding.

“UCC Financing Statements” shall mean collectively the Lender Financing Statements and the Lessor Financing Statements.

“Unanimous Vote Matters” is defined in Section 10.2(l) of the Participation Agreement.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Uniform Commercial Code” and “UCC” shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction.

“United States Bankruptcy Code” shall mean Title 11 of the United States Code.

“U.S.” shall mean the United States of America, its territories, its possessions and all other areas subject to its jurisdiction.

“Voting Stock” shall mean, with respect to any Person, capital stock issued by a corporation or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to vote may have been suspended by the happening of such a contingency.

“Work” shall mean the furnishing of labor, materials, components, furniture, furnishings, fixtures, appliances, machinery, equipment, tools, power, water, fuel, lubricants, supplies, goods or services with respect to any Property.

Appendix A-35

“Yield” is defined in Section 5.2(d) of the Participation Agreement.

Appendix A-36

EX-10.AAR

Exhibit 10AAr

SECOND AMENDED AND RESTATED LEASE AGREEMENT

Dated as of July 31, 2003

between

SUNTRUST EQUITY FUNDING, LLC

as Lessor

and

TECH DATA CORPORATION, as Lessee

This Second Amended and Restated Lease Agreement is subject to a security interest in favor of SunTrust Bank, as Agent (the “Agent”) under a Second Amended and Restated Security Agreement dated as of July 31, 2003, among SunTrust Equity Funding, LLC and the Agent, as amended, modified, supplemented, restated or replaced from time to time. This Second Amended and Restated Lease Agreement has been executed in several counterparts. To the extent, if any, that this Second Amended and Restated Lease Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), no security interest in this Second Amended and Restated Lease Agreement may be created through the transfer or possession of any counterpart other than the original counterpart containing the receipt therefor executed by the Agent on the signature page hereof.

TABLE OF CONTENTS

ARTICLE I
1.1	Definitions	1
ARTICLE II
2.1	Property	1
2.2	Lease Term	1
2.3	Title	2
2.4	Lease Supplements	2
2.5	Subsidiaries as Lessee	2
ARTICLE III
3.1	Rent	3
3.2	Payment of Basic Rent	3
3.3	Supplemental Rent	3
3.4	Performance on a Non-Business Day	4
3.5	Rent Payment Provisions	4
ARTICLE IV
4.1	Utility Charges; Taxes	4
ARTICLE V
5.1	Quiet Enjoyment	4
ARTICLE VI
6.1	Net Lease	5
6.2	No Termination or Abatement	5
ARTICLE VII
7.1	Ownership of the Properties	6
ARTICLE VIII
8.1	Condition of the Properties	6
8.2	Possession and Use of the Properties	7

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TABLE OF CONTENTS

ARTICLE IX
9.1	Compliance with Legal Requirements and Insurance Requirements	8
ARTICLE X
10.1	Maintenance and Repair; Return	8
10.2	Environmental Inspection	10
ARTICLE XI
11.1	Modifications	10
ARTICLE XII
12.1	Warranty of Title	11
ARTICLE XIII
13.1	Permitted Contests Other Than in Respect of Indemnities	11
ARTICLE XIV
14.1	Public Liability and Workers’ Compensation Insurance	12
14.2	Hazard and Other Insurance	12
14.3	Coverage	13
14.4	Additional Insurance Requirements	13
ARTICLE XV
15.1	Casualty and Condemnation	14
15.2	Environmental Matters	15
15.3	Notice of Environmental Matters	16
ARTICLE XVI
16.1	Termination Upon Certain Events	16
16.2	Procedures	16
ARTICLE XVII
17.1	Lease Events of Default	16
17.2	Surrender of Possession	20

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TABLE OF CONTENTS

17.3	Reletting	20
17.4	Damages	20
17.5	Final Liquidated Damages	21
17.6	Waiver of Certain Rights	22
17.7	Assignment of Rights Under Contracts	22
17.8	Environmental Costs	22
17.9	Remedies Cumulative	22
17.10	Notice of Default or Event of Default	22
17.11	Lessee’s Option to Cure by Purchase of All Properties	22
17.12	Liability Limited	23
ARTICLE XVIII
18.1	Lessor’s Right to Cure Lessee’s Lease Defaults	23
ARTICLE XIX
19.1	Provisions Relating to Lessee’s Exercise of its Purchase Option	23
19.2	No Termination With Respect to Less than All of a Property	23
ARTICLE XX
20.1	Purchase Prior to End of Term; Purchase, Renewal or Sale Option; Purchase of Excess Land	24
ARTICLE XXI
21.1	Renewal	25
ARTICLE XXII
22.1	Sale Procedure	25
22.2	Application of Proceeds of Sale	27
22.3	Indemnity for Excessive Wear	27
22.4	Appraisal Procedure	28
22.5	Certain Obligations Continue	28
ARTICLE XXIII
23.1	[RESERVED.]	28

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TABLE OF CONTENTS

ARTICLE XXIV
24.1	Risk of Loss	28
ARTICLE XXV
25.1	Assignment	28
25.2	Subleases	29
ARTICLE XXVI
26.1	No Waiver	30
ARTICLE XXVII
27.1	Acceptance of Surrender	30
27.2	No Merger of Title	30
ARTICLE XXVIII
28.1	Notices	30
ARTICLE XXIX
29.1	Miscellaneous	30
29.2	Amendments and Modifications	30
29.3	Successors and Assigns	30
29.4	Headings and Table of Contents	31
29.5	Counterparts	31
29.6	GOVERNING LAW	31
29.7	Calculation of Rent	31
29.8	Memoranda of Lease and Lease Supplements	31
29.9	Allocations between the Financing Parties	31
29.10	Limitations on Recourse	31
29.11	WAIVERS OF JURY TRIAL	31
29.12	Original Leases	31
29.13	Mortgage Grant and Remedies	32
29.14	Exercise of Lessor Rights	32

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TABLE OF CONTENTS

EXHIBITS
EXHIBIT A	[Amended and Restated] Lease Supplement No.	A-3
EXHIBIT B	Form of Memorandum of Lease and Lease Supplement	B-1
EXHIBIT C	Form of Guaranty Agreement (Lessee Obligations)	C-1

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SECOND AMENDED AND RESTATED LEASE AGREEMENT

THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT (as amended, supplemented or modified from time to time, this “Lease”), dated as of July 31, 2003, is between SUNTRUST EQUITY FUNDING, LLC, having its principal office c/o Atlantic Financial Group, Ltd., 2808 Fairmont, Suite 250 LB9, Dallas, Texas 75201, as lessor (the “Lessor”), and TECH DATA CORPORATION, a Florida corporation, having its principal place of business at 5350 Tech Data Drive, Clearwater, Florida, as lessee (the “Lessee”).

W I T N E S S E T H:

A. WHEREAS, the Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, and Lessee entered into an Amended and Restated Lease Agreement dated as of May 8, 2000 (as amended, the “Existing Lease”), pursuant to which Lessor agreed to lease certain Properties to Lessee (or to certain Subsidiaries acting as alternative lessees); and

B. WHEREAS, the Lessor, contemporaneously herewith, shall acquire the Properties by acquiring the Existing Holders’ Certificates and dissolving the TD 1996 Real Estate Trust; and

C. WHEREAS, the Lessor desires to amend and restate the Existing Lease on the terms and conditions set forth herein; and

D. WHEREAS, Lessor desires to lease to Lessee (or to certain alternative Lessees permitted by Section 2.5), and Lessee desires to lease (or cause such alternative Lessees to lease) from Lessor, each Property;

NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Existing Lease Agreement is hereby amended and restated in its entirety, and the parties hereto agree as follows:

ARTICLE I

1.1 Definitions. Capitalized terms used but not otherwise defined in this Lease have the respective meanings specified in Appendix A to the Second Amended and Restated Participation Agreement of even date herewith (as such may be amended, modified, supplemented, restated and/or replaced from time to time, the “Participation Agreement”) among the Lessee, the Lessor, the Lenders party thereto and the Agent.

ARTICLE II

2.1 Property. Subject to the terms and conditions hereinafter set forth and contained in the respective Lease Supplement relating to each Property, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, each Property.

2.2 Lease Term. The term of this Lease with respect to each Property (the “Term”) shall begin upon the earlier to occur of (a) the Property Closing Date for such Property or (b) the

date the Lessor takes title to such Property hereof (such date being referred to as the “Basic Term Commencement Date” for such Property) and shall end on July 30, 2008 (the “Basic Term Expiration Date”), unless the Term is earlier terminated in accordance with the provisions of this Lease or unless this Lease shall be renewed in accordance with Section 21.1 hereof. The Lessor and the Lessee acknowledge and agree that since the respective Property Closing Date (or date of Lessor taking title) for each Property has occurred prior to the Restatement Effective Date, the Term has already commenced (and is deemed to be in effect) with respect to the Properties in accordance with the first sentence of this Section 2.2.

2.3 Title. Each Property is leased to Lessee without any representation or warranty, express or implied, by Lessor and subject to the rights of parties in possession (if any), the existing state of title (including, without limitation, the Permitted Exceptions) and all applicable Legal Requirements. Lessee shall in no event have any recourse against Lessor for any defect in Lessor’s title to any Property other than for Lessor Liens.

2.4 Lease Supplements. On or prior to the Basic Term Commencement Date, Lessee and Lessor shall have each executed and delivered a Lease Supplement for the Property leased effective as of such Basic Term Commencement Date in substantially the form of Exhibit A hereto. Lessee hereby irrevocably appoints Lessor as Lessee’s attorney-in-fact, with power of substitution, in the name of Lessor or the name of Lessee or otherwise, to execute any Lease Supplement which Lessee has failed or refused to sign in accordance with the terms of this Section 2.4.

2.5 Subsidiaries as Lessee. Subject to the consent of the Administrative Agent and the delivery of such agreements and documents as the Administrative Agent may require (including without limitation the Guaranty of Tech Data), documents perfecting the liens of the Owner Trustee, Agent and Financing Parties under the Operative Agreements and written opinions of counsel for the Lessee and any applicable Subsidiary, a Subsidiary of Tech Data may become party to this Lease as a Lessee (each, an “alternative Lessee”) of a Property, and shall be liable (jointly and severally with Tech Data) for all obligations as Lessee. Without limiting the generality of the foregoing, (a) Tech Data shall remain fully liable for all obligations as Lessee with respect to each Property, and (b) Tech Data, as and on behalf of the Lessee with respect to each Property, shall have the right to give any notice, consent or waiver, to exercise any option permitted under any Operative Agreement, and to agree to any amendment or modification with respect to any Operative Agreement or any Property (and each alternative Lessee hereby grants to Tech Data an irrevocable power-of-attorney to take any such actions) without the necessity of obtaining any consent of any alternative Lessee, and any other party to the Operative Agreements shall be fully protected in relying on any such actions taken by Tech Data or (with respect to the applicable Property) by an alternative Lessee. Without limiting the generality of the foregoing, any Operative Agreement may be amended or modified without obtaining the consent of any alternative Lessee.

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ARTICLE III

3.1 Rent.

(a) Lessee shall pay Basic Rent on each Payment Date, and on any date on which this Lease shall terminate with respect to any or all Properties during the Term. The Lessor and the Lessee acknowledge and agree that since the respective Closing Date for each Property has occurred prior to the Restatement Effective Date, the Basic Rent Commencement Date has already occurred for each Property, and the Lessee must pay Basic Rent from and after the date hereof for each Property.

(b) Basic Rent shall be due and payable in lawful money of the United States and shall be paid in immediately available funds on the due date therefor (or within the applicable grace period) to such account or accounts as Lessor shall from time to time direct.

(c) Lessee’s inability or failure to take possession of all or any portion of any Property when it was delivered by Lessor, whether or not attributable to any act or omission of the Lessor, Lessee, or any other Person, or for any other reason whatsoever, shall not delay or otherwise affect Lessee’s obligation to pay Rent for such Property in accordance with the terms of this Lease.

3.2 Payment of Basic Rent. Basic Rent shall be paid absolutely net to Lessor or its designee, so that this Lease shall yield to Lessor the full amount of Basic Rent, without setoff, deduction or reduction.

3.3 Supplemental Rent. Lessee shall pay to Lessor or its designee or to the Person entitled thereto any and all Supplemental Rent promptly as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent, Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent. Without limiting the generality of the definition of “Supplemental Rent,” Lessee shall pay to Lessor as Supplemental Rent, among other things, on demand, to the extent permitted by applicable Legal Requirements, (a) any and all unpaid fees, charges, prepayment penalties, Taxes, insurance costs, indemnities, expenses, payments and other obligations (except the obligations of Lessor to pay the principal amount of the Loans and of the Lessee to pay the Lessor Amount) due and owing by Lessor or the Lessee under the Credit Agreement or any other Operative Agreement and (b) interest and Yield at the applicable Overdue Rate on any installment of Basic Rent not paid when due (subject to the applicable grace period) for the period for which the same shall be overdue and on any payment of Supplemental Rent not paid when due or demanded by the appropriate Person for the period from the due date or the date of any such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added, pursuant to any Operative Agreement

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or otherwise, in each case for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

3.4 Performance on a Non-Business Day. If any Basic Rent is required hereunder on a day that is not a Business Day, then such Basic Rent shall be due on the corresponding Scheduled Interest Payment Date. If any Supplemental Rent is required hereunder on a day that is not a Business Day, then such Supplemental Rent shall be due on the next succeeding Business Day.

3.5 Rent Payment Provisions. Lessee shall make payment of all Basic Rent and Supplemental Rent when due regardless of whether any of the Operative Agreements pursuant to which same is calculated and is owing shall have been rejected, avoided or disavowed in any bankruptcy or insolvency proceeding involving any of the parties to any of the Operative Agreements. Such provisions of such Operative Agreements and their related definitions are incorporated herein by reference and shall survive any termination, amendment or rejection of any such Operative Agreements.

ARTICLE IV

4.1 Utility Charges; Taxes. Lessee shall pay or cause to be paid all charges for electricity, power, gas, oil, water, telephone, sanitary sewer service and all other rents and utilities used in or on a Property and related real property during the Term. Lessee shall be entitled to receive any credit or refund with respect to any utility charge paid by Lessee, provided that Lessee must collect any such credit or refund from Lessor or the respective utility company (as the case may be) and shall not be entitled to offset any such amount owed to Lessee against Rent payable by the Lessee hereunder. Unless a Lease Default or Lease Event of Default shall have occurred and be continuing, the amount of any credit or refund received by Lessor on account of any utility charges paid by Lessee, net of the costs and expenses incurred by Lessor in obtaining such credit or refund, shall be promptly paid over to Lessee. In addition, Lessee shall pay or cause to be paid all taxes or tax assessments against a Property. All charges for utilities and all taxes or tax assessments imposed with respect to a Property for a billing period (or in the cases of tax assessments, a tax period) during which this Lease expires or terminates shall be adjusted and prorated on a daily basis between Lessor and Lessee, and each party shall pay or reimburse the other for such party’s pro rata share thereof.

ARTICLE V

5.1 Quiet Enjoyment. Subject to the rights of Lessor contained in Sections 17.2 and 17.3 and the other terms of this Lease and the other Operative Agreements and so long as no Lease Event of Default shall have occurred and be continuing, Lessee shall peaceably and quietly have, hold and enjoy each Property for the applicable Term, free of any claim or other action by Lessor or anyone rightfully claiming by, through or under Lessor (other than Lessee) with respect to any matters arising from and after the applicable Basic Term Commencement Date.

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ARTICLE VI

6.1 Net Lease. This Lease shall constitute a net lease. Lessee shall pay all operating expenses arising out of the use, operation or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations of Lessee hereunder be affected (except as expressly herein permitted and by performance of the obligations in connection therewith) by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Financing Party, Lessor, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee’s acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, quality or fitness for use of any Property or any part thereof; or (m) any other cause or circumstance whether similar or dissimilar to the foregoing and whether or not Lessee shall have notice or knowledge of any of the foregoing. The foregoing clause (j) shall not prevent the termination of the Lease in accordance with the terms hereof if the Lessee purchases all of the Properties pursuant to Section 20.1, or the termination of the Lease with respect to an individual Property if the Lessee purchases such Property pursuant to Section 20.1. The parties intend that the obligations of Lessee hereunder shall be covenants, agreements and obligations that are separate and independent from any obligations of Lessor hereunder and shall continue unaffected unless such covenants, agreements and obligations shall have been modified or terminated in accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have been specifically reviewed and subject to negotiation.

6.2 No Termination or Abatement. Lessee shall remain obligated under this Lease in accordance with its terms and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution, or other proceeding affecting Lessor, any other Person or any Governmental Authority, or any action with respect to this Lease or any Operative Agreement which may be taken by any trustee, receiver or liquidator of Lessor, any other Person or any Governmental Authority or by any court with respect to Lessor, any other Person or any Governmental Authority. Lessee hereby waives all right (a) to terminate or surrender this Lease (except as permitted under the terms of the Operative Agreements) or (b) to avail itself of any abatement, suspension, deferment, reduction, setoff, counterclaim or defense with respect to any Rent. Lessee shall remain obligated under this Lease in accordance with its terms and Lessee hereby waives any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid strict compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, Lessee shall be bound by all of the terms and conditions contained in this Lease.

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ARTICLE VII

7.1 Ownership of the Properties.

(a) Lessor and Lessee intend that for federal and all state and local income tax purposes and other tax purposes, for bankruptcy purposes, creditor’s rights purposes, environmental law purposes, for purposes of exercising remedies against the Lessee or the Properties, and for all other legal purposes (A) this Lease will be treated as a loan and financing arrangement and not a true lease, (B) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to owners of property similar to the Properties for such tax purposes, and (C) all payments of Basic Rent shall be deemed to be interest payments. Consistent with the foregoing, Lessee intends to claim depreciation and cost recovery deductions associated with the Property, and Lessor agrees not to take any inconsistent position on its income tax returns. Neither Lessor, the Agent nor any Financing Party makes any representation or warranty with respect to the foregoing matters described in this Section 7.1 and will assume no liability for the Lessee’s accounting or tax treatment of this transaction.

(b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee’s obligations hereunder, (i) this Lease shall be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting each of the Properties to the extent such is personal property and an irrevocable grant and conveyance of a lien and mortgage on each of the Properties to the extent such is real property; (ii) the acquisition of title (or to the extent applicable, a leasehold interest) in each Property referenced in Article II shall be deemed to be (A) a grant by Lessee to Lessor of a lien on and security interest in all of Lessee’s right, title and interest in and to each Property and all proceeds (including without limitation insurance proceeds) of any of the Property, whether in the form of cash, investments, securities or other property, and (B) an assignment by Lessee to Lessor of all rents, profits and income produced by any of the Property; and (iii) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable law. Lessor and Lessee shall promptly take such actions as may be necessary or advisable in either party’s opinion (including without limitation the filing of Uniform Commercial Code Financing Statements or Uniform Commercial Code Fixture Filings) to ensure that the lien and security interest in each Property will be deemed to be a perfected lien and security interest of first priority under applicable law and will be maintained as such throughout the Term.

ARTICLE VIII

8.1 Condition of the Properties. LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH PROPERTY “AS IS” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF (IF ANY), (C) ANY STATE OF FACTS WHICH AN

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ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, (D) ALL APPLICABLE LEGAL REQUIREMENTS AND (E) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE DATE OF THE APPLICABLE LEASE SUPPLEMENT. NEITHER LESSOR NOR THE AGENT NOR ANY FINANCING PARTY HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF ANY PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY (OR ANY PART THEREOF), AND NEITHER LESSOR NOR THE AGENT NOR ANY FINANCING PARTY SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF ANY PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT. THE LESSEE HAS OR WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT EACH PROPERTY AND THE IMPROVEMENTS THEREON (IF ANY), IS OR WILL BE (INSOFAR AS THE LESSOR, THE AGENT, EACH FINANCING PARTY ARE CONCERNED) SATISFIED WITH THE RESULTS OF ITS INSPECTIONS AND IS ENTERING INTO THIS LEASE SOLELY ON THE BASIS OF THE RESULTS OF ITS OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THE PRECEDING SENTENCE, AS BETWEEN THE LESSOR, THE AGENT, THE FINANCING PARTIES, ON THE ONE HAND, AND THE LESSEE, ON THE OTHER HAND, ARE TO BE BORNE BY LESSEE.

8.2 Possession and Use of the Properties.

(a) At all times during the Term with respect to each Property, such Property shall be used by Lessee in the ordinary course of its business. Lessee shall pay, or cause to be paid, all charges and costs required in connection with the use of the Properties as contemplated by this Lease. Lessee shall not commit or permit any waste of the Properties or any part thereof.

(b) Lessee represents and warrants that its location (as defined in Section 9-307 of the Uniform Commercial Code of any applicable jurisdiction) is Florida, and Lessee will provide Lessor with prior written notice of any change of such location. Regarding each Property, Lessee represents and warrants that each Lease Supplement correctly identifies the initial location of the related Equipment and Improvements and contains an accurate legal description for the related parcel of Land. Lessee has no other places of business where the Equipment or Improvements will be located other than those identified on the applicable Lease Supplement; provided that, so long as no Lease Event of Default shall have occurred and be continuing, it is understood that the Lessee may relocate any Equipment (not constituting fixtures) with an aggregate Property Cost of $1,000,000 or less over the Term from any Property to another Property.

(c) Lessee will not attach or incorporate any item of Equipment to or in any other item of equipment or personal property or to or in any real property (except the Land identified in the Lease Supplement in which such Equipment is also described) in a

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manner that could give rise to the assertion of any Lien (other than a Permitted Lien) on such item of Equipment by reason of such attachment or the assertion of a claim that such item of Equipment has become a fixture and is subject to a Lien in favor of a third party that is prior to the Liens thereon created by the Operative Agreements.

(d) Each Lease Supplement delivered under the terms of this Lease shall contain, in regard to the relevant Property, an Equipment Schedule that has a complete description of each item of Equipment, an Improvement Schedule that has a complete description of each Improvement and a legal description of the Land, to be leased hereunder as of such date. Simultaneously with the execution and delivery of each Lease Supplement, such Equipment, Improvements and Land shall be deemed to have been accepted by Lessee for all purposes of this Lease and to be subject to this Lease.

(e) At all times during the Term with respect to each Property, Lessee will comply with all obligations under, and (to the extent no Event of Default has occurred and is continuing and provided that such exercise will not impair the value of such Property) shall be permitted to exercise all rights and remedies under, all operation and easement agreements and related or similar agreements applicable to such Property.

ARTICLE IX

9.1 Compliance with Legal Requirements and Insurance Requirements. Subject to the terms of Article XIII relating to permitted contests, Lessee, at its sole cost and expense, shall (i) comply with all Legal Requirements (including without limitation all Environmental Laws), and all Insurance Requirements relating to the Properties, including the use, development, construction, operation, maintenance, repair, refurbishment and restoration thereof, whether or not compliance therewith shall require structural or extraordinary changes in the Improvements or interfere with the use and enjoyment of the Properties, and (ii) procure, maintain and comply with all licenses, permits, orders, approvals, consents and other authorizations required for the construction, use, maintenance and operation of the Properties and for the use, development, construction, operation, maintenance, repair and restoration of the Improvements.

ARTICLE X

10.1 Maintenance and Repair; Return.

(a) Lessee, at its sole cost and expense, shall maintain each Property in good condition, repair and working order (ordinary wear and tear excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary, structural or nonstructural, or foreseen or unforeseen, in each case as required by all Legal Requirements, Insurance Requirements, and manufacturer’s specifications and standards and on a basis consistent with the operation and maintenance of properties or equipment comparable in type and function to the applicable Property and in compliance with standard industry practice, subject, however, to the provisions of Article XV with respect to Condemnation and Casualty.

(b) Lessee shall not move or relocate any component of any Property beyond the boundaries of the Land described in the applicable Lease Supplement without

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Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided that it is understood that the Lessee may relocate Equipment (not constituting fixtures) with an aggregate Property Cost of $1,000,000 or less over the Term from any Property to another Property.

(c) If any material component of any Property becomes worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, will within a reasonable time replace such component with a replacement component which is free and clear of all Liens (other than Permitted Liens) and has a value, utility and useful life at least equal to the component replaced. All components which are added to any Property (other than Severable Improvements not financed by Fundings) shall immediately become the property of, and title thereto shall vest in, Lessor, and shall be deemed incorporated in such Property and subject to the terms of this Lease as if originally leased hereunder. Lessee may remove, without the Lessor’s consent, any Severable Improvements that were not financed by Fundings so long as Lessee (at its own expense) repairs any damage to the Property as the result of such removal in accordance with the terms of this Section 10.1.

(d) Upon reasonable advance notice, Lessor and its agents shall have the right to inspect each Property and all maintenance records with respect thereto at any reasonable time during normal business hours but shall not materially disrupt the business of Lessee and shall follow all security requirements and visitor’s rules.

(e) Lessor or the Agent (at Lessee’s sole expense) may cause to be prepared (at Lessee’s sole expense) any additional Appraisals (or reappraisals) as Lessor or the Agent may deem appropriate (i) if an Event of Default has occurred and is continuing, or (ii) if any one of Lessor, the Agent or, any Financing Party is required pursuant to any applicable Legal Requirement to obtain such an Appraisal (or reappraisal).

(f) Lessor shall under no circumstances be required to build any improvements on any Property, make any repairs, replacements, alterations or renewals of any nature or description to any Property, make any expenditure whatsoever in connection with this Lease or maintain any Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of any Property, and Lessee waives the right to (i) require Lessor to maintain, repair, or rebuild all or any part of any Property (unless such repairs are needed to cure damage to a Property caused by the gross negligence or willful misconduct of the Lessor), or (ii) make repairs at the expense of Lessor pursuant to any Legal Requirement, Insurance Requirement, contract, agreement, covenants, condition or restriction at any time in effect.

(g) Lessee shall, upon the expiration of the Term or earlier termination of this Lease with respect to a Property, if Lessee shall not have exercised its Purchase Option with respect to such Property, surrender such Property to Lessor, or the third party purchaser, as the case may be, subject to Lessee’s obligations under this Lease (including without limitation Sections 9.1, 10.1(a)-(f), 10.2, 11.1, 12.1, 15.1, 22.1 and 23.1).

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10.2 Environmental Inspection. If Lessee has given notice, pursuant to Section 20.1(b) of its election to remarket the Properties pursuant to Section 22.1 then in any Pool not more than one hundred twenty (120) days nor less than sixty (60) days prior to the Expiration Date, Lessee shall, at its sole cost and expense, provide to Lessor and the Agent a report by a reputable environmental consultant selected by Lessee, which report shall be in form and substance reasonably satisfactory to Lessor and the Agent and shall include without limitation a “Phase I” environmental report (or update of a prior “Phase I” report that was previously delivered to the Lessor and the Agent) on each of the Properties in such Pool. If the report delivered pursuant to the preceding sentence recommends that a “Phase II” report or other supplemental report be obtained, the Lessee shall, at its own cost and expense, not less than thirty (30) days prior to the Expiration Date, provide to Lessor and the Agent such “Phase II” or other report, in form and substance reasonably satisfactory to Lessor and the Agent. If Lessee fails to provide such Phase I, Phase II or other supplemental reports with respect to any Property in such Pool within the time periods required by this Section 10.2, or if such report or reports are not satisfactory in scope or content to the Agent or the Lessor (in their sole discretion), then notwithstanding any other provision of this Lease, Lessor may require Lessee to purchase all of the Properties in such Pool on the Expiration Date for the Termination Value thereof, plus all Rent due and payable, and all other amounts due and owing under any Operative Agreement.

ARTICLE XI

11.1 Modifications. Lessee at its sole cost and expense, at any time and from time to time without the consent of Lessor may make alterations, renovations, improvements and additions to any Property or any part thereof and substitutions and replacements therefor (collectively, “Modifications”) (and shall make any Modification required by applicable Legal Requirements or by any Governmental Authority); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement, no Modification shall materially impair the value, utility or useful life of any Property from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including without limitation the obtaining of all permits and certificates of occupancy, and the structural integrity of any Property shall not be adversely affected; (iv) to the extent required by Section 14.2(a), Lessee shall maintain builders’ risk insurance at all times when a Modification is in progress; (v) subject to the terms of Article XIII relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens (other than Permitted Liens) arising with respect to the Modification; (vi) such Modification shall comply with the requirements of this Lease (including without limitation Sections 8.2 and 10.1); and (vii) no Improvements shall be demolished unless (x) such Improvement is a Severable Improvement and (y) Lessee shall finance the proposed Modification outside of this lease facility. Modifications that are Severable Improvements shall become property of the Lessee, and title to such Modifications shall rest with the Lessee. Except as set forth in the immediately preceding sentence, title to each Modification shall immediately vest in Lessor, and each such Modification shall be subject to this Lease.

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ARTICLE XII

12.1 Warranty of Title.

(a) Lessee agrees that, except as otherwise provided herein and subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, (i) any Lien, defect, attachment, levy, title retention agreement or claim upon any Property or any Modifications or (ii) any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by the Agent pursuant to the Credit Agreement, in each case other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to a Property, and Lessee represents and warrants to, and covenants with, Lessor that the Liens in favor of the Lessor created by the Operative Agreements are first priority perfected Liens subject only to Permitted Liens.

(b) Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, expressed or implied, to or for the performance by any contractor, mechanic, laborer, materialman, supplier or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or any part thereof. NOTICE IS HEREBY GIVEN THAT LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING A PROPERTY OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC’S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO ANY PROPERTY.

ARTICLE XIII

13.1 Permitted Contests Other Than in Respect of Indemnities. Except to the extent otherwise provided for in Section 13 of the Participation Agreement, Lessee, on its own or on Lessor’s behalf but at Lessee’s sole cost and expense, may contest, by appropriate administrative or judicial proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Legal Requirement, or utility charges payable pursuant to Section 4.1 or any Lien, attachment, levy, encumbrance or encroachment, and Lessor agrees not to pay, settle or otherwise compromise any such item, provided that (a) the commencement and continuation of such proceedings shall suspend the collection of any such contested amount from, and suspend the enforcement thereof against, the applicable Properties, Lessor, the Agent and each Financing Party; (b) there shall not be imposed a Lien (other than Permitted Liens) on any Property and no part of any Property nor any Rent shall be in any danger of being sold, forfeited, lost or deferred; (c) at no time during the permitted contest shall there be a risk of the imposition of criminal liability or material civil liability on Lessor, the Agent or any Financing Party for failure to comply therewith; and (d) in the event that, at any time, there shall be a material risk of extending the application of such item beyond the end of the Term, then Lessee shall deliver to Lessor an Officer’s Certificate certifying as to the matters set forth in clauses (a), (b) and (c) of this Section 13.1. Lessor, at Lessee’s sole cost and expense, shall execute and

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deliver to Lessee such authorizations and other documents as may reasonably be required in connection with any such contest and, if reasonably requested by Lessee, shall join as a party therein at Lessee’s sole cost and expense.

ARTICLE XIV

14.1 Public Liability and Workers’ Compensation Insurance. During the Term of each Property, Lessee shall procure and carry, at Lessee’s sole cost and expense, commercial general liability insurance for claims for injuries or death sustained by persons or damage to property while on the Properties or the premises where the Equipment is located and such other public liability coverages as are then customarily carried by similarly situated companies conducting business similar to that conducted by Lessee. Such insurance shall be on terms and in amounts (and with deductibles and limitations on coverage) that are (a) reasonably satisfactory to Lessor and the Agent and (b) no less favorable than insurance maintained by Lessee with respect to similar properties and equipment that it owns and are then carried by similarly situated companies conducting business similar to that conducted by Lessee. The policies shall be endorsed to name Lessor, the Agent and the Financing Parties as additional insureds. The policies shall also specifically provide that such policies shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which Lessor, the Agent or any Financing Party may have in force. Lessee shall, in the operation of the Properties, comply with the applicable workers’ compensation laws and protect Lessor, the Agent and each Financing Party against any liability under such laws.

14.2 Hazard and Other Insurance.

(a) During the Term for each Property, Lessee shall keep, or cause to be kept, such Property insured against loss or damage by fire and all other risks, and shall maintain builders’ risk insurance during construction of any Improvements or Modifications, in each case in amounts not less than the replacement value from time to time of such Property and on terms that (i) are no less favorable than insurance covering other similar properties owned by Lessee and (ii) are then carried by similarly situated companies conducting business similar to that conducted by Lessee. The policies shall be endorsed to name Lessor and the Agent (for itself and on behalf of the Financing Parties), to the extent of their respective interests, as additional insureds and loss payees; provided, that so long as no Lease Event of Default has occurred and is continuing, any loss payable under the insurance policies required by this Section will be paid to Lessee.

(b) If, during the Term with respect to a Property the area in which such Property is located is designated a “flood-prone” area pursuant to the Flood Disaster Protection Act of 1973, or any amendments or supplements thereto, then Lessee shall comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973. In addition, Lessee will fully comply with the requirements of the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as each may be amended from time to time, and with any other Legal Requirement concerning flood insurance to the extent that it may apply to any such Property.

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14.3 Coverage.

(a) As of the date of this Lease and annually thereafter, Lessee shall furnish Lessor and the Agent with certificates prepared by the insurers or insurance broker of Lessee showing the insurance required under Sections 14.1 and 14.2 to be in effect, naming (except with respect to workers’ compensation insurance) Lessor, the Agent and each Financing Party as an additional insured on all insurance described in Section 14.1, and the Agent (for itself and on behalf of the Financing Parties) as additional insured and loss payee on all insurance described in Section 14.2, and in each case evidencing the other requirements of this Article XIV. All such insurance shall be at the cost and expense of Lessee and provided by nationally recognized, financially sound insurance companies with an A.M. Best rating of not less than A- (A minus). Such certificates shall include a provision for thirty (30) days’ advance written notice by the insurer to Lessor and the Agent in the event of cancellation or material alteration of such insurance. If a Lease Event of Default has occurred and is continuing and Lessor so requests, Lessee shall deliver to Lessor copies of all insurance policies required by Sections 14.1 and 14.2.

(b) Lessee agrees that any insurance policy required by Sections 14.1, 14.2(a) and 14.2(b) shall include an appropriate provision that in respect of the interests of each additional insured, such policy will not be invalidated should Lessee waive any or all rights of recovery against any party for losses covered by such policy or due to any breach of warranty, fraud, action, inaction or misrepresentation by Lessee or any Person acting on behalf of Lessee. Lessee hereby waives any and all such rights against the Lessor, the Agent and the Financing Parties to the extent of payments made to any such Person under any such policy.

(c) Neither Lessor nor Lessee shall carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIV, except that Lessor may carry separate liability insurance at Lessor’s sole cost so long as (i) Lessee’s insurance is designated as primary and in no event excess or contributory to any insurance Lessor may have in force which would apply to a loss covered under Lessee’s policy and (ii) each such insurance policy will not cause Lessee’s insurance required under this Article XIV to be subject to a coinsurance exception of any kind.

(d) Lessee shall pay as they become due all premiums for the insurance required by Section 14.1 and Section 14.2, shall renew or replace each policy prior to the expiration date thereof, and shall otherwise maintain the coverage required by such Sections without any lapse in coverage.

14.4 Additional Insurance Requirements. Without limiting the generality of Sections 14.1 through 14.3 above or any other provision of any Operative Agreement, Lessee shall obtain any and all additional insurance policies with regard to the Properties or otherwise with respect to the transactions contemplated by the Operative Agreements, as requested from time to time by Lessor.

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ARTICLE XV

15.1 Casualty and Condemnation.

(a) Subject to the provisions of this Article XV and Article XVI (in the event Lessee delivers, or is obligated to deliver, a Termination Notice), and prior to the occurrence and continuation of a Lease Default or Lease Event of Default, Lessee shall be entitled to receive (and Lessor hereby irrevocably assigns to Lessee all of Lessor’s right, title and interest in) any award, compensation or insurance proceeds under Sections 14.2(a) or (b) hereof to which Lessee or Lessor may become entitled by reason of their respective interests in a Property (i) if all or a portion of such Property is damaged or destroyed in whole or in part by a Casualty or (ii) if the use, access, occupancy, easement rights or title to such Property or any part thereof is the subject of a Condemnation; provided, however, if a Lease Default or Lease Event of Default shall have occurred and be continuing such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor and held in accordance with the terms of this paragraph (a). All amounts held by Lessor hereunder on account of any award, compensation or insurance proceeds either paid directly to Lessor or turned over to Lessor shall be held as security for the performance of Lessee’s obligations hereunder.

(b) Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee’s reasonable request, and at Lessee’s sole cost and expense, Lessor and the Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment.

(c) If Lessee shall receive notice of a Casualty or a possible Condemnation of a Property or any interest therein where damage to the affected Property is estimated to equal or exceed ten percent (10%) of the Property Cost of such Property, Lessee shall give notice thereof to the Lessor and to the Agent promptly after the receipt of such notice.

(d) In the event of a Casualty or a Condemnation (regardless of whether notice thereof must be given pursuant to paragraph (c)), this Lease shall terminate with respect to the applicable Property in accordance with Section 16.1 if Lessee, within thirty (30) days after such occurrence, delivers to Lessor and the Agent a Termination Notice to such effect.

(e) If, pursuant to this Section 15.1, this Lease shall continue in full force and effect following a Casualty or Condemnation with respect to the affected Property, Lessee shall, at its sole cost and expense and using, if available, the proceeds of any award, compensation or insurance with respect to such Casualty or Condemnation (including, without limitation, any such award, compensation or insurance which has been received by the Agent and which should be turned over to Lessee pursuant to the

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terms of the Operative Agreements, and if not available or sufficient, using its own funds), promptly and diligently repair any damage to the applicable Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1, using the as-built plans and specifications or manufacturer’s specifications for the applicable Improvements or Equipment (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Property and all applicable Legal Requirements), so as to restore the applicable Property to substantially the same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation. In such event, title to the applicable Property shall remain with Lessor.

(f) In no event shall a Casualty or Condemnation with respect to which this Lease remains in full force and effect under this Section 15.1 affect Lessee’s obligations to pay Rent pursuant to Section 3.1.

(g) Notwithstanding anything to the contrary set forth in Section 15.1(a) or Section 15.1(e), if during the Term with respect to a Property a Casualty occurs with respect to such Property or Lessee receives notice of a Condemnation with respect to such Property, and following such Casualty or Condemnation, (i) the applicable Property cannot reasonably be restored, repaired or replaced on or before the 180th day prior to the Expiration Date to substantially the same condition as existed immediately prior to such Casualty or Condemnation, or (ii) on or before such day such Property is not in fact so restored, repaired or replaced, then Lessee shall be required to purchase such Property on the next Payment Date and pay Lessor the Termination Value for such Property, plus any and all Rent then due and owing, plus all other amounts then due and owing (including without limitation amounts described in clause FIRST of Section 22.2).

15.2 Environmental Matters. Promptly upon Lessee’s actual knowledge of the presence of Hazardous Substances in any portion of any Property (or in any other property that is not subject to this Lease if Lessee has reason to believe that such Hazardous Substances may be caused by an emission from or on, or a condition on, any Property) in concentrations and conditions that constitute an Environmental Violation and as to which, in the reasonable opinion of Lessee, the cost to undertake any legally required response, clean up, remedial or other action might result in a cost to Lessee or loss in the value of such Property of more than $100,000, Lessee shall notify Lessor in writing of such condition. In the event of any Environmental Violation (regardless of whether notice thereof must be given to Lessor pursuant to the preceding sentence), Lessee shall, not later than sixty (60) days after Lessee has actual knowledge of such Environmental Violation, either deliver to Lessor a Termination Notice with respect to the applicable Property or Properties pursuant to Section 16.1, if applicable, or, at Lessee’s sole cost and expense, promptly and diligently undertake and complete any response, clean up, remedial or other action necessary to remove, cleanup or remediate the Environmental Violation in accordance with all Environmental Laws. If Lessee does not deliver a Termination Notice with respect to such Property pursuant to Section 16.1, Lessee shall, upon completion of remedial action by Lessee, cause to be prepared by a reputable environmental consultant acceptable to Lessor a report describing the Environmental Violation and the actions taken by Lessee (or its agents) in response to such Environmental Violation, and a statement by the consultant that the Environmental Violation has been remedied in full compliance with applicable Environmental Law.

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15.3 Notice of Environmental Matters. Promptly, but in any event within thirty (30) days from the date Lessee has actual knowledge thereof, Lessee shall provide to Lessor written notice of any pending or threatened Environmental Claim involving any Environmental Law or any Release on or in connection with any Property. All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and Lessee’s proposed response thereto. In addition, Lessee shall provide to Lessor, within five (5) Business Days of receipt, copies of all material written communications with any Governmental Authority relating to any Environmental Law in connection with any Property. Lessee shall also promptly provide such detailed reports of any such material Environmental Claims as may reasonably be requested by Lessor.

ARTICLE XVI

16.1 Termination Upon Certain Events. If any of the following occur: (i) if the requirements of Section 15.1(c) are satisfied, or (ii) if the requirements of Section 15.1(d) are satisfied and Lessee has determined pursuant to such section that following the applicable Casualty or Condemnation this Lease shall terminate with respect to the affected Property, or (iii) Lessee has determined pursuant to the second sentence of Section 15.2 that, due to the occurrence of an Environmental Violation, this Lease shall terminate with respect to the affected Property, then Lessee shall be obligated to deliver, within sixty (60) days of its receipt of notice of the applicable Condemnation or the occurrence of the applicable Casualty or Environmental Violation, a written notice to the Lessor in the form described in Section 16.2(a) (a “Termination Notice”) of the termination of this Lease with respect to the applicable Property.

16.2 Procedures.

(a) A Termination Notice shall contain: (i) notice of termination of this Lease with respect to the affected Property on a Payment Date not more than sixty (60) days after Lessor’s receipt of such Termination Notice (the “Termination Date”); and (ii) a binding and irrevocable agreement of Lessee to pay the Termination Value for the applicable Property, any and all Rent then due and owing and all other amounts then due and owing from Lessee under any of the Operative Agreements (including without limitation amounts described in clause FIRST of Section 22.2) and purchase such Property on such Termination Date.

(b) On each Termination Date, Lessee shall pay to Lessor the Termination Value for the applicable Property, any and all Rent then due and owing and all other amounts then due and owing from Lessee under any of the Operative Agreements (including without limitation amounts described in clause FIRST of Section 22.2), and Lessor shall convey such Property, or the remaining portion thereof, if any, to Lessee (or Lessee’s designee), all in accordance with Section 19.1.

ARTICLE XVII

17.1 Lease Events of Default. If any one or more of the following events (each a “Lease Event of Default”) shall occur:

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(a) Lessee shall fail to make payment of (i) any Basic Rent on the date the same is due or (ii) any Termination Value or Maximum Residual Guaranty Amount, on the date any such payment is due, or any payment of Basic Rent or Supplemental Rent due on the due date of any such payment of Termination Value or Maximum Residual Guaranty Amount, or any amount due on the Expiration Date;

(b) Lessee shall fail to make payment of any Supplemental Rent (other than Supplemental Rent referred to in Section 17(a)(ii)) due and payable within three (3) days after receipt of notice that such payment is due;

(c) Lessee shall fail to maintain insurance of the types, in the respective amounts and coverages, with the respective loss payees, additional insureds and insurors required by Article XIV of this Lease;

(d) Lessee or any Guarantor shall fail to observe or perform any term, covenant or provision (including without limitation the Incorporated Covenants) under this Lease or any other Operative Agreement to which Lessee or such Guarantor is a party other than those set forth in Sections 17.1(a), (b) (c) or (g) hereof, and such failure shall remain uncured for a period of thirty (30) days after the earlier of receipt of written notice from Lessor thereof or a Responsible Officer of Lessee becomes aware of such failure;

(e) The breach of any financial covenant or negative covenant set forth or incorporated by reference in Section 10.3A of the Participation Agreement (including without limitation any covenant set forth in Article VII or Article VIII of the Amended Tech Data Credit Agreement, to the extent incorporated by reference in Section 10.3A of the Participation Agreement);

(f) Other Defaults. The Lessee or any Guarantor fails to perform or observe any other covenant or agreement (not specified in subsection (a) through (e) above) contained in any Operative Agreement on its part to be performed or observed and such failure continues for 30 days;

(g) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Lessee or any Guarantor herein, in any other Operative Agreement, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made;

(h) Cross-Default. (i) The Lessee, any Guarantor or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount of more than the Threshold Amount, or (B) fails to observe or

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perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Lessee or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Lessee, such Guarantor or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Lessee, such Guarantor or such Subsidiary as a result thereof is greater than the Threshold Amount; (iii) there occurs a Termination Event (as defined in the Transfer and Administration Agreement) under the Transfer and Administration Agreement which Termination Event is not cured or waived; (iv) there occurs a termination event or event of default under any other Trade Receivables Purchase Facility which termination event or event of default is not cured or waived within any applicable grace period; or (v) there occurs any termination event or event of default under any European Trade Receivables Purchase Documents or any Senior Parity Debt which is not cured or waived within any applicable grace period;

(i) Insolvency Proceedings, Etc. The Lessee, any Guarantor or any of their Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; provided, however, that if a Foreign Subsidiary is being liquidated in a transaction otherwise permitted by the Operative Agreements and not involving (i) the bankruptcy, insolvency, or any failure to pay obligations of such Subsidiary, the Lessee or any other Subsidiary, (ii) the application of any Debtor Relief Law, or (iii) any claim of any creditor, and if applicable foreign Law requires the appointment of a liquidator to accomplish such liquidation in the jurisdiction where such Foreign Subsidiary is organized, then the mere appointment and operation of a liquidator for such purpose in such circumstances shall not constitute an Event of Default under this clause (i);

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(j) Inability to Pay Debts; Attachment. (i) The Lessee or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy;

(k) Judgments. There is entered against the Lessee, any Guarantor or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by insurance provided by a Person described in Section 7.07 of the Amended Tech Data Credit Agreement as to which the insurer (and any insurance or reinsurance company reinsuring any such exposure) does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;

(l) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Lessee under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Lessee or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount;

(m) Invalidity of Loan Documents. Any Operative Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or Lessee or any Guarantor contests in any manner the validity or enforceability of any Operative Agreement; or Lessee or any Guarantor denies that it has any or further liability or obligation under any Operative Agreement, or purports to revoke, terminate or rescind any Operative Agreement;

(n) Change of Control. There occurs any Change of Control with respect to the Lessee;

(o) Any material Environmental Violation shall have occurred and be continuing; or

(p) Any material adverse change in (i) the business, condition (financial or otherwise) assets, liabilities or operations of Tech Data or any of its Subsidiaries, (ii) the ability of the Lessee or any of their Subsidiaries to perform its respective obligations

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under any Operative Agreement to which it is a party, or (iii) the validity, priority or enforceability of any Lien on any Property created by any of the Operative Agreements,

then, in any such event, Lessor may, in addition to the other rights and remedies provided for in this Article XVII and in Section 18.1, terminate this Lease by giving Lessee fifteen (15) days notice of such termination, and this Lease shall terminate, and all rights of Lessee under this Lease shall cease. Lessee shall, to the fullest extent permitted by law, pay as Supplemental Rent all costs and expenses incurred by or on behalf of Lessor, including without limitation reasonable fees and expenses of counsel, as a result of any Lease Event of Default hereunder.

17.2 Surrender of Possession. If a Lease Event of Default shall have occurred and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessee shall, upon thirty (30) days written notice, surrender to Lessor possession of the Properties. Lessor may enter upon and repossess the Properties by such means as are available at law or in equity, and may remove Lessee and all other Persons and any and all personal property and Lessee’s equipment and personalty and severable Modifications from the Properties. Lessor shall have no liability by reason of any such entry, repossession or removal performed in accordance with applicable law. Upon the written demand of Lessor, Lessee shall return the Properties promptly to Lessor, in the manner and condition required by, and otherwise in accordance with the provisions of, Section 22.1(c) hereof. During the five (5) days immediately following the repossession of any Property by the Lessor pursuant to Section 17.2, Lessee may, under the supervision of the Lessor and during business hours, remove Lessee’s equipment and personalty and Severable Improvements not funded with the proceeds of Fundings.

17.3 Reletting. If a Lease Event of Default shall have occurred and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessor may, but shall be under no obligation to, relet any or all of the Properties, for the account of Lessee or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such conditions (which may include concessions or free rent) and for such purposes as Lessor may determine, and Lessor may collect, receive and retain the rents resulting from such reletting. Lessor shall not be liable to Lessee for any failure to relet any Property or for any failure to collect any rent due upon such reletting.

17.4 Damages. Neither (a) the termination of this Lease as to all or any of the Properties pursuant to Section 17.1; (b) the repossession of all or any of the Properties; nor (c) the failure of Lessor to relet all or any of the Properties, the reletting of all or any portion thereof, nor the failure of Lessor to collect or receive any rentals due upon any such reletting, shall relieve Lessee of its liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. If any Lease Event of Default shall have occurred and be continuing and notwithstanding any termination of this Lease pursuant to Section 17.1, Lessee shall forthwith pay to Lessor all Rent and other sums due and payable hereunder to and including the date of such termination. Thereafter, on the days on which the Basic Rent or Supplemental Rent, as applicable, are payable under this Lease or would have been payable under this Lease if the same had not been terminated pursuant to Section 17.1 and until the end of the Term hereof or what would have been the Term in the absence of such termination, Lessee shall pay Lessor,

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as current liquidated damages (it being agreed that it would be impossible accurately to determine actual damages) an amount equal to the Basic Rent and Supplemental Rent that are payable under this Lease or would have been payable by Lessee hereunder if this Lease had not been terminated pursuant to Section 17.1, provided that Lessee’s obligation to make payments of Basic Rent and Supplemental Rent under this Section 17.4 shall continue only so long as Lessor shall not have received the amounts specified in Section 17.5. The amount of Lessee’s liabilities and obligations under this Lease shall not be reduced or offset by any proceeds Lessor may receive from any reletting of any Property, except that the net proceeds, if any, which are actually received by Lessor from reletting of any Property shall be offset against the final liquidated damages amount specified in Section 17.5. In calculating the amount of such net proceeds from reletting, there shall be deducted all of Lessor’s, the Agent’s and any Financing Party’s reasonable expenses in connection therewith, including repossession costs, brokerage or sales commissions, fees and expenses of counsel and any necessary repair or alteration costs and expenses incurred in preparation for such reletting. To the extent Lessor receives any damages pursuant to this Section 17.4, such amounts shall be regarded as amounts paid on account of Rent. Lessee specifically acknowledges and agrees that its obligations under this Section 17.4 shall be absolute and unconditional under any and all circumstances and shall be paid or performed, as the case may be, without notice or demand and without any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever.

17.5 Final Liquidated Damages. If a Lease Event of Default shall have occurred and be continuing, whether or not this Lease shall have been terminated pursuant to Section 17.1 and whether or not Lessor shall have collected any current liquidated damages pursuant to Section 17.4, Lessor shall have the right to recover, by demand to Lessee and at Lessor’s election, and Lessee shall pay to Lessor, as and for final liquidated damages, but exclusive of the indemnities payable under Section 13 of the Participation Agreement, and in lieu of all current liquidated damages beyond the date of such demand (it being agreed that it would be impossible accurately to determine actual damages) the sum of (a) the Termination Value for all Properties remaining under this Lease, plus (b) all other amounts owing in respect of Rent, Supplemental Rent and other amounts then due and payable by Lessee under this Lease or any other Operative Agreement. It is intended and agreed that the foregoing amount is and will be liquidated damages and not a penalty. Upon payment of the amount specified pursuant to the first sentence of this Section 17.5, Lessee shall be entitled to receive from Lessor, either at Lessee’s request or upon Lessor’s election, in either case at Lessee’s cost, an assignment of Lessor’s entire right, title and interest in and to the Properties, the Improvements, Fixtures, Modifications and Equipment, in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Lease (including the release of any memoranda of Lease or the Lease Supplement recorded in connection therewith) and any Lessor Liens. The Properties shall be conveyed to Lessee “AS IS” “WHERE IS” and in their then present physical condition. If any statute or rule of law shall limit the amount of such final liquidated damages to less than the amount agreed upon, Lessor shall be entitled to the maximum amount allowable under such statute or rule of law; provided, however, Lessee shall not be entitled to receive an assignment of Lessor’s interest in the Properties, the Improvements, Fixtures, Modifications or Equipment or documents unless Lessee shall have paid in full the Termination Value and all other amounts due and owing by Lessee hereunder and under the other Operative Agreements. Lessee specifically acknowledges and agrees that its obligations under this Section 17.5 shall be absolute and unconditional under any and all circumstances and shall be paid or performed, as the case may

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be, without notice or demand (except as otherwise specifically provided herein) and without any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever.

17.6 Waiver of Certain Rights. If this Lease shall be terminated pursuant to Section 17.1, Lessee waives, to the fullest extent permitted by law, (a) any notice of re-entry or the institution of legal proceedings to obtain re-entry or possession; (b) any right of redemption, re-entry or possession; (c) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt; and (d) any other rights which might otherwise limit or modify any of Lessor’s rights or remedies under this Article XVII.

17.7 Assignment of Rights Under Contracts. If a Lease Event of Default shall have occurred and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessee shall upon Lessor’s demand immediately assign, transfer and set over to Lessor all of Lessee’s right, title and interest in and to each agreement executed by Lessee in connection with the purchase, construction, development, use or operation of the Properties (including, without limitation, all right, title and interest of Lessee with respect to all warranty, performance, service and indemnity provisions), as and to the extent that the same relate to the purchase, construction, use and operation of the Properties.

17.8 Environmental Costs. If a Lease Event of Default shall have occurred and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessee shall pay directly to any third party (or at Lessor’s election, reimburse Lessor) for the cost of any environmental testing or remediation work undertaken respecting any Property as such testing or work is deemed appropriate in the reasonable judgment of Lessor. Lessee shall pay all amounts referenced in the immediately preceding sentence immediately upon the request by Lessor for such payment.

17.9 Remedies Cumulative. The remedies herein provided shall be cumulative and in addition to (and not in limitation of) any other remedies available at law, equity or otherwise, including, without limitation, any mortgage foreclosure remedies.

17.10 Notice of Default or Event of Default. Lessee shall promptly notify the Lessor and the Agent if any Responsible Officer of Lessee has received notice, or has actual knowledge, of any Default or Event of Default.

17.11 Lessee’s Option to Cure by Purchase of All Properties. Notwithstanding anything in this Lease or in any of the other Operative Agreements to the contrary, the Lessee may cure a Lease Event of Default by purchasing all (but not less than all) of the Properties, such purchase to be consummated in accordance with Sections 19.1 and 20.1, except that such purchase must be consummated not more than 10 days after Lessee gives notice to the Agent and the Lessor of Lessee’s option to purchase the Properties The purchase price for the Properties shall be as set forth in Section 20.1, and shall include without limitation the Termination Value for all of the Properties and all Rent then due and owing and all other amounts then due and owing by the Lessee under this Lease or under any other Operative Agreement (including without limitation (a) any compensation that may be required pursuant to Section 13.3(b) or 13.4 of Participation Agreement, and (b) amounts, if any, described in clause FIRST of Section 22.2).

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17.12 Liability Limited. Notwithstanding the provisions of Section 17.5, the Lessee’s recourse liability to Lessor as a consequence of the occurrence of a Limited Event of Default shall be limited to the payment by the Lessee of the Maximum Residual Guaranty Amount; provided, however if Lessee or any Guarantor agrees or acknowledges in writing that an Event of Default has occurred, then the Lessor shall be entitled to exercise any of the remedies set forth in the Section 17.5.

ARTICLE XVIII

18.1 Lessor’s Right to Cure Lessee’s Lease Defaults. Lessor, without waiving or releasing any obligation or Lease Event of Default, may (but shall be under no obligation to) remedy any Lease Event of Default for the account and at the sole cost and expense of Lessee, including the failure by Lessee to maintain the insurance required by Article XIV, and may, to the fullest extent permitted by law, and notwithstanding any right of quiet enjoyment in favor of Lessee, enter upon any Property, or real property owned or leased by Lessee, take all such action thereon as may be necessary or appropriate therefor, and inspect or copy any records relating to any Property or the transactions contemplated hereby (and Lessee shall make available to Lessor, for inspection thereof, any such records). No such entry shall be deemed an eviction of any lessee. All reasonable out-of-pocket costs and expenses so incurred (including without limitation reasonable fees and expenses of counsel), together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid by Lessor, shall be paid by Lessee to Lessor on demand.

ARTICLE XIX

19.1 Provisions Relating to Lessee’s Exercise of its Purchase Option. Subject to Section 19.2, in connection with any termination of this Lease with respect to any Property pursuant to the terms of Section 16.1, or in connection with Lessee’s exercise of its Purchase Option or its option to purchase any Property pursuant to Section 20.1, upon the date on which this Lease is to terminate with respect to a Property or all of the Properties in any Pool, and upon tender by Lessee of the amounts set forth in Sections 16.2(b) or 20.1, as applicable, Lessor shall execute and deliver to Lessee (or to Lessee’s designee) at Lessee’s cost and expense a special warranty deed and quit claim bill of sale with respect to the applicable Property, in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Lease and any Lessor Liens attributable to Lessor but without any other warranties (of title or otherwise) from the Lessor. The Lessor’s interest in the applicable Property shall be conveyed to Lessee (or to Lessee’s designee) “AS IS” “WHERE IS” and in then present physical condition. In addition, Lessor shall, upon Lessee’s request and at Lessee’s expense, execute and deliver any documents (including any appropriate releases of or amendments to financing statements or recorded memoranda of this Lease) necessary to release the Lien of this Lease on the applicable Property.

19.2 No Termination With Respect to Less than All of a Property. Lessee shall not be entitled to exercise its Purchase Option separately with respect to Property consisting of Land, Equipment and Improvements but shall be required to exercise its Purchase Option with respect to an entire Property.

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ARTICLE XX

20.1 Purchase Prior to End of Term; Purchase, Renewal or Sale Option; Purchase of Excess Land.

(a) Purchase Option Prior to End of Term. Provided that (subject to Section 17.11) no Default or Event of Default shall have occurred and be continuing and provided that the Election Notice referred to in Section 20.1(b) has not been delivered, Lessee shall have the option, exercisable by giving the Agent and Lessor no less than thirty (30) days written notice of Lessee’s election to exercise such option, to purchase any Property, on the date identified in such written notice, at a price equal to the Termination Value for such Property and all Rent then due and owing and all other amounts then due and owing (by the Lessee) under this Lease or under any other Operative Agreement with respect to such Property and as a result of such Purchase (including without limitation amounts, if any, described in clause FIRST of Section 22.2) (which the parties do not intend to be a “bargain” purchase price); and, upon receipt of such amount, Lessor shall transfer to Lessee (or Lessee’s designee) all Lessor’s right, title and interest in and to such Property in accordance with Section 19.1 as of the Business Day on which such purchase occurs; provided that the Lessee may not purchase more than four Properties pursuant to this Section 20.1(a). For the avoidance of doubt Lessee may purchase Properties pursuant to this Section 20.1(a) in one or more transactions and the purchase of Excess Land shall not constitute a purchase of a Property pursuant to this Section 20.1(a).

(b) Purchase, Renewal or Sale Option at End of Term. (i) Not less than nine months prior to the Expiration Date, Lessee may give Lessor and Agent irrevocable written notice (a “Renewal Notice”) that Lessee is electing to exercise the option to renew the Lease with respect to all but not less than all, of the Properties on such Expiration Date (pursuant to Section 21.1 the “Renewal Option”) or (ii) provided that no notice pursuant to clause (i) above shall have been delivered and the Financing Parties shall have agreed to renew the Lease, not less than 180 days prior to the Expiration Date, Lessee may give Lessor and Agent irrevocable written notice (the “Election Notice”) that Lessee is electing to exercise either (a) the option to purchase all, but not less than all, of the Properties in any Pool on such Expiration Date (the “Purchase Option”) or (b) the option to remarket all of the Properties in any Pool and cause a sale of all of the Properties in such Pool pursuant to the terms of Section 22.1 (the “Sale Option”), such sale to occur on such Expiration Date. If Lessee does not give an Election Notice or Renewal Notice as set forth above, then Lessee shall be deemed to have elected the Purchase Option for the Expiration Date. Lessor shall have no obligation to sell any Property unless all of the Properties in the related Pool are sold on the Expiration Date. If Lessee shall (i) elect (or be deemed to elect) to exercise the Purchase Option, or (ii) elect to remarket all of the Properties in a Pool pursuant to Section 22.1 and fail to deliver the environmental report required by Section 10.2 at the time specified in such Section or fail to comply with its other obligations under Section 22.1, then in each case, Lessee shall pay to Lessor on the Expiration Date an amount (the “Purchase Option Price”) equal to the Termination Value for all the Properties in such Pool (which the parties do not intend to be a “bargain” purchase) plus all Rent and other amounts then due and payable (by

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Lessee) under this Lease or under any other Operative Agreement (including without limitation the amounts described in clause FIRST of Section 22.2) with respect to such Pool, and, upon receipt of such amount, Lessor shall transfer to Lessee (or Lessee’s designee) all of Lessor’s right, title and interest in and to the Properties in such Pool in accordance with Section 19.1 and the Term of this Lease shall terminate. Lessee may not elect the Sale Option, and Lessor shall have no obligation to sell any Property pursuant to Section 22.1, if a Lease Event of Default has occurred and is continuing on the date of the Election Notice or the Sale Date.

(c) Purchase of Excess Land. Provided that (subject to Section 17.11) no Default or Event of Default shall have occurred and be continuing and provided that the Election Notice referred to in Section 20.1(b) has not been delivered, Lessee shall have the option, exercisable by giving the Agent and Lessor no less than thirty (30) days written notice of Lessee’s election to exercise such option, to purchase any Excess Land, on the date identified in such written notice, at a price equal to the Excess Land Purchase Price for such Excess Land (which the parties do not intend to be a “bargain” purchase price) plus any amounts due to any Financing Party pursuant to Section 13.3 of the Participation Agreement as a result of such Purchase; and, upon receipt of such amount, Lessor shall transfer to Lessee (or a third party designated by the Lessee) all Lessor’s right, title and interest in and to such Excess Land in accordance with Section 19.1 as of the Business Day on which such purchase occurs and upon such purchase such Excess Land shall no longer constitute part of the related Property.

ARTICLE XXI

21.1 Renewal. Subject to the conditions set forth herein, Lessee may, by written notice to Lessor and the Agent given not later than nine (9) months, prior to the Expiration Date, request to renew this Lease for all, but not less than all, Properties for up to five (5) additional years (each such additional period, a “Renewal Term”), commencing on the date following such Expiration Date; provided that the Term, including all Renewal Terms, shall not exceed ten (10) years. No later than the date that is ninety (90) days after the date the request to renew has been delivered to each of Lessor and the Agent, the Agent will notify Lessee whether or not Lessor and the Financing Parties consent to such renewal request (which consent may be granted or denied in the Lessor’s and each Financing Party’s sole discretion and may be conditioned on such conditions precedent as may be specified by Lessor or such Financing Party). If the Agent fails to respond in such time frame, such failure shall be deemed to be a rejection of such request.

ARTICLE XXII

22.1 Sale Procedure.

(a) During the Marketing Period, Lessee, on behalf of the Lessor, shall use commercially reasonable efforts to obtain bids for the cash purchase of all of the Properties in the related Pool in connection with a sale to one or more purchasers (other than Lessee or any Subsidiary or Affiliate of Lessee) to be consummated on the Expiration Date for the highest price available, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective

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purchaser shall have offered to pay for any Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the highest bid for any Property in such Pool submitted by the Lessee if (i) such bid is greater than or equal to the sum of the Limited Recourse Amount for such Property, plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2, and represents a bona fide offer from one or more third party purchasers, and (ii) prior to Lessor’s acceptance of any such bid, Lessee has delivered to the Agent cash collateral in an amount not less than the anticipated Deficiency Balance (as defined in Section 22.1(b) below) as determined by the Agent. If the price which a prospective purchaser shall have offered to pay for any Property is less than the sum of the Limited Recourse Amount for such Property plus all reasonable costs and expenses referred to in clause FIRST of Section 22.2, Lessor may elect to retain such Property by giving Lessee prior written notice of Lessor’s election to retain such Property, and upon receipt of such notice, Lessee shall surrender such Property to Lessor pursuant to Section 10.1. Unless Lessor shall have elected to retain any Property pursuant to the preceding sentence, Lessee shall arrange for Lessor to sell the Properties in the related Pool free and clear of the Lien of this Lease and any Lessor Liens attributable to it, without recourse or warranty (of title or otherwise), for cash on the last day of the Marketing Period (such date being hereafter referred to as the “Sale Date”) to the purchaser or purchasers identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor is diligently contesting such Lessor Lien by appropriate proceedings in good faith; and provided further that Lessor shall have no obligation to sell any Property if a Lease Event of Default has occurred and is continuing on the date of the Election Notice or the Sale Date. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1. Lessee shall not take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. Lessor shall have no obligation to sell any Property on the Sale Date unless Lessor has received full payment therefor in cash in the amount required pursuant to this Section 22.1 on the Sale Date.

(b) If any Property in the related Pool is sold on the Sale Date in accordance with the terms of Section 22.1(a) and the purchase price paid for such Property minus the sum of all costs and expenses referred to in clause FIRST of Section 22.2 is less than the Termination Value for such Property plus all Rent and other amounts then due and payable by the Lessee under this Lease and under any other Operative Agreements with respect to such Property (hereinafter such difference shall be referred to as the “Deficiency Balance”), then the Lessee hereby unconditionally promises to pay to the Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for such Property. If any Property in such Pool is retained by the Lessor pursuant to an affirmative election made by the Lessor pursuant to the third sentence of Section 22.1(a) or is not sold (subject to the Lessee’s having satisfied its obligations under this Section 22.1), then the Lessee hereby unconditionally promises to

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pay to the Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount for such Property.

(c) In the event that the Properties in the related Pool are either sold to one or more third party purchasers on the Sale Date or retained by the Lessor, then in either case on the Sale Date (i) the Lessee shall provide Lessor or such third party purchasers with (A) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use and operate such Property for its intended purposes, (B) such easements, licenses, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, repair, access to or maintenance of such Property for its intended purpose or otherwise as the Lessor shall reasonably request, and (C) a services agreement covering such services as Lessor or such third party purchaser may request in order to use and operate a Property for its intended purposes at such rates (not in excess of arm’s-length fair market rates) as shall be acceptable to Lessee and Lessor or such third party purchaser, and (ii) the Term of this Lease shall terminate with respect to each Property in such Pool. All assignments, licenses, easements, agreements and other deliveries required by clauses (i)(A) and (B) of this paragraph (c) shall be in form reasonably satisfactory to the Lessor or such third party purchaser, as applicable, and shall be fully assignable (including both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.

22.2 Application of Proceeds of Sale. The Lessor shall apply the proceeds of sale of any Property in the following order of priority:

(a) FIRST, to pay or to reimburse Lessor for the payment of all reasonable costs and expenses incurred by Lessor in connection with the sale;

(b) SECOND, so long as the Participation Agreement or the Credit Agreement is in effect and any Loan, Lessor Advance or any other amount is owing to the Financing Parties, the Lessor or any other Person under any Operative Agreement, to the Agent to be applied in accordance with the terms (including the inter-creditor provisions among the Financing Parties and the Lessor) contained in the Operative Agreements; and

(c) THIRD, to the Lessee.

22.3 Indemnity for Excessive Wear. If the proceeds of the sale described in Section 22.1 with respect to any Property, less all expenses incurred by Lessor in connection with such sale, shall be less than the Limited Recourse Amount with respect to such Property, and at the time of such sale it shall have been reasonably determined (pursuant to the Appraisal Procedure) that the Fair Market Sales Value of the Property, shall have been impaired by greater than expected wear and tear during the term of the Lease, Lessee shall pay to Lessor within ten (10) days after receipt of Lessor’s written statement (i) the amount of such excess wear and tear determined by the Appraisal Procedure or (ii) the amount of the Net Sale Proceeds Shortfall, whichever amount is less.

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22.4 Appraisal Procedure. For determining the Fair Market Sales Value of any Property or any other amount which may, pursuant to any provision of any Operative Agreement, be determined by an appraisal procedure, Lessor and Lessee shall use the following procedure (the “Appraisal Procedure”). Lessor and Lessee shall endeavor to reach a mutual agreement as to such amount for a period of ten (10) days from commencement of the Appraisal Procedure under the applicable section of the Lease, and if they cannot agree within ten (10) days, then two qualified appraisers, one chosen by Lessee and one chosen by Lessor, shall mutually agree thereupon, but if either party shall fail to choose an appraiser within twenty (20) days after notice from the other party of the selection of its appraiser, then the appraisal by such appointed appraiser shall be binding on Lessee and Lessor. If the two appraisers cannot agree within twenty (20) days after both shall have been appointed, then a third appraiser shall be selected by the two appraisers or, failing agreement as to such third appraiser within (30) days after both shall have been appointed, by the American Arbitration Association. The decisions of the three appraisers shall be given within twenty (20) days of the appointment of the third appraiser and the decision of the appraiser most different from the average of the other two shall be discarded and such average shall be binding on Lessor and Lessee; provided that if the highest appraisal and the lowest appraisal are equidistant from the third appraisal, the third appraisal shall be binding on Lessor and Lessee. The fees and expenses of the appraisers appointed by Lessee and by Lessor shall be paid by Lessee.

22.5 Certain Obligations Continue. During the Marketing Period, the obligation of Lessee to pay Rent with respect to the Properties in the related Pool (including the installment of Basic Rent due on the Expiration Date) shall continue undiminished until payment in full to Lessor of the sale proceeds, if any, the Maximum Residual Guarantee Amount, the amount due under Section 22.3, if any, and all other amounts due to Lessor with respect to all Properties in such Pool. Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take action in connection with any such sale, other than as expressly provided in this Article XXII.

ARTICLE XXIII

23.1 [RESERVED.]

ARTICLE XXIV

24.1 Risk of Loss. During the Term, unless Lessee shall not be in actual possession of the Property in question solely by reason of Lessor’s exercise of its remedies of dispossession under Article XVII, the risk of loss or decrease in the enjoyment and beneficial use of such Property as a result of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise is assumed by Lessee, and Lessor shall in no event be answerable or accountable therefor.

ARTICLE XXV

25.1 Assignment.

(a) (Other than permitting a Subsidiary of Lessee to be an alternative Lessee pursuant to Section 2.5) Lessee may not assign, mortgage, pledge or encumber this Lease

28

or any of its rights or obligations hereunder in whole or in part to any Person without the prior written consent of the Agent, the Lessor, and the Majority Financing Parties, with such consent to be given or withheld in the sole discretion of each such party.

(b) No such assignment or other relinquishment of possession to any Property shall in any way discharge or diminish any of the obligations of Lessee to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease.

25.2 Subleases.

(a) Except as set forth in this Section 25.2, Lessee may not sublet any Property or portion thereof without first obtaining the prior written consent of the Lessor and the Agent, which consent may be given or withheld in the sole discretion of each such party.

(b) Lessee may, without the consent of Lessor or the Agent, sublet a Property only if:

(i) Lessee remains fully liable for all obligations (including without limitation all Rent and other obligations with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements;

(ii) Such sublease is in writing and is expressly subject and subordinate to the rights of the Agent and the Financing Parties under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements; and

(iii) Such sublease is on commercially reasonable terms and at market rates and such Property is at all times used for the purposes set forth in this paragraph and in the definition of “Property.”

(c) No sublease or other relinquishment of possession to any Property shall in any way discharge or diminish any of Lessee’s obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property so sublet.

(d) Each insurance policy carried by Lessee pursuant to Article XIV hereof shall be endorsed to name each sublessee under any such sublease as an additional insured. Prior to the effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the Agent.

(e) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this Article XXV, Lessee shall notify Lessor and the Agent of the execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and (without limiting the generality of Sections 25.2(a) - (d)) any existing tenant

29

respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor.

ARTICLE XXVI

26.1 No Waiver. No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right, power or remedy upon a default hereunder, and no acceptance of full or partial payment of Rent during the continuance of any such default, shall constitute a waiver of any such default or of any such term. To the fullest extent permitted by law, no waiver of any default shall affect or alter this Lease, and this Lease shall continue in full force and effect with respect to any other then existing or subsequent default.

ARTICLE XXVII

27.1 Acceptance of Surrender. No surrender to Lessor of this Lease or of all or any portion of any Property or of any part of any thereof or of any interest therein shall be valid or effective unless agreed to and accepted in writing by Lessor and the Agent, and no act by Lessor or the Agent or any representative or agent of Lessor or the Agent, other than a written acceptance, shall constitute an acceptance of any such surrender.

27.2 No Merger of Title. There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, in whole or in part, (a) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate, (b) any right, title or interest in any Property, (c) any Notes, or (d) a beneficial interest in Lessor.

ARTICLE XXVIII

28.1 Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, directions, agreements and documents delivered in connection with this Agreement shall be delivered as provided in Section 14.3 of the Participation Agreement.

ARTICLE XXIX

29.1 Miscellaneous. Anything contained in this Lease to the contrary notwithstanding, all claims against and liabilities of Lessee or Lessor arising from events commencing prior to the expiration or earlier termination of this Lease shall survive such expiration or earlier termination. If any provision of this Lease shall be held to be unenforceable in any jurisdiction, such unenforceability shall not affect the enforceability of any other provision of this Lease and such jurisdiction or of such provision or of any other provision hereof in any other jurisdiction.

29.2 Amendments and Modifications. None of the terms or provisions of this Agreement may be terminated, amended, supplemented, waived or modified except in accordance with the terms of Section 14.5 of the Participation Agreement.

29.3 Successors and Assigns. All the terms and provisions of this Lease shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

30

29.4 Headings and Table of Contents. The headings and table of contents in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

29.5 Counterparts. This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same instrument.

29.6 GOVERNING LAW. THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS, EXCEPT TO THE EXTENT THE LAWS OF THE STATE IN WHICH A PROPERTY IS LOCATED MAY GOVERN MATTERS RELATING TO THE PERFECTION, FORECLOSURE AND ENFORCEMENT OF LIENS ON SUCH PROPERTY.

29.7 Calculation of Rent. All calculation of Rent payable hereunder shall be computed based on the actual number of days elapsed over a year of 360 days.

29.8 Memoranda of Lease and Lease Supplements. This Lease shall not be recorded; provided Lessor and Lessee shall promptly record a Memorandum of this Lease and of the applicable Lease Supplement (in substantially the form of Exhibit B attached hereto) regarding each Property promptly after the acquisition thereof in the local filing office with respect thereto in all cases at Lessee’s cost and expense, and as required under applicable law to sufficiently evidence this Lease or any such Lease Supplement in the applicable real estate filing records.

29.9 Allocations between the Financing Parties. Notwithstanding any other term or provision of this Lease to the contrary, the allocations of the proceeds of the Properties and any and all other Rent and other amounts received hereunder shall be subject to the inter-creditor provisions between the Financing Parties contained in the Operative Agreements (or as otherwise agreed among the Financing Parties from time to time).

29.10 Limitations on Recourse. Notwithstanding anything contained in this Lease to the contrary, Lessee agrees to look solely to Lessor’s estate and interest in the Properties for the collection of any judgment requiring the payment of money by Lessor in the event of liability by Lessor, and no other property or assets of Lessor or any shareholder, member, owner or partner (direct or indirect) in or of Lessor, or any manager, director, officer, employee, beneficiary, Affiliate of any of the foregoing shall be subject to levy, execution or other enforcement procedure for the satisfaction of the remedies of Lessee under or with respect to this Lease, the relationship of Lessor and Lessee hereunder or Lessee’s use of the Properties or any other liability of Lessor to Lessee, except to the extent expressly provided in Section 10.2 or 14.11(b) of the Participation Agreement. Nothing in this Section shall be interpreted so as to limit the terms of Sections 6.1 or 6.2.

29.11 WAIVERS OF JURY TRIAL. THE LESSOR AND THE LESSEE IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LEASE OR ANY COUNTERCLAIM THEREIN.

29.12 Original Leases. The single executed original of this Lease marked “THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART” on the signature page

31

thereof and containing the receipt of the Agent therefor on or following the signature page thereof shall be the original executed counterpart of this Lease (the “Original Executed Counterpart”). To the extent that this Lease constitutes chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest in this Lease may be created through the transfer or possession of any counterpart other than the Original Executed Counterpart.

29.13 Mortgage Grant and Remedies. Without limiting any other remedies set forth in this Lease, in the event that a court of competent jurisdiction rules that this Lease constitutes a mortgage, deed of trust, security deed or other secured financing, as is the intent of the parties, then the Lessor and the Lessee agree that the Lessee hereby grants, bargains, sells, conveys, mortgages, and grants a security interest in each Property to Lessor WITH POWER OF SALE to secure the payment of all sums due and owing by Lessee hereunder or under any other Operative Agreement, and that, upon the occurrence of any Event of Default, the Lessor shall have the power and authority, to the extent provided by law or the Operative Agreements, after prior notice and lapse of such time as may be required by law, to foreclose its interest (or cause such interest to be foreclosed) in all or any part of any Property, to appoint or obtain the appointment of a receiver for all or any part of the Property, and to exercise any other right or remedy that may be available under applicable law to the holder of a mortgage, deed of trust, security deed or other secured financing.

29.14 Exercise of Lessor Rights. The Lessee hereby acknowledges and agrees that the rights and powers of the Lessor under this Lease have been collaterally assigned to the Agent pursuant to the terms of the Security Agreement and the other Operative Agreements, and that the Lessor has encumbered the Properties by various Mortgage Instruments made by the Lessor in favor of the Agent, all as security for certain indebtedness and obligations described therein of the Lessor to the Agent and the Financing Parties under the Operative Agreements. Lessee hereby consents to said assignment and said Mortgage Instruments in favor of the Agent and further acknowledges and agrees as follows:

(a) In the event that a court of competent jurisdiction rules that this Lease constitutes a mortgage, deed of trust, security deed or other secured financing as is the intent of the parties, then the Lessor and the Lessee agree that the Lessor’s collateral assignment of this Lease to the Agent shall be deemed to be a collateral assignment of such mortgage, deed of trust, security deed or other secured financing, and the Agent as such collateral assignee shall be entitled to exercise any and all rights and remedies of the Lessor set forth herein during the existence of any Event of Default, including without limitation the Lessor’s rights to obtain a receiver, to obtain possession of the Properties and the rents and revenues thereof, to foreclose this Lease, to sell the Lessee’s interest in the Properties, and to exercise any other rights or remedies that may then be available to the Lessor under applicable law on account of such Event of Default.

(b) Lessee’s interest in the Properties is junior and subordinate to the lien of any Mortgage Instruments made by the Lessor in favor of the Agent against the respective Properties from time to time in connection with the Operative Agreements; provided, however, that for so long as no Event of Default shall have occurred and be continuing, (i) the Agent shall not disturb Lessee’s possession of the Properties through

32

any foreclosure or other remedial action against the Properties under any Mortgage Instrument, and (ii) if Lessor’s interest in any Property shall be transferred to any Person other than the Lessee as the result of the Agent’s foreclosure or other remedial action under any Mortgage Instrument, the Lessee shall (upon request of the Agent) attorn to such transferee and recognize the transferee as the Lessee’s landlord under this Lease.

(c) During the existence of an Event of Default, the Agent as holder of the Mortgage Instruments and as collateral assignee of this Lease may exercise any and all rights and remedies that may then be available under applicable law to the Agent in either or both capacities, whether exercised singly, successively or concurrently. Without limiting the generality of the foregoing, the Agent as collateral assignee may enforce the Lessee’s payment obligations under this Lease (regardless of whether this Lease shall be deemed a mortgage, deed of trust, security deed or other secured financing) even if Lessee’s interest and estate in any Property under this Lease shall have been extinguished or forfeited under applicable law through the foreclosure or other enforcement of any Mortgage Instrument.

[Signatures on following page.]

33

IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed and delivered as of the date first above written.

WITNESSES:		TECH DATA CORPORATION, as Lessee
By:	/s/ Allison Godwin	By:	/s/ Charles V. Dannewitz
Name: Allison Godwin		Name: Charles V. Dannewitz
		Title: Senior Vice President and Treasurer
By:	/s/ Peter D. Kantor Jr.
Name: Peter D. Kantor
WITNESSES:		SUNTRUST EQUITY FUNDING, LLC
By:	/s/ Allison Godwin	By:	/s/ David H. Eidson
Name: Allison Godwin		Name: David H. Eidson
		Title: Senior Vice President
By:	/s/ Peter D. Kantor Jr.
Name: Peter D. Kantor
Receipt of this original counterpart of the foregoing Lease is hereby acknowledged as of the date hereof
SUNTRUST BANK, as Agent
By:
Name:

S-1

	Acknowledged and Agreed to:
WITNESSES:	TECH DATA PRODUCT MANAGEMENT, INC., as an alternative Lessee
By:	By:
Name:	Name: Charles V. Dannewitz
	Title: Senior Vice President and Treasurer
By:
Name:
WITNESSES:	TD FACILITIES, LTD., as an alternative Lessee
By:	By:
Name:	Name: Charles V. Dannewitz
	Title: Senior Vice President and Treasurer
By:
Name:

S-2

[MAY BE MODIFIED, IF AGREEABLE TO LESSEE, LESSOR AND AGENT TO

CONFORM TO REQUIREMENTS OF LOCAL LAW WHERE PROPERTY IS LOCATED]

EXHIBIT A TO THE LEASE

[[SECOND] AMENDED AND RESTATED] LEASE SUPPLEMENT NO.     

THIS [[SECOND] AMENDED AND RESTATED] LEASE SUPPLEMENT NO.      (this “Lease Supplement”) dated as of [            ] between SUNTRUST EQUITY FUNDING, LLC, as lessor (the “Lessor”), and TECH DATA CORPORATION, as lessee (the “Lessee”).

WHEREAS, the Lessor is the owner or will be the owner of the Property described on Schedule I hereto (the “Leased Property”) and wishes to lease the same to Lessee;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions; Rules of Usage. For purposes of this Lease Supplement, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in Appendix A to the Second Amended and Restated Participation Agreement, dated as of July 31, 2003, among Lessee, the Lessor, the Lenders party thereto, and SunTrust Bank, as Agent for the Lenders (as such agreement may be amended, modified, supplemented or restated from time to time).

SECTION 2. The Properties. Attached hereto as Schedule I is the description of the Leased Property, with an Equipment Schedule attached hereto as Schedule I-A, an Improvement Schedule attached hereto as Schedule I-B and a legal description of the Land for such Project attached hereto as Schedule I-C. Effective upon the execution and delivery of this Lease Supplement by the Lessor and the Lessee, the Leased Property shall be subject to the terms and provisions of the Lease.

SECTION 3. Use of Property. At all times during the Term with respect to each Property, Lessee will comply with all obligations under and (to the extent no Event of Default has occurred and is continuing and provided that such exercise will not impair the value of such Property) shall be permitted to exercise all rights and remedies under, all operation and easement agreements and related or similar agreements applicable to such Property.

SECTION 4. Ratification. Except as specifically modified hereby, the terms and provisions of the Lease and the Operative Agreements are hereby ratified and confirmed and remain in full force and effect.

SECTION 5. Original Lease Supplement. The single executed original of this Lease Supplement marked “THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART” on the signature page thereof and containing the receipt of the Agent therefor on or following the signature page thereof shall be the original executed counterpart of this Lease

A-3

Supplement (the “Original Executed Counterpart”). To the extent that this Lease Supplement constitutes chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest in this Lease Supplement may be created through the transfer or possession of any counterpart other than the Original Executed Counterpart.

SECTION 6. GOVERNING LAW. AS TO MATTERS RELATING TO THE CREATION, PERFECTION, AND FORECLOSURE OF LIENS, AND ENFORCEMENT OF RIGHTS AND REMEDIES AGAINST THE LEASED PROPERTY, THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF              WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. THIS LEASE SUPPLEMENT SHALL IN ALL OTHER RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.

SECTION 7. MORTGAGE GRANT AND REMEDIES. Without limiting any other remedies set forth in the Lease, in the event that a court of competent jurisdiction rules that the Lease constitutes a mortgage, deed of trust, security deed or other secured financing as is the intent of the parties, then the Lessor and the Lessee agree that the Lessee hereby grants, bargains, sells, conveys, mortgages, and grants a security interest in each Property to Lessor WITH POWER OF SALE to secure the payment of all sums due and owing by Lessee or the Construction Agent hereunder or under any other Operative Agreement, and that, upon the occurrence of any Event of Default, the Lessor shall have the power and authority, to the extent provided by law or the Operative Agreements, after prior notice and lapse of such time as may be required by law, to foreclose its interest (or cause such interest to be foreclosed) in all or any part of any Property, to appoint or obtain the appointment of a receiver for all or any part of the Property, and to exercise any other right or remedy that may be available under applicable law to the holder of a mortgage, deed of trust, security deed or other secured financing.

SECTION 8. EXERCISE OF LESSOR RIGHTS. The Lessee hereby acknowledges and agrees that the rights and powers of the Lessor under the Lease have been collaterally assigned to the Agent pursuant to the terms of the Security Agreement and the other Operative Agreements, and that the Lessor has encumbered the Properties by various Mortgage Instruments made by the Lessor in favor of the Agent, all as security for certain indebtedness and obligations described therein of the Lessor to the Agent and the Financing Parties under the Operative Agreements. Lessee hereby consents to said assignment and said Mortgage Instruments in favor of the Agent and further acknowledges and agrees as follows:

(i) In the event that a court of competent jurisdiction rules that the Lease constitutes a mortgage, deed of trust, security deed or other secured financing as is the intent of the parties, then the Lessor and the Lessee agree that the Lessor’s collateral assignment of the Lease to the Agent shall be deemed to be a collateral assignment of such mortgage, deed of trust, security deed or other secured financing, and the Agent as such collateral assignee shall be entitled to exercise any and all rights and remedies of the Lessor set forth herein during the existence of any Event of Default, including without limitation the Lessor’s rights to obtain a receiver, to obtain possession of the Properties and the rents and revenues thereof, to foreclose the Lease, to sell the Lessee’s interest in

A-4

the Properties, and to exercise any other rights or remedies that may then be available to the Lessor under applicable law on account of such Event of Default.

(ii) Lessee’s interest in the Properties is junior and subordinate to the lien of any Mortgage Instruments made by the Lessor in favor of the Agent against the respective Properties from time to time in connection with the Operative Agreements; provided, however, that for so long as no Lease Event of Default shall have occurred and be continuing, (i) except to the extent permitted by Section 5.1 of the Lease, the Agent shall not disturb Lessee’s possession of the Properties through any foreclosure or other remedial action against the Properties under any Mortgage Instrument, and (ii) if Lessor’s interest in any Property shall be transferred to any Person other than the Lessee as the result of the Agent’s foreclosure or other remedial action under any Mortgage Instrument, the Lessee shall (upon request of the Agent) attorn to such transferee and recognize the transferee as the Lessee’s landlord under the Lease.

(iii) During the existence of an Event of Default, the Agent as holder of the Mortgage Instruments and as collateral assignee of the Lease may exercise any and all rights and remedies that may then be available under applicable law to the Agent in either or both capacities, whether exercised singly, successively or concurrently. Without limiting the generality of the foregoing, the Agent as collateral assignee may enforce the Lessee’s payment obligations under the Lease (regardless of whether the Lease shall be deemed a mortgage, deed of trust, security deed or other secured financing) even if Lessee’s interest and estate in any Property under this Lease shall have been extinguished or forfeited under applicable law through the foreclosure or other enforcement of any Mortgage Instrument.

SECTION 9. Counterpart Execution. This Lease Supplement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, all such counterparts together constituting but one and the same instrument.

[Remainder of page intentionally left blank.]

A-5

[If necessary, modify to put in recordable form.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Lease Supplement to be duly executed by an officer thereunto duly authorized as of the date and year first above written.

SUNTRUST EQUITY FUNDING, LLC, as Lessor

By:

Name:

Title:

LESSEE:

TECH DATA CORPORATION, as Lessee

By:

Name:

Title:

A-6

Receipt of this original counterpart of the foregoing Lease Supplement is hereby acknowledged as the date hereof.

SUNTRUST BANK, as Agent

By:

Name:

Title:

A-7

STATE OF                  )

                                     )         ss:

COUNTY OF              )

The foregoing Lease Supplement was acknowledged before me, the undersigned Notary Public, in the County and State aforesaid of this              day of             , 200  , by                          , as              of SUNTRUST EQUITY FUNDING, LLC, a Delaware limited liability company, on behalf of the limited liability company.

[Notarial Seal] My commission expires:                     Notary Public

STATE OF                 )

                                    )         ss:

COUNTY OF             )

The foregoing Lease Supplement was acknowledged before me, the undersigned Notary Public, in the County and State aforesaid this              day of             , 200  , by                          , as              of TECH DATA CORPORATION, a Florida corporation, on behalf of the corporation.

[Notarial Seal] My commission expires:                     Notary Public

STATE OF                )

                                   )         ss:

COUNTY OF            )

The foregoing Lease Supplement was acknowledged before me, the undersigned Notary Public, in the County and State aforesaid this              day of             , 200  , by                          , as              of SUNTRUST BANK, a Georgia banking corporation, as Agent.

[Notarial Seal] My commission expires:                     Notary Public

A-8

SCHEDULE I

TO LEASE SUPPLEMENT NO.     

A-9

SCHEDULE I-A

TO LEASE SUPPLEMENT NO.     

(Equipment)

A-10

SCHEDULE I-B

TO LEASE SUPPLEMENT NO.     

(Improvements)

A-11

SCHEDULE I-C

TO LEASE SUPPLEMENT NO.     

(Land)

A-12

EXHIBIT B TO THE LEASE

[FORM OF MEMORANDUM OF LEASE AND LEASE SUPPLEMENT]

B-1

EXHIBIT C TO THE LEASE

FORM OF GUARANTY AGREEMENT

(LESSEE OBLIGATIONS)

C-1

ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF

SUNTRUST EQUITY FUNDING, LLC

STATE OF GEORGIA

COUNTY OF                     

Before me, the undersigned, a Notary Public in and for said County and State on this              day of July, 2003 A.D., personally appeared David H. Eidson, known to be the Senior Vice President and Manager of SunTrust Equity Funding, LLC (the “Lessor”), who, being by me duly sworn, says he works at 303 Peachtree Street, Atlanta, Georgia 30308, and that by authority duly given by, and as the act of, the Lessor, the foregoing and annexed Second Amended and Restated Lease Agreement dated as of July 31, 2003, was executed by him in the State and County aforesaid as said Manager on behalf of the Lessor.

Witness my hand and official seal this              day of July, 2003.

Notary Public

(SEAL)

My commission expires:                                         

ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF

TECH DATA CORPORATION

STATE OF                                 

COUNTY OF                             

Before me, the undersigned, a Notary Public in and for said County and State on this              day of July, 2003 A.D., personally appeared Charles V. Dannewitz, known to be the Senior Vice President and Treasurer of Tech Data Corporation (the “Lessee”), who being by me duly sworn, says he works at 5350 Tech Data Drive, Clearwater, Florida, and that by authority duly given by, and as the act of, the Lessee, the foregoing and annexed Second Amended and Restated Lease Agreement dated as of July 31, 2003, was executed by him as said the              day of July, 2003 on behalf of the Lessee, in the aforesaid State and County.

Witness my hand and official seal this              day of July, 2003.

Notary Public

(SEAL)

My commission expires:                                         

AFFIDAVIT OF DAVID H. EIDSON

The undersigned, being first duly sworn, deposes and says that:

1. He is a Senior Vice President and Manager of SunTrust Equity Funding LLC, and works at 303 Peachtree Street, Atlanta, Georgia 30308.

2. Reference is made to the Second Amended and Restated Lease Agreement (the “Lease”) dated as of July 31, 2003, of SunTrust Equity Funding, LLC (the “Lessor”) and Tech Data Corporation (the “Lessee”).

3. The Lease was executed by the undersigned on behalf of the Lessor in Atlanta, Georgia, and delivered by the Lessor to SunTrust Bank as collateral assignee of the Lease to Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago, IL 60603 as of July     , 2003.

This the              day of July, 2003.

Name: David H. Eidson

Title: Senior Vice President and Manager

Acknowledgment of Execution

STATE OF GEORGIA

COUNTY OF                             

Before me, the undersigned, a Notary Public in and for said County and State on this              day of July, 2003 A.D., personally appeared                                      who before me affixed his signature to the above Affidavit.

Witness my hand and official seal this              day of July, 2003.

Notary Public

(SEAL)

My Commission Expires:                                     

AFFIDAVIT OF CHARLES V. DANNEWITZ

The undersigned, being first duly sworn, deposes and says that:

1. He is a Senior Vice President and Treasurer of Tech Data Corporation, and works at 5350 Tech Data Drive, Clearwater, Florida

2. Reference is made to the Second Amended and Restated Lease Agreement (the “Lease”) dated as of July 31, 2003, of SunTrust Equity Funding, LLC (the “Lessor”) and Tech Data Corporation (the “Lessee”).

3. The Lease was executed by the undersigned on behalf of the Lessee and delivered by the Lessee to the Lessor, the execution occurring in Atlanta, Georgia and the delivery occurring in Chicago, Illinois as of July     , 2003.

This the              day of July, 2003.

Name:

Title:

Acknowledgment of Execution

STATE OF                                 

COUNTY OF                             

Before me, the undersigned, a Notary Public in and for said County and State on this              day of July, 2003 A.D., personally appeared Charles V. Dannewitz who before me affixed his signature to the above Affidavit.

Witness my hand and official seal this              day of July, 2003.

Notary Public

(SEAL)

My Commission Expires:                 

EX-10.AAS

Exhibit 10AAs

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

among

SUNTRUST EQUITY FUNDING, LLC

as Borrower,

THE SEVERAL LENDERS

FROM TIME TO TIME PARTIES HERETO,

as Lenders,

and

SUNTRUST BANK,

as Administrative Agent for the Lenders

Dated as of July 31, 2003

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1.	Definitional Provisions	1
1.2.	Defined Terms	1
SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	2
2.1.	Commitments	2
2.2.	Notes	2
2.3.	Procedure for Borrowing; Amounts of Borrowings	3
2.4.	[RESERVED]	3
2.5.	[RESERVED]	3
2.6.	Prepayments and Payments	3
2.7.	[RESERVED]	4
2.8.	Interest Rates and Payment Dates	4
2.9.	Computation of Interest	5
2.10.	Pro Rata Treatment and Payments	6
SECTION 3.	[RESERVED]	6
SECTION 4.	CONDITIONS PRECEDENT	6
4.1.	Conditions to Effectiveness	6
4.2.	Conditions to the Loan	7
SECTION 5.	COVENANTS	7
5.1.	Further Assurances	7
SECTION 6.	EVENTS OF DEFAULT	7
SECTION 7.	THE ADMINISTRATIVE AGENT	10
7.1.	Appointment and Authorization of Administrative Agent	10
7.2.	Delegation of Duties	10
7.3.	Liability of Administrative Agent	10
7.4.	Reliance by Administrative Agent	11
7.5.	Notice of Default	11
7.6.	Credit Decision; Disclosure of Information by Administrative Agent	12
7.7.	Indemnification of Administrative Agent	12
7.8.	Administrative Agent in Individual Capacity	13

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TABLE OF CONTENTS

(continued)

		Page
7.9.	Successor Administrative Agent	13
7.10.	Collateral Matters	13
SECTION 8.	MATTERS RELATING TO PAYMENT AND COLLATERAL	15
8.1.	Collection of Payments and Other Amounts	15
8.2.	Certain Remedial Matters	17
8.3.	Release of Properties, etc	17
8.4.	Excepted Payments	18
SECTION 9.	MISCELLANEOUS	18
9.1.	Amendments and Waivers	18
9.2.	Notices	18
9.3.	No Waiver; Cumulative Remedies	18
9.4.	Survival of Representations and Warranties	18
9.5.	Payment of Expenses and Taxes	18
9.6.	Successors and Assigns; Participations and Assignments	19
9.7.	Participations	19
9.8.	Assignments; Additional Commitment	19
9.9.	The Register; Disclosure	21
9.10.	Adjustments; Set-off	22
9.11.	Counterparts	22
9.12.	Severability	23
9.13.	Integration	23
9.14.	GOVERNING LAW; WAIVER OF JURY TRIAL	23
9.15.	Submission To Jurisdiction; Waivers	23
9.16.	Acknowledgments	24
9.17.	Nonrecourse	24
9.18.	Usury Savings Clause	25

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Schedule 1.2
Exhibit A	SERIES A NOTE	A-1
Exhibit B	SERIES B NOTE	B-1
Exhibit C	ASSIGNMENT AND ACCEPTANCE	C-1
	SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE RELATING TO THE CREDIT AGREEMENT

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 31, 2003, is among SUNTRUST EQUITY FUNDING, LLC (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), and SUNTRUST BANK, a Georgia banking corporation, as Lender and as Administrative Agent.

WHEREAS, Wells Fargo Bank Northwest, National Association (as successor to First Security Bank, National Association), as Owner Trustee, the Lenders and the Agent entered into that certain Amended and Restated Credit Agreement dated as of May 8, 2000 (as amended, the “Existing Credit Agreement”); and

WHEREAS, the Borrower is acquiring the Leased Properties from the Owner Trustee (through the acquisition of the beneficial interests in the Trust and the dissolution thereof) and desires to assume the obligations of the Owner Trustee under the Existing Credit Agreement,

WHEREAS, the parties desire to amend and restate the Existing Credit Agreement in its entirety, as hereinafter set forth;

NOW, THEREFORE, the Existing Credit Agreement is hereby amended and restated in its entirety, and the parties hereby agree as follows:

SECTION 1. DEFINITIONS

1.1. Definitional Provisions.

(a) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(b) All accounting terms used herein shall have the respective meanings given to them in accordance with GAAP, unless otherwise provided herein. All computations and determinations for purposes of determining compliance with the financial requirements of this Agreement shall be made in accordance with GAAP, unless otherwise provided herein.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms or such terms.

1.2. Defined Terms. Each capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed thereto in Appendix A to the Participation Agreement (defined below).

(a) “Agreement” shall mean this Second Amended and Restated Credit Agreement, as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

(b) “Participation Agreement” means the Second Amended and Restated Participation Agreement dated as of the date hereof among Tech Data Corporation as Lessee, the Lessor, the Lenders party thereto from time to time, and SunTrust Bank, as Administrative Agent, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1. Commitments.

(a) Subject to the terms and conditions hereof, each Lender severally agrees to make Series A Loans and Series B Loans to the Borrower on the Restatement Effective Date for the purpose of enabling the Borrower to refinance the Existing Loans and Existing Lessor Fundings and to purchase the Properties (including Equipment), through the acquisition of the Existing Holders’ Certificates and the dissolution of the Trust, and to fund Transaction Expenses, in an aggregate principal amount as to each Category of Loans outstanding not to exceed such Lender’s Commitment applicable to such Category of Loans; provided that (i) after giving effect to any Loan, the aggregate outstanding principal amount of all Loans of a specified Category shall not exceed the Total Commitment for such Category, and (ii) all borrowings under this Section 2.1(a) shall be allocated in accordance with the definitions of Series A Loans and Series B Loans.

(b) The Loans may be Base Rate Loans or Eurodollar Loans having an Interest Period of one, two, three, four or six months, as specified in the definition of “Interest Period,” subject only to the limitations specified in such definition and to the provisions of Sections 2.9(c) and Sections 5.2(e) and 13.4 of the Participation Agreement. Any Loan other than a Eurodollar Loan shall constitute a Base Rate Loan.

2.2. Notes. The Loans made by each Lender shall be evidenced by (i) in the case of Series A Loans, a promissory note of the Borrower, substantially in the form of Exhibit A (the “Series A Note”), and (ii) in the case of Series B Loans, a promissory note of the Borrower, substantially in the form of Exhibit B (the “Series B Note” and together with the Series A Notes, the “Notes”), in each case with appropriate insertions as to payee, date and principal amount, payable to the order of the Agent (for the pro rata benefit of the Lenders) and in a principal amount equal to the applicable aggregate Commitments of the Lenders and the Lessor’s Allocated Commitment. The Agent is hereby authorized to record the date, Type and amount of each Loan made by the Lenders, each continuation thereof, each conversion of all or a portion thereof to another Type, and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of any of the Notes, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation or any error in such recordation shall not affect the Borrower’s obligations hereunder or under such Note. Each Note shall (i) be dated the Restatement Effective Date (ii) be stated to mature on the Maturity Date, and (iii) provide for the payment of interest in accordance with Section 2.8.

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2.3. Procedure for Borrowing; Amounts of Borrowings.

(a) The Borrower may borrow under the Commitments on the Restatement Effective Date pursuant to the terms of Section 5.2 of the Participation Agreement, provided that the Borrower shall give the Administrative Agent irrevocable notice (which must be received by the Administrative Agent (i) prior to 11:00 A.M., New York time, three Business Days prior to the requested Borrowing Date if all or any part of the requested Loans are to be Eurodollar Loans, or (ii) prior to 11:00 A.M., New York time one (1) Business Day prior to the requested Borrowing Date with respect to any Loans that are to be Base Rate Loans) specifying (A) the amount to be borrowed (which on any date shall not be in excess of the then Available Commitments), (B) the requested Borrowing Date (which shall be the Restatement Effective Date), (C) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof, and (D) if the borrowing is to be a combination of Eurodollar Loans and Base Rate Loans, the respective amounts of each Type of Loan. Pursuant to the terms of the Participation Agreement, the Borrower shall be deemed to have delivered such notice upon the delivery of a notice by the Lessee containing such required information. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Subject to the terms and conditions hereof (including specifically without limitation Section 4.2), each Lender will make the amount of its pro rata share of such borrowing of each Category available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 2:00 P.M., New York time, on the Restatement Effective Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting an account designated, subject to Section 11.1 of the Participation Agreement, by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. No amount of any Loan which is repaid or prepaid may be reborrowed hereunder.

(b) The aggregate amount of any borrowing constituting a Eurodollar Loan and any conversion thereof shall be in an amount (which, when aggregated with the related Eurodollar Lessor Funding) is at least $5,000,000.

2.4. [RESERVED].

2.5. [RESERVED].

2.6. Prepayments and Payments.

(a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (subject to compliance with Sections 13.3(b) and 13.5 of the Participation Agreement), upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount allocable to each; provided that all prepayments of Loans shall be applied pro rata between Series A Loans

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(aggregated as a single amount) and Series B Loans (aggregated as a single amount). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Amounts prepaid may not be reborrowed.

(b) If on any date the Administrative Agent or the Lessor shall receive any payment in respect of (i) any Casualty or Condemnation pursuant to Section 15.1(a) or 15.1(g) of the Lease (excluding any payments in respect thereof which are payable to Lessee in accordance with the Lease), or (ii) the Termination Value of any Property in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (iii) the Termination Value of any Property in connection with the exercise of the option to purchase any Property under Section 17.11 of the Lease, (iv) the Termination Value of any Property in connection with the exercise of a Purchase Option under Section 20.1(a) or (b) of the Lease or the exercise of the option of the Lessee to transfer the Properties to a third party pursuant to Section 20.1 of the Lease, or (v) the Excess Land Purchase Price in connection with a purchase of Excess Land pursuant to Section 20.1(c) of the Lease, then in each case, the Borrower shall be required to prepay the principal balance of the Loans and Lessor Fundings on such date (such prepayment to be applied pro rata as between Series A Loans and A Allocated Amount (aggregated as a single amount) and Series B Loans and B Allocated Amount (aggregated as a single amount)) in an amount equal to ninety-five (94.5%) of such payment and shall apply the remaining five percent (5.5%) of such payment pro rata to the principal amount of Lessor’s Net Invested Amount.

(c) Each prepayment of the Loans pursuant to Section 2.6(b) shall be allocated to reduce the Loan Property Cost of the affected Property. Each prepayment of the Loans pursuant to Section 2.6(a) shall be allocated to reduce the respective Loan Property Costs of all Properties pro rata according to the Loan Property Costs of such Properties immediately before giving effect to such prepayment. Each prepayment of the Loans pursuant to Section 2.6(a) or 2.6(b) shall be accompanied by a simultaneous prepayment of accrued interest on such Loan and Yield on such Lessor Fundings and the simultaneous payment of any amounts payable under Section 13.5 of the Participation Agreement in connection with the prepayment of such Loan and Lessor Fundings.

(d) The outstanding principal amount of the Loans shall be due and payable in full to the Agent for the benefit of each Lender on the Maturity Date, or earlier as specified herein or in any other Operative Agreement.

2.7. [RESERVED].

2.8. Interest Rates and Payment Dates.

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate for such day for such Loan.

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(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate.

(c) If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable on any Loan or (iii) any other amount payable hereunder shall not be paid when due (subject to applicable grace periods) (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is the lesser of (x) the interest rate applicable to such Loan (or in the case of clause (iii) above, the Base Rate) plus 2% and (y) the highest interest rate permitted by applicable law, in each case from the date of such non-payment until such amount is paid in full (whether after or before judgment). In addition, if any Lease Event of Default has occurred and is continuing, each outstanding Loan shall bear interest at the lesser of (A) the interest rate applicable to such Loan plus 2% or (B) the highest interest rate permitted by applicable law, in each case so long as such Lease Event of Default is continuing.

(d) Interest shall be payable in arrears on each Scheduled Interest Payment Date, provided that (i) interest accruing pursuant to paragraph (c) of this Section 2.8 shall be payable from time to time on demand and (ii) each prepayment of any Loan shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

2.9. Computation of Interest.

(a) Interest shall be calculated on the basis established in Section 14.16 of the Participation Agreement, with respect to the length of a “year” and the number of days for which interest is accrued. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate, or the Reserve Percentage, shall become effective as of the day on which such change in the Base Rate or Reserve Percentage becomes effective. The Administrative Agent shall as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.

(c) If the Eurodollar Rate cannot be determined by the Administrative Agent in the manner specified in the definition of the term “Eurodollar Rate” referenced in Appendix A to the Participation Agreement, the Administrative Agent shall give telefacsimile or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. Until such time as the Eurodollar Rate can be determined by the Administrative Agent in the manner specified in such definition of such term, no further Eurodollar Loans shall be made or continued as such at the end of the then current Interest Period and all Loans shall continue as Base Rate Loans.

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2.10. Pro Rata Treatment and Payments.

(a) The borrowing by the Borrower from the Lenders hereunder shall be made pro rata according to the respective Commitment Percentages of such Category of the Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Series A Loans or the Series B Loans, as the case may be, shall be made pro rata according to the respective outstanding principal amounts on the Loans of each such Category then held by each Lender. All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff, counterclaim or other defense and shall be made prior to 12:00 Noon, New York time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day; provided, however, if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.10(b) shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate as set forth above on demand from the Borrower.

SECTION 3. [RESERVED]

SECTION 4. CONDITIONS PRECEDENT

4.1. Conditions to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of all conditions precedent set forth in Section 6 of the Participation Agreement

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required to be satisfied on or prior to the Restatement Effective Date and to the receipt by the Administrative Agent of the Notes, duly executed by the Borrower.

4.2. Conditions to the Loan. The agreement of each Lender to make the Loan requested to be made by it on the Restatement Effective Date is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by the Borrower in or pursuant to the Operative Agreements shall be true and correct in all material respects on and as of such date as if made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date.

(b) Participation Agreement. The conditions precedent set forth in Section 6.3 of the Participation Agreement shall have been satisfied.

SECTION 5. COVENANTS

So long as any Loan or Note remains outstanding and unpaid or any other amount is owing to any Lender or the Administrative Agent hereunder or under any other Operative Agreement and so long as the Commitments have not been terminated:

5.1. Further Assurances. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Borrower, the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further action as the Administrative Agent or the Majority Financing Parties may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Operative Agreements and of the rights and powers herein or therein granted.

SECTION 6. EVENTS OF DEFAULT

Upon the occurrence of any of the following specified events (each an “Event of Default”):

(a) The Borrower shall, except as provided in paragraph (c), default, in the payment when due of any principal or interest on any Loan; or

(b) Except as provided in paragraphs (a) and (c), the Borrower shall fail to make the payment of any amount due and payable owing under any of the Operative Agreements within five (5) Business Days after receipt of notice that such payment is due; or

(c) The Borrower shall default in the payment of any amount due on the Maturity Date owing under any Operative Agreements; or

(d) The Borrower shall default in the due performance or observance by it of any term, covenant or agreement contained in any Operative Agreement to which it is a party (other than those referred to in paragraphs (a), (b) and (c) above), provided that in

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the case of any such default under Section 5.1, such default shall continue for a period of at least thirty (30) days after notice to the Borrower and the Lessee by the Administrative Agent or the Majority Financing Parties; or

(e) Any representation, warranty or statement made or deemed made by the Borrower herein or in any other Operative Agreement, or by the Borrower or the Lessee in the Participation Agreement, the Lease or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto, shall prove to be untrue in any material respect on the date as of which made or deemed made; or

(f) There shall have occurred and be continuing:

(i) any Lease Event of Default or other “Event of Default” (as defined in the Participation Agreement); or

(ii) a default by the Lessor in the due performance or observance by it of any term, covenant or agreement contained in the Participation Agreement to or for the benefit of the Administrative Agent or a Lender, provided that in the case of this clause (ii), such default shall continue unremedied for a period of at least thirty (30) days after notice to the Lessor and the Lessee by the Administrative Agent or the Majority Financing Parties; or

(g) The Borrower shall be unable to pay its debts generally as they become due; file a petition to take advantage of any insolvency statute; make an assignment for the benefit of its creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property; file a petition or answer seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute; or

(h) Any court of competent jurisdiction shall enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of the Borrower or of the whole or any substantial part of its properties and such order, judgment or decree continues unstayed and in effect for a period of ninety (90) days, or approve a petition filed against the Borrower seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state, which petition is not dismissed within ninety (90) days; or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of the Borrower or of the whole or any substantial part of its properties, which control is not relinquished within ninety (90) days; or if there is commenced against the Borrower any proceeding or petition seeking reorganization, arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state which proceeding or petition remains undismissed for a period of ninety (90) days; or if the Borrower takes any action to indicate its consent to or approval of any such proceeding or petition; or

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(i) Any Security Document shall cease to be in full force and effect, or shall cease to give the Administrative Agent the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a first priority perfected security interest in, and Lien on, all of the Properties), in favor of the Administrative Agent on behalf of itself and the Lenders, superior to and prior to the rights of all third Persons and subject to no other Liens (except Permitted Liens); or

(j) The Lease, the Guaranty or any other Operative Agreement shall cease to be enforceable against the Lessee or any Guarantor; or

(k) Any default by any party shall have occurred and be continuing under any lease or sublease (other than the Lease or any sublease by Lessee permitted under Section 25.2(b) of the Lease) of any portion of any Property;

then, and in any such event, (A) if such event is an Event of Default specified in paragraph (g) or (h) above with respect to the Borrower, the Commitments shall automatically and immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement, the Notes and any other Operative Agreements, shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: with the consent of the Majority Financing Parties, the Administrative Agent may, or upon the request of the Majority Financing Parties, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement, the Notes and any other Operative Agreements, to be due and payable forthwith, whereupon the same shall immediately become due and payable (any of the foregoing occurrences or actions referred to in clause (A) or (B) above, being referred to as an “Acceleration”). Except as expressly provided above in this Section 6, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

Upon the occurrence of any Event of Default and at any time thereafter so long as any Event of Default shall be continuing, the Administrative Agent may, and upon the written instructions of the Majority Financing Parties shall, exercise any or all of the rights and powers and pursue any or all of the remedies available to it hereunder and under the other Operative Agreements and the Lease and shall have any and all rights and remedies available under the Uniform Commercial Code or any other provision of law (all such remedies being cumulative and in addition to any other remedies that may be available).

Upon the occurrence of any Event of Default and at any time thereafter so long as any Event of Default shall be continuing, the Administrative Agent may, and upon request of the Majority Financing Parties shall, proceed to protect and enforce this Agreement, the Notes, the Lease and the other Operative Agreements by one or more suits or proceedings in equity, at law or in bankruptcy, whether for the specific performance of any covenant or agreement contained therein or in execution or aid of any power granted therein, or for foreclosure hereunder, or for the appointment of a receiver for any Property, or for the recovery of judgment for any indebtedness secured thereby, or for the enforcement of any other remedy available under applicable laws.

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The Borrower shall be liable for any and all accrued and unpaid amounts due hereunder before, during or after the exercise of any of the foregoing remedies, including without limitation all reasonable legal fees and other reasonable costs and expenses incurred by the Administrative Agent or any Lender by reason of the occurrence of any Event of Default or the exercise of remedies with respect thereto.

SECTION 7. THE ADMINISTRATIVE AGENT

7.1. Appointment and Authorization of Administrative Agent. Each Lender hereby appoints SunTrust Bank to succeed Bank of America, N.A., as Administrative Agent. Each Lender hereby irrevocably (subject to Section 7.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement or any other Operative Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

7.2. Delegation of Duties. Administrative Agent may execute any of its duties under this Agreement or any other Operative Agreement by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

7.3. Liability of Administrative Agent. No Administrative Agent-Related Person shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Operative Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (ii) be responsible in any manner to any Financing Party or participant for any recital, statement, representation or warranty made by any Lessee/Borrower Party or any officer of any of the foregoing, contained in this Agreement or in any other Operative Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement or any other Operative Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Operative Agreement, or for any failure of any Lessee/Borrower Party or any other party to any Operative Agreement to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Financing Party or participant to ascertain or to inquire as to the observance or performance of

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any of the agreements contained in, or conditions of, this Agreement or any other Operative Agreement, or to inspect the properties, books or records of Lessee/Borrower Party or any Subsidiary or affiliate thereof.

7.4. Reliance by Administrative Agent.

(a) Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Lessee/Borrower Party), independent accountants and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under any Operative Agreement unless it shall first receive such advice or concurrence of Majority Financing Parties as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Financing Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Operative Agreement in accordance with a request or consent of Majority Financing Parties or all Financing Parties, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Financing Parties and participants. Where this Agreement expressly permits or prohibits an action unless Majority Financing Parties otherwise determine, and in all other instances, Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of Financing Parties.

(b) For purposes of determining compliance with the conditions specified in Sections 5 and 6 of the Participation Agreement, and Section 4 hereof, each Financing Party and participant shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by Administrative Agent to each Financing Party for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Financing Party.

7.5. Notice of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to Administrative Agent for the account of Lenders, unless Administrative Agent shall have received written notice from a Lender, Borrower or Lessee referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. Administrative Agent will notify the Financing Parties of its receipt of any such notice. Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by Majority Financing Parties in accordance with Section 9; provided, however, that unless and until Administrative Agent has received any such direction, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Financing Parties.

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7.6. Credit Decision; Disclosure of Information by Administrative Agent. Each Lender and participant acknowledges that no Administrative Agent-Related Person has made any representation or warranty to it, and that no act by Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Lessee/Borrower Party or any of its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender or participant as to any matter, including whether Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender, including any Lender by assignment, and each participant represents to Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of any Lessee/Borrower Party and its Subsidiaries and Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to any Lessee/Borrower Party hereunder. Each Lender and participant also represents that it will, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Operative Agreements, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any Lessee/Borrower Party and its Subsidiaries and Affiliates. Except for notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent herein, Administrative Agent shall not have any duty or responsibility to provide any Lender or participant with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Lessee/Borrower Party or any of its Subsidiaries or Affiliates which may come into the possession of any Administrative Agent-Related Person.

7.7. Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby are consummated, Lenders shall indemnify upon demand each Administrative Agent-Related Person (to the extent not reimbursed by or on behalf of any Lessee/Borrower Party and without limiting the obligation of any Lessee/Borrower Party to do so), pro rata, and hold harmless each Administrative Agent-Related Person from and against any and all Indemnified Claims incurred by it; provided, however, that no Lender shall be liable for the payment to any Administrative Agent-Related Person of any portion of such Indemnified Claims resulting from such Person’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of Majority Financing Parties shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Operative Agreement, or any document contemplated by or referred to herein, to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of any Lessee/Borrower Party. The undertaking in this Section shall survive the payment

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of all obligations of any Person hereunder or under any other Operative Agreement and the resignation or replacement of Administrative Agent.

7.8. Administrative Agent in Individual Capacity. SunTrust Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any Lessee/Borrower Party and its Subsidiaries and Affiliates as though SunTrust Bank were not Administrative Agent hereunder and without notice to or consent of Lenders. Lenders and participants acknowledge that, pursuant to such activities, SunTrust Bank or its Affiliates may receive information regarding any Lessee/Borrower Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of any Lessee/Borrower Party or such Affiliate) and acknowledge that Administrative Agent shall be under no obligation to provide such information to them. With respect to its participation in the Lessor’s rights under the Operative Agreement, SunTrust Bank shall have the same rights and powers under this Agreement and the other Operative Agreements as any other Financing Party (as the case may be) and may exercise the same as though it were not Administrative Agent.

7.9. Successor Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Financing Parties. If Administrative Agent resigns under this Agreement, the Majority Financing Parties shall appoint from among Lenders a successor administrative agent for Lenders which successor administrative agent must be consented to by Lessee at all times other than during the existence of a Lease Event of Default (which consent of Lessee shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Financing Parties and Lessee, a successor administrative agent from among the Financing Parties. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 7 and Sections 9 and 13 of the Participation Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether by failure to obtain Lessee consent or otherwise) by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Majority Financing Parties appoint a successor agent as provided for above.

7.10. Collateral Matters.

(a) Each Lender hereby irrevocably (subject to Section 7.9) appoints, designates and authorizes Administrative Agent to take such action on its behalf and on behalf of any other Financing Party under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are

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expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in any other Security Document to which it is a party, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of Section 7.8, each Lender hereby acknowledges and agrees that the Administrative Agent is acting as a collateral agent for itself and the Financing Parties under the Security Documents (other than the Pledge Agreement); and each Lender hereby authorizes the Administrative Agent to carry out all those obligations and the Administrative Agent shall be entitled to all the rights and benefits of the collateral agent described in the Security Documents to which it is a party. In addition, each Lender acknowledges that the Administrative Agent shall enter into the Intercreditor Agreement and may enter into amendments hereto from time to time; each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and amendments thereto on its behalf and agrees to be bound thereby. Administrative Agent shall have all of the benefits and immunities (i) provided to Administrative Agent in this Section 7 with respect to the Operative Agreements and the transactions contemplated therein, including without limitations any acts taken or omissions suffered by Administrative Agent in connection with or contemplated by such documents or transactions as fully as if the term “Administrative Agent” as used in this Section 7 included Administrative Agent with respect to such documents, transactions, acts or omissions, and (ii) as additionally provided in this Agreement and the other Operative Agreements with respect to Administrative Agent.

(b) The Administrative Agent is authorized on behalf of all the Financing Parties, without the necessity of any notice to or further consent from the Financing Parties, from time to time take any action with respect to any Collateral or the Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Documents.

(c) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon payment in full of all Loans and Lessor Fundings and all other obligations of any Lessee/Borrowing Party known to the Administrative Agent and payable under this Agreement or any other Operative Agreement; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; (iii) constituting property (other than any Property) in which Lessee or any Subsidiary owned no interest at the time the Lien was granted or at any time

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thereafter; (iv) constituting property (other than any Property) leased by Tech Data or any Subsidiary in a transaction permitted under this Agreement or any other Operative Agreement; or (v) consisting of an instrument evidencing Indebtedness or other debt instrument (other than an Operative Agreement), if the indebtedness evidenced hereby has been paid in full. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 7.10(c), provided that the absence of any such confirmation for whatever reason shall not affect the Administrative Agent’s rights under this Section 7.10(c).

SECTION 8. MATTERS RELATING TO PAYMENT AND COLLATERAL

8.1. Collection of Payments and Other Amounts.

(a) The Lessee has agreed pursuant to the terms of the Participation Agreement to pay directly to the Administrative Agent any and all Rent and any other amounts of any kind or type owing by the Lessee to the Lessor or the Lessor under the Lease or any other Operative Agreement. The Administrative Agent shall, promptly after receipt, apply in accordance with the terms of this Section 8 any such amounts received from the Lessee and all other payments, receipts and other consideration received by the Administrative Agent pursuant to the Security Agreement or otherwise received by the Administrative Agent or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements.

(b) Payments and other amounts received by the Administrative Agent from time to time in accordance with the terms of subparagraph (a) shall be applied as follows:

(i) Any such payment identified as Basic Rent shall be applied by the Administrative Agent first, ratably to the Financing Parties for application to the payment of interest on the Loans and Yield on the Allocated Amount which is due and payable on such date; and second, to the Borrower for application ratably to the payment of accrued Yield with respect to the Lessor Net Invested Amount; and third, if no Default or Event of Default has occurred and is continuing, any excess shall be paid to such Person or Persons as the Lessee may designate; provided that if a Default or Event of Default is in effect, such excess (if any) shall instead be held by the Administrative Agent until the earlier of (I) the first date thereafter on which no Default or Event of Default shall be continuing (in which case such payments shall then be made to such other Person or Persons designated by the Lessee) and (II) the Maturity Date (or, if earlier, the date of any Acceleration) in which case such amounts shall be applied in the manner contemplated by Section 8.1(b)(v).

(ii) Any such payment or amount described in Section 2.6(b) shall be applied in accordance with the terms of Section 2.6(b).

(iii) Any such payment identified as proceeds of the sale of any Property, pursuant to Article XXII of the Lease and any payment in respect of excess wear

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and tear pursuant to Section 22.3 of the Lease, shall be applied by the Administrative Agent first, ratably to the payment of the principal and interest of the Series B Loans and principal and Yield of the B Allocated Amount then outstanding with respect to such Property, second, ratably to the payment of the principal and interest of the Series A Loans and principal and Yield on the A Allocated Amount with respect to such Property, third to the Borrower for application to the payment of the outstanding Lessor Net Invested Amount plus all outstanding Yield with respect to such outstanding Lessor Net Invested Amount with respect to such Property, fourth, ratably to the payment of any and all other amounts owing to the Administrative Agent and the Financing Parties hereunder or under any of the other Operative Agreements with respect to such Property and thereafter as the Lessee shall determine.

(iv) Any such payment identified as proceeds of the sale of any Property pursuant to the exercise of remedies under the Security Documents or otherwise (except as set forth in Section 8.1(b)(iii), shall be applied by the Administrative Agent first, ratably to the payment of the principal and interest of the Loans and principal and Yield of the Allocated Amount then outstanding, second, to the Borrower for application ratably to the payment of the outstanding Lessor Net Invested Amount plus all outstanding Yield with respect to such outstanding Net Invested Amount, third, ratably to any and all other amounts owing to the Administrative Agent and the Financing Parties hereunder or under any of the other Operative Agreements and thereafter as the Lessee shall determine.

(v) Any such payment identified as a payment pursuant to Section 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (or any such lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties shall be applied by the Administrative Agent first, ratably to the payment of the principal and interest balance of the Series A Loans and principal and Yield on the A Allocated Amount then outstanding, second, ratably to the payment of the principal and interest balance of the Series B Loans and principal and Yield on the B Allocated Amount then outstanding, third, to the Borrower for application to Lessor Net Invested Amount and outstanding Yield with respect to such outstanding Lessor Net Invested Amount, and fourth, to the payment of any other amounts owing to the Administrative Agent or the Financing Parties hereunder or under any of the other Operative Agreement, and thereafter as the Lessee shall determine.

(vi) Any such payment identified as Supplemental Rent shall be applied by the Administrative Agent to the payment of any amounts then owing to the Administrative Agent, the Financing Parties and the other parties to the Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 8.1(b)) as shall be determined by the Administrative Agent in its reasonable discretion.

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(vii) The Administrative Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Administrative Agent and apply each such amount in the manner specified above.

(c) Upon the payment in full of the Loans and all other amounts owing by the Borrower hereunder or under any other Credit Document, any such moneys remaining with the Administrative Agent shall be paid to the Borrower for disbursement in accordance with the Operative Agreements and if not provided for thereunder to such other Person or Persons as the Borrower may designate. In the event of an Acceleration it is agreed that, prior to the application of amounts received by the Administrative Agent in the order described in Section 8.1(b) above, any such amounts shall first be applied to the payment of (i) any and all sums advanced by the Administrative Agent in order to preserve the Collateral or preserve its security interest therein, (ii) the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Administrative Agent of its rights under the Security Documents, together with reasonable attorneys’ fees and court costs and (iii) any other amounts owed to the Administrative Agent under or in connection with the transactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).

8.2. Certain Remedial Matters. Notwithstanding any other provision of this Agreement or any other Credit Document:

(a) the Borrower shall at all times retain all rights to Excepted Payments payable to or for the account of the Lessor and to demand, collect or commence an action at law to obtain such payments and to enforce any judgment with respect thereto (but not to terminate the Lease as a result thereof); and

(b) the Borrower shall at all times retain the right, but not to the exclusion of the Administrative Agent, (A) to receive from the Lessee all notices, certificates and other documents and all information that the Lessee is permitted or required to give or furnish to the Borrower or the Lessor pursuant to the Lease, the Participation Agreement or any other Operative Agreement, (B) to retain all rights with respect to insurance that Article XIV of the Lease specifically confers upon the “Lessor”, (C) to provide such insurance as the Lessee shall have failed to maintain or as the Borrower may desire, and (D) to enforce compliance by the Lessee with the provisions of Articles VIII, IX, X, XI, XIV and XVII of the Lease.

8.3. Release of Properties, etc. If the Lessee (or its designee) shall at any time purchase any Property or any Excess Land pursuant to the terms of the Lease, or if any Property shall be sold in accordance with Article XXII of the Lease, then, upon satisfaction by the Borrower of its obligation to prepay the Loans and Lessor Fundings and to pay accrued interest on the Loans, and accrued Yield on the Lessor Fundings, so prepaid pursuant to Section 2.6, and Lessor Fundings the Administrative Agent is hereby authorized to release such Property or Excess Land from the Liens created by the Security Documents. In addition, upon the termination of the Commitments and the payment in full of the Loans and all other amounts owing by the Borrower, the Lessee hereunder or under any other Operative Agreement the

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Administrative Agent is hereby authorized to release all of the Properties from the Liens created by the Security Documents; provided that such payment shall be sufficient to pay in full the Loans and all other amounts owing by the Borrower or the Lessee hereunder or under the other Operative Agreements. Upon request of the Borrower or the Lessee following any such release, the Administrative Agent shall, at the sole cost and expense of the Borrower or the Lessee, execute and deliver to the Borrower or the Lessee such documents as the Borrower or the Lessee shall reasonably request to evidence such release.

8.4. Excepted Payments. Notwithstanding any other provision of this Agreement or the Security Documents, any Excepted Payment received at any time by the Administrative Agent shall be distributed promptly to the Person entitled to receive such Excepted Payment.

SECTION 9. MISCELLANEOUS

9.1. Amendments and Waivers. None of the terms or provisions of this Agreement may be terminated, amended, supplemented, waived or modified except in accordance with the terms of Section 14.5 of the Participation Agreement.

9.2. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, directions, agreements and documents delivered in connection with this Agreement shall be delivered as provided in Section 14.3 of the Participation Agreement.

9.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right remedy, power or privilege hereunder or under the other Operative Agreements shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

9.4. Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Operative Agreements and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall, except as otherwise specifically limited therein, survive the execution and delivery of this Agreement and the Notes and the making of the Loans hereunder.

9.5. Payment of Expenses and Taxes. The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Administrative Agent, whether or not the transactions herein contemplated are consummated, in connection with the negotiation, preparation, execution and delivery of the Operative Agreements and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Agent) and (ii) the Administrative Agent and each of the Lenders in connection with the enforcement of the Operative Agreements and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and for each of the Lenders) and (b) pay and hold each of the Lenders harmless from and against any and all present

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and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes.

9.6. Successors and Assigns; Participations and Assignments. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender.

9.7. Participations. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a “Participant”) participating interests in any Loan owing to such Lender, the Notes held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Operative Agreements; provided that any such sale of a participating interest shall be in a principal amount of at least $5,000,000. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement and the Notes, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the Notes. In no event shall any Participant have any right to approve any amendment or waiver of any provision of this Agreement or any other Operative Agreement, or any consent to any departure by the Borrower or any other Person therefrom, except to the extent that such amendment, waiver or consent would (a) reduce the principal of, or interest on, any Loan or Note, or postpone the date of the final maturity of any Loan or Note, or reduce the amount of any Commitment Fee, in each case to the extent subject to such participation or (b) release all or substantially all of the Collateral.

9.8. Assignments; Additional Commitment.

(a) Any Lender may, in accordance with applicable law, at any time and from time to time assign to any Lender or any affiliate of any Lender or, with the consent (subject to Section 11.1 of the Participation Agreement) of the Borrower (unless an Event of Default hereunder shall have occurred and be continuing) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned or delayed), to an additional bank, financial institution or other entity that (i) is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States and (ii) in either case, is not the Lessee or any affiliate of the Lessee, (each such permitted assignee being referred to as a “Purchasing Lender”), all or any part of its rights and obligations under this Agreement and the other Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of Exhibit C, executed by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to Section 11.1 of the Participation Agreement, by the Borrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that no such assignment to a Purchasing Lender (other than any Lender or any

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affiliate thereof) of the Commitments hereunder shall be in an aggregate principal amount less than $5,000,000 (other than in the case of an assignment of all of a Lender’s interests under this Agreement and the Notes), and provided further that the assigning Lender shall simultaneously assign to the same Purchasing Lender the same percentage of the assigning Lender’s rights and obligations under each of the Operative Agreements (with respect to each of the Series A Loans and the Series B Loans). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Notwithstanding anything to the contrary in this Agreement, the consent of the Borrower shall not be required, and, unless requested by the relevant Purchasing Lender or assigning Lender, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment which occurs at any time when any of the events described in Section 6(g) shall have occurred and be continuing.

(b) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and a Purchasing Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, by the Borrower and the Administrative Agent) together with payment to the Administrative Agent of a registration and processing fee of $4,000, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) promptly after the effective date determined pursuant thereto, record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the Borrower on or prior to such effective date, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent new Notes (in exchange for the Notes of the assigning Lender), each in an amount equal to the Commitment assumed or Loans purchased by the relevant Purchasing Lender pursuant to such Assignment and Acceptance, and, if the assigning Lender has retained a Commitment or any Loan hereunder, new Notes to the order of the assigning Lender, each in an amount equal to the Commitment or Loans retained by it hereunder. Such new Notes shall be dated the Effective Date and shall otherwise be in the form of the Notes replaced thereby.

(c) Each Purchasing Lender (other than any Lender organized and existing under the laws of the U.S. or any state thereof, or any political subdivision of the U.S. or of any such state), by executing and delivering an Assignment and Acceptance,

(i) agrees to execute and deliver to the Administrative Agent, as promptly as practicable, four signed copies (two for the Administrative Agent and two for delivery by the Administrative Agent to the Borrower) of IRS Form 1001, Form 4224, Form W-8BEN, Form W-8ECI, or Form W-8 (or any successor form or comparable form) claiming complete exemption from withholding and deduction for or on account of U.S. Federal taxes on or in respect of payments of principal

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and interest under or in respect of this Agreement (it being understood that if the applicable form is not so delivered, payments under or in respect of this Agreement may be subject to withholding and deduction);

(ii) represents and warrants to the Borrower and the Administrative Agent that the form so delivered is true and accurate and that, as of the effective date of the applicable Assignment and Acceptance, each of such Purchasing Lender’s Lending Offices is entitled to receive payments of principal and interest under or in respect of this Agreement without withholding or deduction for or on account of any taxes imposed by the U.S. Federal government;

(iii) agrees to deliver annually hereafter to each of the Borrower and the Administrative Agent not later than December 31 of the year preceding the year to which it will apply, two further properly completed signed copies of IRS Form 1001, Form 4224, Form W-8BEN, Form W-8ECI or Form W-8 (or any successor form or comparable form), as appropriate, unless an event has occurred which renders the relevant form inapplicable (it being understood that if the applicable form is not so delivered, payments under or in respect of this Agreement may be subject to withholding and deduction);

(iv) agrees to promptly notify the Borrower and the Administrative Agent in writing if it ceases to be entitled to receive payments of principal and interest under or in respect of this Agreement without withholding or deduction for or on account of any taxes imposed by the U.S. or any political subdivision in or of the U.S. (it being understood that payments under or in respect of this Agreement may be subject to withholding and deduction in such event);

(v) acknowledges that in the event it ceases to be exempt from withholding or deduction of such taxes, the Administrative Agent may withhold or deduct the applicable amount from any payments to which such assignee Lender would otherwise be entitled, without any liability to such assignee Lender therefor; and

(vi) agrees to indemnify the Borrower and the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs or expenses that result from such assignee Lender’s breach of any such representation, warranty or agreement.

(d) Any Lender party to this Agreement may, from time to time and without the consent of the Borrower or any other Person, pledge or assign for security purposes any portion of its Loans or any other interests in this Agreement and the other Operative Agreements to any Federal Reserve Bank.

9.9. The Register; Disclosure. The Administrative Agent shall maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders, the Commitments of the Lenders, and the principal amount of the Loans by Series owing to each

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Lender from time to time. The entries in the Register shall be conclusive, in the absence of clearly demonstrable error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable notice.

9.10. Adjustments. If any Lender (a “Benefitted Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 6(g), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders as to each Category of Loans; provided, however, that if all or any portion of such excess payment or benefit is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from a Lender pursuant to this Section 9.10 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Person were the direct creditor of the Borrower in the amount of such participation.

9.11. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telefacsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

9.12. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.13. Integration. This Agreement and the other Operative Documents represent the agreement of the Borrower, the Administrative Agent, and the Lenders with respect to the subject mater hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Operative Documents.

9.14. GOVERNING LAW; WAIVER OF JURY TRIAL.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF

22

FLORIDA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

9.15. Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Operative Agreement to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of Florida and the courts of the United States of America for the Middle District of Florida, Tampa Division, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same,

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail) postage prepaid, to the Borrower at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 9.15 any special, exemplary, punitive or consequential damages.

9.16. Acknowledgments. Borrower hereby acknowledges that:

(a) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Operative Agreements, and the relationship between the Administrative Agent and the Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(b) no joint venture is created hereby or by the other Operative Agreement or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

23

9.17. Nonrecourse. Anything to the contrary contained in this Agreement or in any other Operative Agreement notwithstanding, neither the Borrower nor any officer, director or shareholder thereof, nor any of the Borrower’s successors or assigns (all such Persons being hereinafter referred to collectively as the “Exculpated Persons”), shall be liable in its individual capacity in any respect for any liability or obligation hereunder or under any other Operative Agreement including the payment of the principal of, or interest on, the Notes, or for monetary damages for the breach of performance of any of the covenants contained in this Agreement, the Notes or any of the other Operative Agreements. The Administrative Agent and the Lenders agree that, in the event any of them pursues any remedies available to them under this Agreement, the Notes or any other Operative Agreement, neither the Administrative Agent nor the Lenders shall have any recourse against the Borrower, nor any other Exculpated Person, for any deficiency, loss or claim for monetary damages or otherwise resulting therefrom and recourse shall be had solely and exclusively against the Property and Collateral and the Lessee; but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Property and Collateral in respect of any and all liabilities, obligations and undertakings contained in this Agreement, the Notes or any other Operative Agreement. Notwithstanding the provisions of this Section, nothing in this Agreement, the Participation Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall: (a) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Participation Agreement or secured by the Security Agreement, the Mortgage Instruments or any other Operative Agreement, but the same shall continue until paid or discharged; (b) relieve the Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the damages arising by reason of): (i) active waste knowingly committed by the Lessor or any Exculpated Person with respect to the Properties or (ii) any fraud, gross negligence, willful misconduct or willful breach on the part of the Lessor or any such Exculpated Person; (c) relieve the Lessor or any Exculpated Person from liability and responsibility for (but only to the extent of the moneys misappropriated, misapplied or not turned over) (i) misappropriation or misapplication by the Lessor (i.e., application in a manner contrary to any Operative Agreement) of any insurance proceeds or condemnation award paid or delivered to the Lessor by any Person other than the Agent, or (ii) any rents or other income received by the Lessor from the Lessee that are not turned over to the Agent; or (d) affect or in any way limit the Agent’s rights and remedies under any Operative Agreement with respect to the Rents and its rights and powers thereunder or to obtain a judgment against the Lessor’s interest in the Properties.

9.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged under any of the Notes, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate (as such term is defined below). If the rate of interest (determined without regard to the preceding sentence) under this Agreement or any other Operative Agreement at any time exceeds the Highest Lawful Rate (as defined below), the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement and the other Operative Agreements had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder and under the other Operative Agreements (taking into account the increase provided

24

for above) is less than the total amount of interest which would have been due hereunder and thereunder if the stated rates of interest set forth in this Agreement and in such Operative Agreements had at all times been in effect, then to the extent permitted by law, the Borrower shall pay to the Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to the Borrower. As used in this paragraph, the term “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

[Signatures on following pages.]

25

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

BORROWER:
SUNTRUST EQUITY FUNDING, LLC
By:	/s/ David H. Eidson
Name:	David H. Eidson
Title:	Senior Vice President and Manager
ADMINISTRATIVE AGENT:
SUNTRUST BANK, as Administrative Agent
By:	/s/ Brian K. Peters
Name:	Brian K. Peters
Title:	Managing Director

LENDERS:
SCOTIABANC, INC.,
as a Lender
By:	/s/ William E. Zarrett
Name:	William E. Zarrett
Title:	Managing Director
Lending Office:
600 Peachtree Street NE, Suite 2700
Atlanta, Georgia 30308

REPUBLIC BANK,
as a Lender
By:	/s/ Brigitta Lawton
Name:	Brigitta Lawton
Title:	SVP
Lending Office:
1400 66th Street North #302
St. Petersburg, Florida 33710

BNP PARIBAS, as a Lender
By:	/s/ Craig Pierce
Name:	Craig Pierce
Title:	Associate
By:	/s/ Angela Arnold
Name:	Angela Arnold
Title:	Vice President
Lending Office:
919 3rd Avenue
New York, New York 10022

ABN AMRO BANK N.V., as a Lender
By:	N/A
Name:
Title:
By:	N/A
Name:
Title:
Lending Office:
208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604-1003

CITICORP USA, INC., as a Lender
By:	/s/ Julio Ojea Quintana
Name:	Julio Ojea Quintana
Title:	Director
Lending Office:
2 Penns Way, Suite 110
New Castle, Delaware 19720

KEY CORPORATE CAPITAL, INC., as a Lender
By:	/s/ Vijaya Kulkarni
Name:	Vijaya Kulkarni
Title:	AVP
Lending Office:
127 Public Square
Cleveland OH 44114
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Richard J. Popp
Name:	Richard J. Popp
Title:	Vice President
Lending Office:
Commercial Loan Operations
1850 Osborn Avenue
Oshkosh, Wisconsin 54910

Schedule 1.2

Name of Lender	Series A Commitment		Series B Commitment
Scotiabanc, Inc.	$	13,606,172.72	$	1,393,827.28
Republic Bank	$	13,606,172.72	$	1,393,827.28
BNP Paribas	$	22,676,954.53	$	2,323,045.47
Citicorp USA, Inc.	$	13,606,172.72	$	1,393,827.28
Key Corporate Capital, Inc.	$	13,606,172.72	$	1,393,827.28
U.S. Bank National Association	$	13,606,172.72	$	1,393,827.28

Exhibit A

SERIES A NOTE

$                     ______________

July 31, 2003

FOR VALUE RECEIVED, the undersigned, SUNTRUST EQUITY FUNDING, LLC (the “Borrower”), hereby unconditionally promises to pay to the order of SunTrust Bank, as Agent for the pro rata benefit of the Lenders ( the “Agent”) at the office of SunTrust Bank, as Administrative Agent, located at 303 Peachtree Street, Atlanta, Georgia 30308, in lawful money of the United States of America and in immediately available funds, on the Maturity Date, the principal amount of (                                                 DOLLARS ($                    ), or, if less, (b) the aggregate unpaid principal amount of all Series A Loans made by the Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement (as defined below), including without limitation the aggregate unpaid principal amount of all Existing Series A Loans made by the Lenders to the Borrower prior to the Restatement Effective Date. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of such Credit Agreement. The Borrower further agrees to pay all other amounts owing to the Lenders pursuant to the Credit Agreement or any other Operative Agreement (as defined in the Credit Agreement).

The holder of this Series A Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Series A Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof and each conversion of all or a portion thereof to another Type. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in such endorsement shall not affect the obligations of the Borrower in respect of such Loan.

This Series A Note (a) is one of the Series A Notes referred to in the Amended and Restated Credit Agreement dated as of July 31, 2003 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the banks and financial institutions from time to time parties thereto, as Lenders, and SunTrust Bank, as Administrative Agent, (b) is subject to the provisions of the Credit Agreement (including, without limitation, Section 9.18 thereof) and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings assigned in the Credit Agreement. Reference is hereby made to the Operative Agreements for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Series A Note in respect thereof.

Upon the occurrence of any Event of Default, all amounts then remaining unpaid on this Series A Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

A-1

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.

SUNTRUST EQUITY FUNDING, LLC

By:

Name:

Title:

A-2

Exhibit B

SERIES B NOTE

$                     ______________

July 31, 2003

FOR VALUE RECEIVED, the undersigned, SUNTRUST EQUITY FUNDING, LLC, hereby unconditionally promises to pay to the order of SunTrust Bank, as Agent for the pro rata benefit of the Lenders (the “Agent”) at the office of SunTrust Banking lawful money of the United States of America and in immediately available funds, on the Maturity Date, the principal amount of (                                                 DOLLARS ($                    ), or, if less, (b) the aggregate unpaid principal amount of all Series A Loans made by the Lenders to the Borrower pursuant to Section 2.1 of the Credit Agreement (as defined below), including without limitation the aggregate unpaid principal amount of all Existing Series B Loans made by the Lenders to the Borrower prior to the Restatement Effective Date. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of such Credit Agreement. The Borrower further agrees to pay all other amounts owing to the Lenders pursuant to the Credit Agreement or any other Operative Agreement (as defined in the Credit Agreement).

The holder of this Series B Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Series B Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof and each conversion of all or a portion thereof to another Type. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in such endorsement shall not affect the obligations of the Borrower in respect of such Loan.

This Series B Note (a) is one of the Series B Notes referred to in the Second Amended and Restated Credit Agreement dated as of July 31, 2003 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the banks and financial institutions from time to time parties thereto, as Lenders, and SunTrust Bank, as Administrative Agent, (b) is subject to the provisions of the Credit Agreement (including, without limitation, Section 9.18 thereof) and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings assigned in the Credit Agreement. Reference is hereby made to the Operative Agreements for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Series B Note in respect thereof.

Upon the occurrence of any Event of Default, all amounts then remaining unpaid on this Series B Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

B-1

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.

SUNTRUST EQUITY FUNDING, LLC

By:

Name:

Title:

B-2

Exhibit C

ASSIGNMENT AND ACCEPTANCE

Reference is made to (a) the Second Amended and Restated Credit Agreement, dated as of July 31, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), restated among SunTrust Equity Funding, LLC, the Lenders named therein, and SunTrust Bank, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

                         (the “Assignor”) and                          (the “Assignee”) agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), an interest (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement and the other Operative Agreements with respect to the credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (collectively, the “Assigned Facility”), in the respective principal amount for the Assigned Facility as set forth on Schedule 1.

2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, any other Operative Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Operative Agreement, or any other instrument or document furnished pursuant thereto, other than that it is legally authorized to enter into this Assignment and Acceptance, that it has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other obligor or the performance or observance by the Borrower or any other obligor of any of their respective obligations under the Credit Agreement, any other Operative Agreement, or any other instrument or document furnished pursuant hereto or thereto; (c) attaches the Series A Note and the Series B Note held by it evidencing the Assigned Facility, and requests that the Administrative Agent exchange each such Note for a new Note of like Series payable to the Assignee, and (if the Assignor has retained any interest in the Assigned Facility) a new Note of such Series payable to the Assignor in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received copies of the Operative Agreements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Financing Party and based on such documents and information as it shall deem appropriate

C-1

at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, other Operative Agreements, or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent as defined in each of the Operative Agreements) to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Operative Agreements, or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Participation Agreement, and the Credit Agreement and will perform in accordance with their terms all the obligations which by the terms of the Participation Agreement, and the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the U.S., its obligations pursuant to Section 2.13(b) of the Participation Agreement, Section 9.8 of the Credit Agreement.

4. The effective date of this Assignment and Acceptance shall be             , 20     (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by it in the manner provided pursuant to Section 9.9 of the Credit Agreement effective as of the Effective Date.

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees, and other amounts) to the Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Operative Agreements and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement, and the other Operative Agreements.

7. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Florida.

C-2

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

ASSIGNOR:

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE:

[NAME OF ASSIGNEE]

By:

Name:

Title:

Consent to:

TECH DATA CORPORATION

By:

Name:

Title:

SUNTRUST BANK,

as Administrative Agent

By:

Name:

Title:

C-1

SCHEDULE 1

TO ASSIGNMENT AND ACCEPTANCE

RELATING TO THE

SECOND AMENDEDAND RESTATED CREDIT AGREEMENT,

DATED AS OF JULY 31, 2003

AMONG

SUNTRUST EQUITY FUNDING, LLC

THE LENDERS NAMED THEREIN,

SUNTRUST BANK,

AS ADMINISTRATIVE AGENT

FOR THE LENDERS

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Outstanding Loan Principal Amounts Assigned	Loan Commitment Amounts Assigned (Including Outstanding Loan Principal Amounts)	Loan Commitment Percentage Assigned
Series A $                     Series B $	Series A $                     Series B $

[Name of Assignor]	[Name of Assignee]
By:	By:
Name:	Name:
Title:	Title:

Address for Notices to Assignee:
	Telephone No.:
	Telefacsimile No.:

Wire Transfer Instructions for Assignee:

ABA #:

Account #:

Reference:

Attention:

Applicable Funding Office:

EX-10.AAT

Exhibit 10AAt

TRUST AGREEMENT

Between

TECH DATA CORPORATION

And

FIDELITY MANAGEMENT TRUST COMPANY

TECH DATA CORPORATION 401(k) SAVINGS PLAN TRUST

Effective August 1, 2003

TABLE OF CONTENTS

Section 1.    Definitions
Section 2.    Trust	7
Section 3.    Exclusive Benefit and Reversion of Sponsor Contributions	7
Section 4.    Disbursements	8
(a)    Administrator-Directed Disbursements	8
(b)    Participant Withdrawal Requests	8
(c)    Limitations	8
Section 5.    Investment of Trust	9
(a)    Selection of Investment Options	9
(b)    Available Investment Options	9
(c)    Participant Direction	9
(d)    Mutual Funds	10
(i)        Execution of Purchases and Sales	10
(ii)       Voting	10
(e)    Sponsor Stock	11
(i)        Acquisition Limit	11
(ii)       Fiduciary Duty	12
(iii)      Purchases and Sales of Sponsor Stock	12
(iv)      Execution of Purchases and Sales of Units	13
(v)       Securities Law Reports	14
(vi)      Voting and Tender Offers	14
(vii)     General	17
(viii)    Conversion	17
(f)    Participant Loans	17
(i)        In General	17
(ii)       Loans for the Purchase of a Primary Residence	18
(iii)      Loans for Section 16 Officers	18
(g)    BrokerageLink	18
(h)    Trustee Powers	19
Section 6.    Recordkeeping and Administrative Services to Be Performed	20
(a)    General	20
(b)    Accounts	20
(c)    Inspection and Audit	21
(d)    Notice of Plan Amendment	21
(e)    Returns, Reports and Information	21
Section 7.    Compensation and Expenses	22
Section 8.    Directions and Indemnification	22
(a)    Identity of Administrator and Named Fiduciary	22

(b)    Directions from Administrator	22
(c)    Directions from Named Fiduciary	23
(d)    Co-Fiduciary Liability	23
(e)    Indemnification	23
(f)    Survival	24
Section 9.    Resignation or Removal of Trustee and Termination	24
(a)    Resignation and Removal	24
(b)    Termination	24
(c)    Notice Period	24
(d)    Transition Assistance	25
(e)    Failure to Appoint Successor	25
Section 10.    Successor Trustee	25
(a)    Appointment	25
(b)    Acceptance	25
(c)    Corporate Action	26
Section 11.    Resignation, Removal, and Termination Notices	26
Section 12.    Duration	26
Section 13.    Amendment or Modification	26
Section 14.    Electronic Services	27
Section 15.    Assignment	28
Section 16.    Force Majeure	28
Section 17.    Confidentiality	29
Section 18.    General	29
(a)    Performance by Trustee, its Agents or Affiliates	29
(b)    Entire Agreement	29
(c)    Waiver	30
(d)    Successors and Assigns	30
(e)    Partial Invalidity	30
(f)    Section Headings	30
Section 19.    Governing Law	31
(a)    Massachusetts Law Controls	31
(b)    Trust Agreement Controls	31
Section 20.    Plan Qualification	31

SCHEDULES	33
Schedule “A” – Administrative Services	33
Schedule “B” – Fee Schedule	37
Schedule “C” – Investment Options	39
Schedule “D” – Authorized Signers (Administrator)	40
Schedule “E” – Authorized Signers (Named Fiduciary)	42
Schedule “F” – Statement of Qualified Status	44
Schedule “G” – Exchange Guidelines	46
Schedule “H” – Operational Guidelines for Non-Fidelity Mutual Funds	49
Schedule “I” – Securities That May Be Purchased Under the BrokerageLink Option	51
Schedule “J” – BrokerageLink Administrative Procedures	52
Schedule “K” – Operating Procedures for Participant Loans for the Purchase of a Primary Residence	56
Schedule “L” – Form 5500 Service	57
Schedule “M” – Available Liquidity Procedures for Unitized Stock Fund	59

TRUST AGREEMENT, effective the first day of August, 2003, between the TECH DATA CORPORATION, a Florida corporation, having an office at 5350 Tech Data Drive, Clearwater, Florida 33760 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).

WITNESSETH:

WHEREAS, the Sponsor is the sponsor of the Tech Data Corporation 401(k) Savings Plan (the “Plan”); and

WHEREAS, the Sponsor wishes to establish a single trust to hold and invest assets of the Plan for the exclusive benefit of Participants, as defined herein, in the Plan and their beneficiaries; and

WHEREAS, the Trustee is willing to hold and invest the aforesaid Plan assets in trust among several investment options selected by the Named Fiduciary, as defined herein; and

WHEREAS, the Sponsor also wishes to have the Trustee perform certain ministerial recordkeeping and administrative functions under the Plan; and

WHEREAS, the Trustee is willing to perform recordkeeping and administrative services for the Plan if the services are ministerial in nature and are provided within a framework of plan provisions, guidelines and interpretations conveyed in writing to the Trustee by the Administrator (as defined herein).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows:

Section 1. Definitions.

The following terms as used in this Trust Agreement have the meaning indicated unless the context clearly requires otherwise:

(a) “Administrator”

“Administrator” shall mean Tech Data Corporation, identified in the Plan document as the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA).

(b) “Agreement”

“Agreement” shall mean this Trust Agreement, and the Schedules and Exhibits attached hereto, as the same may be amended and in effect from time to time.

(c) “Available Liquidity”

“Available Liquidity” shall mean the amount of short-term investments held in the Stock Fund decreased by any outgoing cash for expenses then due, payables for loan principal, and obligations for pending stock purchases, and increased by incoming cash (such as contributions, exchanges in, loan repayments) and to the extent credit is available and allocable to the Stock Fund, receivables for pending stock sales.

(d) “BrokerageLink”

“BrokerageLink” shall mean the Participant directed brokerage option offered under the plan.

(e) “BrokerageLink Core Account”

“BrokerageLink Core Account” shall mean the cash portion of a Participant’s BrokerageLink account in which all brokerage transactions are settled. In addition, all contributions and additional BrokerageLink investments are first deposited in a Participant’s core account.

(f) “Business Day”

“Business Day” shall mean each day the NYSE is open.

(g) “Closing Price”

“Closing Price” shall mean either (1) the closing price of the stock on the principal national securities exchange on which the Sponsor Stock is traded or, in the case of stocks traded over the counter, the last sale price of the day; or, if (1) is unavailable, (2) the latest available price as reported by the principal national securities exchange on which the Sponsor Stock is traded or, for an over the counter stock, the last bid price prior to the close of the New York Stock Exchange (generally 4:00 p.m. Eastern time).

(h) “Code”

“Code” shall mean the Internal Revenue Code of 1986, as it has been or may be amended from time to time.

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(i) “Confidential Information”

“Confidential Information” shall mean (individually and collectively) proprietary information of the parties to this Trust Agreement, including but not limited to, their inventions, confidential information, know how, trade secrets, business affairs, prospect lists, product designs, product plans, business strategies, finances, fee structures, etc.

(j) “EDT”

“EDT” shall mean electronic data transfer.

(k) “Electronic Products”

“Electronic Products” shall mean software products made available via electronic media.

(l) “Electronic Services”

“Electronic Services” shall mean communications and services made available via electronic media.

(m) “ERISA”

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it has been or may be amended from time to time.

(n) “External Account Information”

“External Account Information” shall mean account information, including retirement savings account information, from third party websites or other websites maintained by Fidelity or its affiliates.

(o) “FAST”

“FAST” shall mean Fidelity Automated Service Telephone, the voice response system for retail fund customers to make transactions and inquiries.

(p) “FBSLLC”

“FBSLLC” shall mean Fidelity Brokerage Services LLC.

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(q) “Fidelity Mutual Fund”

“Fidelity Mutual Fund” shall mean any investment company advised by Fidelity Management & Research Company or any of its affiliates.

(r) “FIFO”

“FIFO” shall mean First In First Out.

(s) “FIIOC”

“FIIOC” shall mean Fidelity Investments Institutional Operations Company, Inc.

(t) “In Good Order”

“In Good Order” shall mean in a state or condition acceptable to the Trustee in its sole discretion, which the Trustee determines is reasonably necessary for accurate execution of the intended transaction.

(u) “Losses”

“Losses” shall mean any and all loss, damage, penalty, liability, cost and expense, including without limitation, reasonable attorney’s fees and disbursements.

(v) “Mutual Fund”

“Mutual Fund” shall refer both to Fidelity Mutual Funds and Non-Fidelity Mutual Funds.

(w) “Named Fiduciary”

“Named Fiduciary” shall mean Tech Data Investment Committee, a named fiduciary of the Plan (within the meaning of section 402(a) of the ERISA).

(x) “NAV”

“NAV” shall mean Net Asset Value.

(y) “NFSLLC”

“NFSLLC” shall mean National Financial Services LLC.

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(z) “Non-Fidelity Mutual Fund”

“Non-Fidelity Mutual Fund” shall mean certain investment companies not advised by Fidelity Management & Research Company or any of its affiliates.

(aa) “NYSE”

“NYSE” shall mean the New York Stock Exchange.

(bb) “Participant”

“Participant” shall mean, with respect to the Plan, any employee, former employee, or alternate payee with an account under the Plan, which has not yet been fully distributed and/or forfeited, and shall include the designated beneficiary(ies) with respect to the account of any deceased employee, former employee, or alternate payee until such account has been fully distributed and/or forfeited.

(cc) “Participant Recordkeeping Reconciliation Period”

“Participant Recordkeeping Reconciliation Period” shall mean the period beginning on the date of the initial transfer of assets to the Trust and ending on the date of the completion of the reconciliation of Participant records.

(dd) “PIN”

“PIN” shall mean personal identification number.

(ee) “Plan”

“Plan” shall mean the Tech Data Corporation 401(k) Savings Plan.

(ff) “Plan Administration Manual”

“Plan Administration Manual” shall mean the document which sets forth the administrative and recordkeeping duties and procedures to be followed by the Trustee in administering the Plan, as such document may be amended and in effect from time to time.

(gg) “Plan Sponsor Webstation”

“Plan Sponsor Webstation” shall mean the graphical windows based application that provides current Plan and Participant information including indicative data, account balances, activity and history.

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(hh) “Reporting Date”

“Reporting Date” shall mean the last day of each fiscal quarter of the Plan and, if not on the last day of a fiscal quarter, the date as of which the Trustee resigns or is removed pursuant to Section 9 hereof or the date as of which this Agreement terminates pursuant to Section 11 hereof.

(ii) “SEC”

“SEC” shall mean the Securities and Exchange Commission.

(jj) “Specified Hierarchy”

“Specified Hierarchy” shall mean the Stock Fund processing order set forth in Schedule “L,” that gives precedence to distributions, loans and withdrawals, and otherwise on a FIFO basis

(kk) “SPO”

“SPO” shall mean, for the BrokerageLink option, the Standard Plan Options which are the basic non-brokerage investment options available in the Plan.

(ll) “Sponsor”

“Sponsor” shall mean Tech Data Corporation, a Florida corporation, or any successor to all or substantially all of its businesses which, by agreement, operation of law or otherwise, assumes the responsibility of the Sponsor under this Agreement.

(mm) “Sponsor Stock”

“Sponsor Stock” shall mean the common stock of the Sponsor, or such other publicly traded stock of the Sponsor, or such other publicly-traded stock of the Sponsor’s affiliates as meets the requirements of section 407(d)(5) of ERISA with respect to the Plan.

(nn) “Stock Fund”

“Stock Fund” shall mean the investment option consisting of Sponsor Stock (for share accounted) or primarily of Sponsor Stock and cash or short term liquid investments.

(oo) “Trust”

“Trust” shall mean the Tech Data Corporation 401(k) Savings Plan Trust, being the trust established by the Sponsor and the Trustee pursuant to the provisions of this Agreement.

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(pp) “Trustee”

“Trustee” shall mean Fidelity Management Trust Company, a Massachusetts trust company and any successor to all or substantially all of its trust business as described in Section 10(c). The term Trustee shall also include any successor trustee appointed pursuant to Section 10 to the extent such successor agrees to serve as Trustee under this Agreement.

(qq) “VRS”

“VRS” shall mean Voice Response System.

Section 2. Trust.

The Sponsor hereby establishes the Trust with the Trustee. The Trust shall consist of an initial contribution of money or other property acceptable to the Trustee in its sole discretion, made by the Sponsor or transferred from a previous trustee under the Plan, such additional sums of money or other property acceptable to the Trustee in its sole discretion, as shall from time to time be delivered to the Trustee under the Plan, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the payments that are made by the Trustee as provided herein. The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement. In accepting this Trust, the Trustee shall be accountable for the assets received by it, subject to the terms and conditions of this Agreement.

Section 3. Exclusive Benefit and Reversion of Sponsor Contributions.

Except as provided under applicable law, no part of the Trust may be used for, or diverted to, purposes other than the exclusive benefit of the Participants in the Plan or their beneficiaries or the reasonable expenses of Plan administration. No assets of the Plan shall revert to the Sponsor, except as specifically permitted by the terms of the Plan.

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Section 4. Disbursements.

(a) Administrator-Directed Disbursements.

The Trustee shall make disbursements in the amounts and in the manner that the Administrator directs from time to time in writing. The Trustee shall have no responsibility to ascertain such direction’s compliance with the terms of the Plan (except to the extent the terms of the Plan have been communicated to the Trustee in writing) or of any applicable law or the direction’s effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement.

(b) Participant Withdrawal Requests.

The Sponsor hereby directs that, pursuant to the Plan, a Participant withdrawal request (in-service or full withdrawal) may be made by the Participant by telephone or such other electronic means as may be agreed to from time to time by the Sponsor and Trustee, and the Trustee shall process such request only after the identity of the Participant is verified by use of a PIN and social security number or such other personal identifier as may be agreed to from time to time by the Sponsor and the Trustee.

In the case of an in-service withdrawal request by a Section 16 officer, the Trustee shall forward the withdrawal document to the Participant for execution and submission for approval to the Administrator. The Administrator shall have the responsibility for approving the withdrawal and instructing the Trustee to send the proceeds to the Administrator or to the Participant. Section 16 Officers will be identified by the Sponsor and the Sponsor will transmit this information to Fidelity.

The Trustee shall process such withdrawal in accordance with written guidelines provided by the Sponsor and documented in the Plan Administration Manual.

(c) Limitations.

The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement. The Trustee shall be required to make all disbursements in accordance with the applicable source and fund withdrawal hierarchy and as documented in the Plan Administration Manual, unless the Administrator has provided a written direction to the contrary.

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Section 5. Investment of Trust.

(a) Selection of Investment Options.

The Trustee shall have no responsibility for the selection of investment options under the Trust and shall not render investment advice to any person in connection with the selection of such options.

(b) Available Investment Options.

The Named Fiduciary shall direct the Trustee as to the investment options in which the Trust shall be invested during the Participant Recordkeeping Reconciliation Period and the investment options in which Participants may invest following the Participant Recordkeeping Reconciliation Period. The Named Fiduciary may determine to offer as investment options only: (i) Mutual Funds, (ii) Sponsor Stock, (iii) notes evidencing loans to Participants in accordance with the terms of the Plan, and (iv) BrokerageLink.

The Trustee shall be considered a fiduciary with investment discretion only with respect to Plan assets (including the proceeds from any Existing Investment Contracts) that are invested in investment contracts chosen by the Trustee or in collective investment funds maintained by the Trustee for qualified plans.

The investment options initially selected by the Named Fiduciary are identified on Schedule “C” attached hereto. Upon transfer to the Trust, Plan assets will be invested in the investment option(s) as directed by the Sponsor. The Named Fiduciary may add additional investment options with the consent of the Trustee, which consent shall not be unreasonably withheld, to reflect administrative considerations and upon mutual amendment of this Trust Agreement, and the Schedules thereto, to reflect such additions.

(c) Participant Direction.

As authorized under the Plan, each Participant shall direct the Trustee in which investment option(s) to invest the assets in the Participant’s individual accounts. Such directions may be made by Participants by use of the telephone exchange system, the internet or in such other manner as may be agreed upon from time to time by the Sponsor and the Trustee. Such direction shall be made in accordance with written exchange guidelines attached hereto as Schedule “G”. The Trustee shall not be liable for any loss or expense that is the direct and necessary result of a Participant’s exercise or non-exercise of rights under this Section 5 over the assets in the Participant’s accounts. In the event that the Trustee fails to receive a proper direction from the Participant, the assets shall be invested in the investment option set forth for such purpose on Schedule “C”, until the Trustee receives a proper direction.

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(d) Mutual Funds.

The Named Fiduciary hereby acknowledges that it has received from the Trustee a copy of the prospectus for each Fidelity Mutual Fund selected by the Named Fiduciary as a Plan investment option or short-term investment fund. All transactions involving Non-Fidelity Mutual Funds shall be done in accordance with the Operational Guidelines attached hereto as Schedule “H”. Trust investments in Mutual Funds shall be subject to the following limitations:

(i) Execution of Purchases and Sales.

Purchases and sales of Mutual Funds (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator In Good Order all information, documentation and wire transfer of funds (if applicable), necessary to accurately effect such transactions. Exchanges of Mutual Funds shall be made in accordance with the Exchange Guidelines attached hereto as Schedule “G”.

(ii) Voting.

Except as otherwise provided herein with respect to Mutual Fund votes during the Participant Recordkeeping Reconciliation Period or with respect to voting of Mutual Fund shares held in a short-term investment fund for liquidity reserve, at the time of mailing of notice of each annual or special stockholders’ meeting of any Mutual Fund, the Trustee shall send a copy of the notice and all proxy solicitation materials to each Participant who has shares of such Mutual Fund credited to the Participant’s accounts, together with a voting direction form for return to the Trustee or its designee. The Participant shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares credited to the Participant’s accounts (both vested and unvested). The Trustee shall vote the shares as directed by the Participant. The Trustee shall not vote shares for which it has received no directions from the Participant.

During the Participant Recordkeeping Reconciliation Period, the Named Fiduciary shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares of the Mutual Funds in the Trust, including Mutual Fund shares held in any short-term investment fund for liquidity reserve. In such case, at the time of mailing the Trustee shall send a copy of the notice and all proxy solicitation materials to the Named Fiduciary. Following the Participant Recordkeeping Reconciliation Period, the Named Fiduciary shall continue to have the right to direct the Trustee as to the manner in which the Trustee is to vote any Mutual Funds shares held in a short-term investment fund for liquidity reserve. The Trustee shall not vote any Mutual Fund shares for which it has received no directions from the Named Fiduciary.

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With respect to all rights other than the right to vote, the Trustee shall follow the directions of the Participant and if no such directions are received, the directions of the Named Fiduciary. The Trustee shall have no further duty to solicit directions from Participants or the Named Fiduciary.

(e) Sponsor Stock.

Trust investments in Sponsor Stock shall be made via the Stock Fund. Investments in the Stock Fund shall consist primarily of shares of Sponsor Stock. The Stock Fund shall also include cash or short-term liquid investments, in accordance with this paragraph, in amounts designed to satisfy daily Participant exchange or withdrawal requests. Such holdings will include Colchester Street Trust: Money Market Portfolio: Class I or such other Mutual Fund or commingled money market pool as agreed to in writing by the Sponsor and Trustee. The Named Fiduciary shall, after consultation with the Trustee, establish and communicate to the Trustee in writing a target percentage and drift allowance for such short-term liquid investments. Subject to its ability to execute open-market trades in Sponsor Stock or to otherwise trade with the Sponsor, the Trustee shall be responsible for ensuring that the short-term investments held in the Stock Fund fall within the agreed-upon range over time. Each Participant’s proportional interest in the Stock Fund shall be measured in units of participation, rather than shares of Sponsor Stock. Such units shall represent a proportionate interest in all of the assets of the Stock Fund, which includes shares of Sponsor Stock, short-term investments and at times, receivables and payables (such as receivables and payables arising out of unsettled stock trades). The Trustee shall determine a NAV for each unit outstanding of the Stock Fund. Valuation of the Stock Fund shall be based upon: (a) the Closing Price or, if not available, (b) the price determined in good faith by the Trustee. The NAV shall be adjusted for gains or losses realized on sales of Sponsor Stock, appreciation or depreciation in the value of those shares owned, dividends paid on Sponsor Stock to the extent not used to purchase additional units of the Stock Fund for affected Participants, and interest on the short-term investments held by the Stock Fund, payables and receivables for pending stock trades, receivables for dividends not yet distributed, and payables for other expenses of the Stock Fund, including principal obligations, if any, and expenses that, pursuant to Sponsor direction, the Trustee accrues or pays from the Stock Fund.

(i) Acquisition Limit.

Pursuant to the Plan, the Trust may be invested in Sponsor Stock to the extent necessary to comply with investment directions in accordance with this Agreement. The Sponsor shall be responsible for providing specific direction on any acquisition limits required by the Plan or applicable law.

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(ii) Fiduciary Duty.

(A) The Named Fiduciary shall continually monitor the suitability of acquiring and holding Sponsor Stock under the fiduciary duty rules of section 404(a) of ERISA (as modified by section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss or expense which arises from the directions of the Named Fiduciary with respect to the acquisition and holding of Sponsor Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of this Agreement.

(B) Each Participant with an interest in Sponsor Stock (or, in the event of the Participant’s death, his beneficiary) is, for purposes of this section 5(e)(ii), hereby designated as a “named fiduciary” (within the meaning of section 403(a)(1) of ERISA), with respect to the shares allocated to his or her account that were not purchased at his or her direction, and shall have the right to direct the Trustee as to the manner in which the Trustee is to vote or tender such shares, including the right to direct the Trustee’s conduct, in accordance with disclosed rules, by his or her failure to respond within the required time frame.

(iii) Purchases and Sales of Sponsor Stock.

Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern purchases and sales of Sponsor Stock.

(A) Open Market Purchases and Sales. Purchases and sales of Sponsor Stock shall be made on the open market in accordance with the Trustee’s standard trading guidelines, as they may be amended by the Trustee from time to time, as necessary to honor exchange and withdrawal activity and to maintain the target cash percentage and drift allowance for the Stock Fund, provided that:

(1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

(2) If the Trustee is prohibited by the SEC, the NYSE or principal exchange on which the Sponsor Stock is traded, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day,

then, under the circumstances set forth in either (1) or (2), the Trustee shall purchase or sell such shares as soon thereafter as administratively feasible.

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(B) Purchases and Sales from or to Sponsor. If directed by the Sponsor in writing prior to the trading date, the Trustee may purchase or sell Sponsor Stock from or to the Sponsor if the purchase or sale is for adequate consideration (within the meaning of section 3(18) of ERISA) and no commission is charged. If Sponsor contributions (employer) or contributions made by the Sponsor on behalf of the Participants (employee) under the Plan are to be invested in Sponsor Stock, the Sponsor may transfer Sponsor Stock in lieu of cash to the Trust.

(C) Use of an Affiliated Broker. The Named Fiduciary hereby directs the Trustee to use Fidelity Capital Markets, a division of NFSLLC, to provide brokerage services in connection with any purchase or sale of Sponsor Stock on the open market, except in circumstances where the Trustee has determined, in accordance with its standard trading guidelines or pursuant to Sponsor direction, to seek expedited settlement of the trades. Fidelity Capital Markets shall execute such directions directly or through any of its affiliates. The provision of brokerage services shall be subject to the following:

(1) As consideration for such brokerage services, the Named Fiduciary agrees that Fidelity Capital Markets shall be entitled to remuneration under this direction provision in an amount of no more than three and one-fifth cents ($.032) commission on each share of Sponsor Stock. Any change in such remuneration may be made only by a signed agreement between the Named Fiduciary and Trustee.

(2) The Trustee will provide the Named Fiduciary with periodic reports which summarize all securities transaction-related charges incurred with respect to trades of Sponsor Stock for such Plan.

(3) Any successor organization of Fidelity Capital Markets, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision.

(4) The Trustee and Fidelity Capital Markets shall continue to rely on this direction provision until notified to the contrary. The Named Fiduciary reserves the right to terminate this direction upon written notice to Fidelity Capital Markets (or its successor) and the Trustee, in accordance with Section 11 of this Agreement.

(iv) Execution of Purchases and Sales of Units.

Unless otherwise directed in writing pursuant to directions that the Trustee can administratively implement, purchases and sales of units shall be made as follows:

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(A) Subject to subparagraphs (B) and (C) below, purchases and sales of units in the Stock Fund (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator in good order all information, documentation, and wire transfers of funds (if applicable), necessary to accurately effect such transactions. Exchanges of units in the Stock Fund shall be made in accordance with the Exchange Guidelines attached hereto as Schedule “G”.

(B) Aggregate sales of units in the Stock Fund on any day shall be limited to the Stock Fund’s Available Liquidity for that day. In the event that the requested sales exceed the Available Liquidity, then transactions shall be processed giving precedence to distributions, loans and withdrawals, and otherwise on a FIFO basis, as provided in Schedule “L” (the “Specified Hierarchy”). So long as the Stock Fund is open for such transactions, sales of units that are requested but not processed on a given day due to insufficient Available Liquidity shall be suspended until Available Liquidity is sufficient to honor such transactions in accordance with the Specified Hierarchy.

(C) The Trustee shall close the Stock Fund to sales or purchases of units, as applicable, on any date on which trading in the Sponsor Stock has been suspended or substantial purchase or sale orders are outstanding and cannot be executed.

(v) Securities Law Reports.

The Named Fiduciary shall be responsible for filing all reports required under Federal or state securities laws with respect to the Trust’s ownership of Sponsor Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Sponsor Stock pending the filing of any report. The Trustee shall provide to the Named Fiduciary such information on the Trust’s ownership of Sponsor Stock as the Named Fiduciary may reasonably request in order to comply with Federal or state securities laws.

(vi) Voting and Tender Offers.

Notwithstanding any other provision of this Agreement the provisions of this Section shall govern the voting and tendering of Sponsor Stock. The Sponsor shall pay for all printing, mailing, tabulation and other costs associated with the voting and tendering of Sponsor Stock. The Trustee, after consultation with the Sponsor, shall prepare the necessary documents associated with the voting and tendering of Sponsor Stock.

(A) Voting.

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(1) When the issuer of Sponsor Stock prepares for any annual or special meeting, the Sponsor shall notify the Trustee at least thirty (30) days in advance of the intended record date and shall cause a copy of all proxy solicitation materials to be sent to the Trustee. If requested by the Trustee, the Sponsor shall certify to the Trustee that the aforementioned materials represent the same information that is distributed to shareholders of Sponsor Stock. Based on these materials the Trustee shall prepare a voting instruction form and shall provide a copy of all proxy solicitation materials to be sent to each Participant with an interest in Sponsor Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee or its designee. The form shall show the proportional interest in the number of full and fractional shares of Sponsor Stock credited to the Participant’s accounts held in the Stock Fund.

(2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of Sponsor Stock reflecting such Participant’s proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of Sponsor Stock reflecting the Participant’s proportional interest in the Stock Fund as directed by the Participant. Except as otherwise required by law, the Trustee shall not vote shares of Sponsor Stock reflecting a Participant’s proportional interest in the Stock Fund for which it has received no direction from the Participant.

(3) Except as otherwise required by law, the Trustee shall vote that number of shares of Sponsor Stock not credited to Participants’ accounts in the same proportion on each issue as it votes those shares credited to Participants’ accounts for which it received voting directions from Participants.

(B) Tender Offers.

(1) Upon commencement of a tender offer for any securities held in the Trust that are Sponsor Stock, the Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Sponsor Stock. Based on these materials and after consultation with the Sponsor the Trustee shall

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prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Sponsor Stock that reflect the Participants proportional interest in the Stock Fund (both vested and unvested).

(2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Sponsor Stock reflecting such Participant’s proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. The Trustee shall tender or not tender shares of Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Sponsor Stock reflecting a Participant’s proportional interest in the Stock Fund for which it has received no direction from the Participant.

(3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants’ accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants’ accounts for which it has received instructions from Participants.

(4) A Participant who has directed the Trustee to tender some or all of the shares of Sponsor Stock reflecting the Participant’s proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares reflecting the Participant’s proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vi)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants’ accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants’ accounts to the amount so redetermined.] A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

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(5) A direction by a Participant to the Trustee to tender shares of Sponsor Stock reflecting the Participant’s proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Sponsor Stock tendered from that interest. Pending receipt of directions (through the Administrator) from the Participant or the Named Fiduciary, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the investment option described in Schedule “C”.

(vii) General.

With respect to all shareholder rights other than the right to vote, the right to tender, and the right to withdraw shares previously tendered, in the case of Sponsor Stock, the Trustee shall follow the procedures set forth in subsection (A), above.

(viii) Conversion.

All provisions in this Section 5(e) shall also apply to any securities received as a result of a conversion of Sponsor Stock.

(f) Participant Loans

(i) In General.

The Administrator shall act as the Trustee’s agent for loans and as such shall (i) separately account for repayments of such loans and clearly identify such assets as Plan assets and (ii) collect and remit all principal and interest payments to the Trustee. To originate a loan, the Participant shall direct the Trustee as to the term and amount of the loan to be made from the Participant’s individual account. Such directions shall be made by Participants by use of the system maintained for such purpose by the Trustee or its agent. The Trustee shall determine, based on the current value of the Participant’s account on the date of the request and any guidelines provided by the Sponsor, the amount available for the loan. Based on the interest rate supplied by the Sponsor in accordance with the terms of the Plan, the Trustee shall advise the Participant of such interest rate, as well as the installment payment amounts. Except as provided in subsections (ii) and (iii), below, the Trustee shall distribute the loan agreement and truth-in-lending disclosure with the proceeds check to the Participant. To facilitate recordkeeping, the Trustee may destroy the original of any proceeds check (including the promissory note) made in connection with a loan to a Participant under the Plan, provided that the Trustee or its agent first creates a duplicate by a

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photographic or optical scanning or other process yielding a reasonable facsimile of the proceeds check (including the promissory note) and the Participant’s signature thereon, which duplicate may be reduced or enlarged in size from the actual size of the original.

(ii) Loans for the Purchase of a Primary Residence.

With respect to loans for the purchase of a primary residence, the provisions of subsection (i), above, shall apply except that the Trustee shall forward the loan agreement and truth-in-lending disclosure to the Participant for execution and submission for processing to the Trustee. In all cases, processing by the Trustee shall be made within thirty (30) days of the Participant’s initial request (the origination date) in accordance with the procedures set forth in Schedule “K”.

(iii) Loans for Section 16 Officers.

In the case of any loan request by a Section 16 officer, the Trustee shall forward the withdrawal document to the Participant for execution and submission for approval to the Administrator. The Administrator shall have the responsibility for approving the withdrawal and instructing the Trustee to send the proceeds to the Administrator or to the Participant. Section 16 Officers will be identified by the Sponsor and the Sponsor will transmit this information to Fidelity.

(g) BrokerageLink.

Under the BrokerageLink option, the Sponsor hereby directs the Trustee to use FBSLLC to purchase or sell individual securities for Participant accounts in accordance with investment directions provided by the Participants. The provision of brokerage services shall be subject to the following:

(i) Any successor organization of FBSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this authorization provision.

(ii) The Trustee and FBSLLC shall continue to rely on this direction provision until notified to the contrary. The Sponsor reserves the right to terminate this direction upon written notice to FBSLLC (or its successor) and the Trustee, in accordance with Section 11 of this Agreement.

(iii) The types of securities which may be purchased under BrokerageLink are listed on Schedule “I”. Administrative procedures governing investment in and withdrawals from BrokerageLink are attached hereto as Schedule “J”.

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(iv) A Participant may not authorize the use of an agent to have trading authority over assets in their BrokerageLink account. However, the Trustee represents that should a Participant make such an authorization, no fees payable to any such agent will not be deducted from the Plan nor paid out of the Trust.

(v) A copy of the notice and all proxy solicitation materials, together with a voting direction form, will be sent to each Participant with BrokerageLink account balances. FBSLLC shall provide all proxies and other shareholder materials to each Participant with such securities allocated to his or her account. The Participant shall have the authority to direct the exercise of all shareholder rights attributable to the securities allocated to his or her account. The Trustee shall not exercise such rights in the absence of direction from the Participant.

(h) Trustee Powers.

The Trustee shall have the following powers and authority:

(i) Subject to paragraphs (b) and (c) of this Section 5, to sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition.

(ii) To cause any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees, or in the Trustee’s account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust.

(iii) To keep that portion of the Trust in cash or cash balances as the Named Fiduciary or Administrator may, from time to time, deem to be in the best interest of the Trust.

(iv) To make, execute, acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted.

(v) To borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to process Plan transactions in a timely fashion; provided that the cost of such borrowing shall be allocated in a reasonable fashion to the investment fund(s) in need of liquidity.

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(vi) To settle, compromise, or submit to arbitration any claims, debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action, from the Trust if not paid by the Sponsor.

(vii) With notice to the Sponsor, to employ legal, accounting, clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Sponsor.

(viii) To invest all or any part of the assets of the Trust in investment contracts and short term investments (including interest bearing accounts with the Trustee or money market mutual funds advised by affiliates of the Trustee) and in any collective investment trust or group trust, including any collective investment trust or group trust maintained by the Trustee, which then provides for the pooling of the assets of plans described in Section 401(a) and exempt from tax under Section 501(a) of the Code, or any comparable provisions of any future legislation that amends, supplements, or supersedes those sections, provided that such collective investment trust or group trust is exempt from tax under the Code or regulations or rulings issued by the Internal Revenue Service. The provisions of the document governing such collective investment trusts or group trusts, as it may be amended from time to time, shall govern any investment therein and are hereby made a part of this Trust Agreement.

(ix) To do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust.

Section 6. Recordkeeping and Administrative Services to Be Performed.

(a) General.

The Trustee shall perform those recordkeeping and administrative functions described in Schedule “A” attached hereto. These recordkeeping and administrative functions shall be performed within the framework of the Administrator’s written directions regarding the Plan’s provisions, guidelines and interpretations.

(b) Accounts.

The Trustee shall keep accurate accounts of all investments, receipts, disbursements, and other transactions hereunder, and shall report the value of the assets held in the Trust as of each Reporting Date.

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Within thirty (30) days following each Reporting Date or within sixty (60) days in the case of a Reporting Date caused by the resignation or removal of the Trustee, or the termination of this Agreement, the Trustee shall file with the Administrator a written account setting forth all investments, receipts, disbursements, and other transactions effected by the Trustee between the Reporting Date and the prior Reporting Date, and setting forth the value of the Trust as of the Reporting Date. Except as otherwise required under ERISA, upon the expiration of six (6) months from the date of filing such account, the Trustee shall have no liability or further accountability to the Administrator with respect to the propriety of its acts or transactions shown in such account (or any Participant-level report provided to a Participant), except with respect to such acts or transactions as to which a written objection shall have been filed with the Trustee within such six (6) month period.

(c) Inspection and Audit.

Prior to the termination of this Agreement, all records generated by the Trustee in accordance with paragraphs (a) and (b), above, shall be open to inspection and audit by the Administrator or any persons designated by the Administrator, during the Trustee’s regular business hours. Upon the resignation or removal of the Trustee or the termination of this Agreement, the Trustee shall provide to the Sponsor, at no expense to the Sponsor, in the format regularly provided to the Sponsor, a statement of each Participant’s accounts as of the resignation, removal, or termination, and the Trustee shall provide to the Sponsor or the Plan’s new recordkeeper such further records as may be reasonably requested, at the Sponsor’s expense.

(d) Notice of Plan Amendment.

The Trustee’s provision of the recordkeeping and administrative services set forth in this Section 6 shall be conditioned on the Sponsor delivering to the Trustee a copy of any amendment to the Plan as soon as administratively feasible following the amendment’s adoption and on the Administrator providing the Trustee, on a timely basis, with all the information the Trustee deems necessary for it to perform the recordkeeping and administrative services set forth herein, and such other information as the Trustee may reasonably request.

(e) Returns, Reports and Information.

Except as set forth on Schedule “A”, the Administrator shall be responsible for the preparation and filing of all returns, reports, and information required of the Trust or Plan by law. The Trustee shall provide the Administrator with such information as the Administrator may reasonably request to make these filings. The Administrator shall also be responsible for making any disclosures to Participants required by law,

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except such disclosure as may be required under federal or state truth-in-lending laws with regard to Participant loans, which shall be provided by the Trustee.

Section 7. Compensation and Expenses.

Sponsor shall pay to Trustee, within thirty (30) days of receipt of the Trustee’s bill, the fees for services in accordance with Schedule “B”. Fees for services are specifically outlined in Schedule “B” and are based on all of the assumptions identified therein. In the event that the Plan characteristics referenced in the assumptions outlined in Schedule “B” change significantly by either falling below or exceeding current or projected levels, such fees shall be subject to revision. To reflect increased operating costs, Trustee may once each calendar year amend Schedule “B” without the Sponsor’s consent upon ninety (90) days prior notice to the Sponsor.

All reasonable expenses of plan administration as shown on Schedule “B” attached hereto, as amended from time to time, shall be a charge against and paid from the appropriate Participants’ accounts, except to the extent such amounts are paid by the Sponsor in a timely manner.

All expenses of the Trustee relating directly to the acquisition and disposition of investments constituting part of the Trust, all taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Trust or the income thereof, and any other reasonable expenses of Plan administration as determined and directed by the Administrator, shall be a charge against and paid from the appropriate Participants’ accounts.

Section 8. Directions and Indemnification.

(a) Identity of Administrator and Named Fiduciary.

The Trustee shall be fully protected in relying on the fact that the Named Fiduciary and the Administrator under the Plan are the individuals or entities named as such above or such other individuals or persons as the Sponsor may notify the Trustee in writing.

(b) Directions from Administrator.

Whenever the Administrator provides a direction to the Trustee, the Trustee shall not be liable for any loss or expense arising from the direction (i) if the direction is contained in a writing (or is oral and

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immediately confirmed in a writing) signed by any individual whose name and signature have been submitted (and not withdrawn) in writing to the Trustee by the Administrator in the form attached hereto as Schedule “D”, and (ii) if the Trustee reasonably believes the signature of the individual to be genuine, unless it is clear on the direction’s face that the actions to be taken under the direction would be prohibited by the fiduciary duty rules of Section 404(a) of ERISA or would be contrary to the terms of this Agreement. For purposes of this Section, such direction may also be made EDT or other electronic means in accordance with procedures agreed to by the Administrator and the Trustee; provided, however, that the Trustee shall be fully protected in relying on such direction as if it were a direction made in writing by the Administrator.

(c) Directions from Named Fiduciary.

Whenever the Named Fiduciary or Sponsor provides a direction to the Trustee, the Trustee shall not be liable for any loss or expense arising from the direction (i) if the direction is contained in a writing (or is oral and immediately confirmed in a writing) signed by any individual whose name and signature have been submitted (and not withdrawn) in writing to the Trustee by the Named Fiduciary in the form attached hereto as Schedule “E” and (ii) if the Trustee reasonably believes the signature of the individual to be genuine, unless it is clear on the direction’s face that the actions to be taken under the direction would be prohibited by the fiduciary duty rules of Section 404(a) of ERISA or would be contrary to the terms of this Agreement. Such direction may also be made via EDT or other electronic means in accordance with procedures agreed to by the Named Fiduciary and the Trustee; provided, however, that the Trustee shall be fully protected in relying on such direction as if it were a direction made in writing by the Named Fiduciary.

(d) Co-Fiduciary Liability.

In any other case, the Trustee shall not be liable for any loss or expense arising from any act or omission of another fiduciary under the Plan except as provided in section 405(a) of ERISA.

(e) Indemnification.

The Sponsor shall indemnify the Trustee against, and hold the Trustee harmless from, Losses, that may be incurred by, imposed upon, or asserted against the Trustee by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or Trust, excepting only any and all Losses arising solely from the Trustee’s, Trustee’s affiliate’s, and/or the Trustee’s agent’s negligence, bad faith or material breach of its duties under this Agreement or breach of its duties under ERISA.

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The Trustee, the Trustee’s affiliates and/or the Trustee’s agents shall indemnify the Sponsor against, and hold the Sponsor harmless from, any and all Losses that may be incurred by, imposed upon, or asserted against the Sponsor by reason of any claim, regulatory proceeding, or litigation arising from Trustee’s, Trustee’s affiliate’s, and/or Trustee’s agent’s negligence, bad faith or material breach of its duties under this Agreement or breach of its duties under ERISA.

Special Indemnification for Fidelity PortfolioPlanner^SM. The Trustee shall also indemnify the Sponsor against and hold the Sponsor harmless from any and all such Losses that may be incurred by, imposed upon, or asserted against the Sponsor solely as a result of i) any defects in the investment methodology embodied in the target asset allocation or model portfolio provided through Fidelity PortfolioPlanner^SM, except to the extent that any such loss, damage, penalty, liability, cost or expense arises from erroneous information provided by the Participant, the Sponsor or third parties; or ii) any prohibited transactions resulting from the provision of Fidelity PortfolioPlanner^SM by the Trustee.

(f) Survival.

The provisions of this Section 8 shall survive the termination of this Agreement.

Section 9. Resignation or Removal of Trustee and Termination.

(a) Resignation and Removal.

The Trustee may resign at any time in accordance with the notice provisions set forth below in paragraph 9(c) and Section 11. The Sponsor may remove the Trustee at any time in accordance with the notice provisions set forth below in paragraph 9(c) and Section 11.

(b) Termination.

This Agreement may be terminated in full, or with respect to only a portion of the Plan (i.e., a “partial deconversion”) at any time by the Sponsor upon prior written notice to the Trustee in accordance with the notice provisions set forth below.

(c) Notice Period.

In the event either party desires to terminate this Agreement or any services hereunder, the party shall provide at least sixty (60) days prior written notice of the termination date to the other party; provided, however, that the receiving party may agree, in writing, to a shorter notice period.

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(d) Transition Assistance.

In the event of termination of this Agreement, if requested by Sponsor, the Trustee shall assist the Sponsor in developing a plan for the orderly transition of the Plan data, cash and assets then constituting the Trust and services provided by the Trustee hereunder to the Sponsor or its designee. The Trustee shall provide such assistance for a period not extending beyond sixty (60) days from the termination date of this Agreement. The Trustee shall provide to the Sponsor, or to any person designated by the Sponsor, at a mutually agreeable time, one file of the Plan data prepared and maintained by the Trustee in the ordinary course of business, in the Trustee’s format. The Trustee may provide other or additional transition assistance as mutually determined for additional fees, which shall be due and payable by the Sponsor prior to any termination of this Agreement.

(e) Failure to Appoint Successor.

If, by the termination date, the Sponsor has not notified the Trustee in writing as to the individual or entity to which the assets and cash are to be transferred and delivered, the Trustee may bring an appropriate action or proceeding for leave to deposit the assets and cash in a court of competent jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and expenses of the action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements.

Section 10. Successor Trustee.

(a) Appointment.

If the office of Trustee becomes vacant for any reason, the Sponsor may in writing appoint a successor trustee under this Agreement. The successor trustee shall have all of the rights, powers, privileges, obligations, duties, liabilities, and immunities granted to the Trustee under this Agreement. The successor trustee and predecessor trustee shall not be liable for the acts or omissions of the other with respect to the Trust.

(b) Acceptance.

As of the date the successor trustee accepts its appointment under this Agreement, title to and possession of the Trust assets shall immediately vest in the successor trustee without any further action on the part of the predecessor trustee, except as may be required to evidence such transition. The predecessor trustee shall execute all instruments and do all acts that may be reasonably necessary and requested in writing by

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the Sponsor or the successor trustee to vest title to all Trust assets in the successor trustee or to deliver all Trust assets to the successor trustee.

(c) Corporate Action.

Any successor to the Trustee or successor trustee, either through sale or transfer of the business or trust department of the Trustee or successor trustee, or through reorganization, consolidation, or merger, or any similar transaction of either the Trustee or successor trustee, shall, upon consummation of the transaction, become the successor trustee under this Agreement.

Section 11. Resignation, Removal, and Termination Notices.

All notices of resignation, removal, or termination under this Agreement must be in writing and mailed to the party to which the notice is being given by certified or registered mail, return receipt requested, to the Sponsor c/o Director of Compensation, Benefits and Employee Services, Tech Data Corporation, 5350 Tech Data Drive, Clearwater, Florida 33760 , and to the Trustee c/o FESCo Business Compliance, Contracts Administration, 82 Devonshire Street, MM3H, Boston, Massachusetts 02109, or to such other addresses as the parties have notified each other of in the foregoing manner.

Section 12. Duration.

This Trust shall continue in effect without limit as to time, subject, however, to the provisions of this Agreement relating to amendment, modification, and termination thereof.

Section 13. Amendment or Modification.

This Agreement may be amended or modified at any time and from time to time only by an instrument executed by both the Sponsor and the Trustee. The individuals authorized to sign such instrument shall be those authorized by the Sponsor on Schedule “E.”

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Section 14. Electronic Services.

(a) The Trustee may provide Electronic Services and/or Electronic Products, including, but not limited to Fidelity Plan Sponsor WebStation. The Sponsor and its agents agree to use such Electronic Services and Electronic Products only in the course of reasonable administration of or participation in the Plan and to keep confidential and not publish, copy, broadcast, retransmit, reproduce, commercially exploit or otherwise redisseminate the Electronic Products or Electronic Services or any portion thereof without the Trustee’s written consent, except, in cases where Trustee has specifically notified the Sponsor that the Electronic Products or Services are suitable for delivery to Sponsor’s Participants, for non-commercial personal use by Participants or beneficiaries with respect to their participation in the Plan or for their other retirement planning purposes.

(b) The Sponsor shall be responsible for installing and maintaining all Electronic Products, (including any programming required to accomplish the installation) and for displaying any and all content associated with Electronic Services on its computer network and/or intranet so that such content will appear exactly as it appears when delivered to Sponsor. All Electronic Products and Services shall be clearly identified as originating from the Trustee or its affiliate. The Sponsor shall promptly remove Electronic Products or Services from its computer network and/or intranet, or replace the Electronic Products or Services with updated products or services provided by the Trustee, upon written notification (including written notification via facsimile) by the Trustee.

(c) All Electronic Products shall be provided to the Sponsor without any express or implied legal warranties or acceptance of legal liability by the Trustee, and all Electronic Services shall be provided to the Sponsor without acceptance of legal liability related to or arising out of the electronic nature of the delivery or provision of such Services. Except as otherwise stated in this Agreement, no rights are conveyed to any property, intellectual or tangible, associated with the contents of the Electronic Products or Services and related material. The Trustee hereby grants to the Sponsor a non-exclusive, non-transferable revocable right and license to use the Electronic Products and Services in accordance with the terms and conditions of this Agreement.

(d) To the extent that any Electronic Products or Services utilize internet services to transport data or communications, the Trustee will take, and Sponsor agrees to follow, reasonable security precautions, however, the Trustee disclaims any liability for interception of any such data or communications. The Trustee reserves the right not to accept data or communications transmitted via electronic media by the Sponsor or a third party if it determines that the media does not provide adequate data security, or if it is not administratively feasible for the Trustee to use the data security provided. The Trustee shall not be responsible for, and makes no warranties regarding access, speed or availability of

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internet or network services, or any other service required for electronic communication. The Trustee shall not be responsible for any loss or damage related to or resulting from any changes or modifications to the Electronic Products or Services after delivering it to the Sponsor.

(e) The Trustee will provide to Participants the FullView^SM service via NetBenefits^SM, through which Participants may elect to consolidate and manage any retirement account information available through NetBenefits as well as External Account Information. To the extent not provided by the Trustee or its affiliates, the data aggregation service will be provided by Yodlee.com, Inc. or such other independent provider as the Trustee may select, pursuant to a contract that requires the provider to take appropriate steps to protect the privacy and confidentiality of information furnished by users of the service. The Sponsor acknowledges that Participants who elect to use FullView^SM must provide passwords and PINs to the provider of data aggregation services. The Trustee will use External Account Information to furnish and support FullView^SM or other services provided pursuant to this Agreement, and as otherwise directed by the Participant. The Trustee will not furnish External Account Information to any third party, except pursuant to subpoena or other applicable law. The Sponsor agrees that the information accumulated through FullView^SM shall not be made available to the Sponsor, provided, however, that the Trustee shall provide to the Sponsor, upon request, aggregate usage data that contains no personally identifiable information.

Section 15. Assignment.

This Agreement, and any of its rights and obligations hereunder, may not be assigned by any party without the prior written consent of the other party(ies), and such consent may be withheld in any party’s sole discretion. Notwithstanding the foregoing, Trustee may assign this Agreement in whole or in part, and any of its rights and obligations hereunder, to a subsidiary or affiliate of Trustee with notice to the Sponsor. All provisions in this Agreement shall extend to and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 16. Force Majeure.

No party shall be deemed in default of this Agreement to the extent that any delay or failure in performance of its obligation(s) results, without its fault or negligence, from any cause beyond its reasonable control, such as acts of God, acts of civil or military authority, embargoes, epidemics, war,

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riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, power outages or strikes. This clause shall not excuse any of the parties to the Agreement from any liability which results from failure to have in place reasonable disaster recovery and safeguarding plans adequate for protection of all data each of the parties to the Agreement are responsible for maintaining for the Plan.

Section 17. Confidentiality.

Both parties to this Agreement recognize that in the course of implementing and providing the services described herein, each party may disclose to the other Confidential Information. All such Confidential Information, individually and collectively, and other proprietary information disclosed by either party shall remain the sole property of the party disclosing the same, and the receiving party shall have no interest or rights with respect thereto if so designated by the disclosing party to the receiving party. Each party agrees to maintain all such Confidential Information in trust and confidence to the same extent that it protects its own proprietary information, and not to disclose such Confidential Information to any third party without the written consent of the other party. Each party further agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. In addition, each party agrees not to disclose or make public to anyone, in any manner, the terms of this Agreement, except as required by law, without the prior written consent of the other party.

Section 18. General.

(a) Performance by Trustee, its Agents or Affiliates.

The Sponsor acknowledges and authorizes that the services to be provided under this Agreement shall be provided by the Trustee, its agents or affiliates, including but not limited to FIIOC, FBSLLC, or the successor to any of them, and that certain of such services may be provided pursuant to one or more separate contractual agreements or relationships.

(b) Entire Agreement.

This Agreement together with the schedules attached hereto, which are hereby incorporated by reference herein, contains all of the terms agreed upon between the parties with respect to the subject matter hereof.

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(c) Waiver.

No waiver by either party of any failure or refusal to comply with an obligation hereunder shall be deemed a waiver of any other obligation hereunder or any subsequent failure or refusal to comply with any other obligation hereunder.

(d) Successors and Assigns.

The stipulations in this Agreement shall inure to the benefit of, and shall bind, the successors and assigns of the respective parties.

(e) Partial Invalidity.

If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

(f) Section Headings.

The headings of the various sections and subsections of this Agreement have been inserted only for the purposes of convenience and are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

(g) Communications.

(i) Content

The Sponsor shall provide all information requested by the Trustee to help it prepare Participant communications necessary to allow the Trustee to meet its obligations under this Agreement. The Sponsor represents that Participant communications prepared by the Sponsor will include any information required by applicable regulations to afford Plan fiduciaries protection under ERISA §404(c) as determined by the Sponsor. The Trustee shall have no responsibility or liability for any Losses resulting from the use of information provided by or from communications prepared by the Sponsor. To the extent that the Trustee requires the inclusion of certain language in, or places restrictions on the Sponsor’s ability to control the language in Participant communications, the Trustee represents that the language required will include any language required by applicable regulations to afford Plan fiduciaries protection under ERISA §404(c).

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(ii) Delivery

In the event that the Sponsor retains any responsibility for delivering Participant communications to some or all Participants and beneficiaries, the Sponsor agrees to furnish the communications to such Participants in a timely manner as determined under applicable law (including ERISA §404(c) and the Sarbanes-Oxley Act requirements for “blackout” notices). The Sponsor also represents that such communications will be delivered to such Participants and beneficiaries in a manner permitted by applicable law, including electronic delivery that is consistent with applicable regulations regarding electronic transmission (for example, DOL Regulation §2501.104b-1). The Trustee and its affiliates shall have no responsibility or liability for any Losses resulting from the failure of the Sponsor to furnish any such communications in a manner which is timely and consistent with applicable law. For all Participant communications delivered solely by the Trustee and its affiliates, the Trustee represents that such delivery will be in accordance with the regulations and laws referenced above.

Section 19. Governing Law.

(a) Massachusetts Law Controls.

This Agreement is being made in the Commonwealth of Massachusetts, and the Trust shall be administered as a Massachusetts trust. The validity, construct, effect and administration of the Agreement shall be governed by and interpreted in accordance with the banking laws of the Commonwealth of Massachusetts to the extent they govern the activities of the Trustee and otherwise in accordance with the laws of Florida, except to the extent those laws are superseded under section 514 of ERISA.

(b) Trust Agreement Controls.

The Trustee is not a party to the Plan, and in the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of this Agreement shall control.

Section 20. Plan Qualification.

The Plan is intended to be qualified under section 401(a) of the Code and the Trust established hereunder is intended to be tax-exempt under section 501(a) of the Code. The Sponsor represents that to the extent

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Participants are able to instruct the investment of their account, the Plan is intended to constitute a plan described in section 404(c) of ERISA and Title 29 of the Code of Federal Regulations Section 2550.404c-1. A confirmation of the Plan’s current qualified status is attached hereto as Schedule “F,” and the Sponsor shall provide proof of the Plan’s continued qualification upon request by the Trustee. The Sponsor has the sole responsibility for ensuring the Plan’s qualified status and full compliance with the applicable requirements of ERISA. The Sponsor hereby certifies that it has furnished to the Trustee a complete copy of the Plan and all amendments thereto in effect as of the date of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

TECH DATA CORPORATION
By:
Name:
Title:
Date:
FIDELITY MANAGEMENT TRUST COMPANY
By:
	FMTC Authorized Signatory
Name:
Date:

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SCHEDULES

SCHEDULE “A” – Administrative Services

Administration

* Establishment and maintenance of Participant account and election percentages.

* Maintenance of the Plan investment options set forth on Schedule “C.”

* Maintenance of the following money classifications:

• Employee Pre Tax

• Employee Pre Tax Catch Up

• Post 1/1/2000 – Employer Match

• Pre 1/1/2000 – Employer Match

• ESOP

• Rollover

• QNEC

• Pre 1/1/2000 - Employee Pre Tax

* The Trustee will provide the recordkeeping and administrative services set forth on this Schedule “A” or as otherwise agreed to in writing (or by means of a secure electronic medium) between Sponsor and Trustee. The Trustee may unilaterally add or enhance services, provided there is no impact on the fees set forth in Schedule “B.”

A) Participant Services

1. Participant service representatives are available each Business Day from 8:30 a.m. ET - 8:00 p.m. in the Participant’s time zone in the continental United States to provide toll free telephone service for Participant inquiries and transactions.

2. Through the automated voice response system and on-line account access via the world wide web, Participants also have virtually 24 hour account inquiry and transaction capabilities.

3. For security purposes, all calls are recorded. In addition, several levels of security are available including the verification of a PIN or such other personal identifier as may be agreed to from time to time by the Sponsor and the Trustee.

4. The following services are available via the telephone or such other electronic means as may be agreed upon from time to time by the Sponsor and the Trustee:

• Enroll new Participants. Confirmation of enrollment will be provided on-line or if requested, by mail (generally within five (5) calendar days of the request).

• Provide Plan investment option information.

• Provide and maintain information and explanations about Plan provisions.

• Respond to requests for literature.

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• Allow Participants to change their deferral and establish/change catch-up contributions, if applicable. Provide updates via EDT for the Sponsor to apply to its payrolls accordingly.

• Maintain and process changes to Participants’ contribution allocations for all money sources.

• Process exchanges (transfers) between investment options on a daily basis.

• Process withdrawals and distributions due to certain circumstances as directed by the Sponsor in accordance with procedures documented in the Plan Administration Manual.

• Consult with Participants on various loan scenarios and generate all documentation.

B) Plan Accounting

1. Process consolidated payroll contributions according to the Sponsor’s payroll frequency via EDT, consolidated magnetic tape or diskette. The data format will be provided by Trustee.

2. Maintain and update employee data necessary to support Plan administration. The data will be submitted according to payroll frequency.

3. Provide daily Plan and Participant level accounting for all Plan investment options.

4. Provide daily Plan and Participant level accounting for all money classifications for the Plan.

5. Audit and reconcile the Plan and Participant accounts daily.

6. Reconcile and process Participant withdrawal requests and distributions as approved and directed by the Sponsor. All requests are paid based on the current market values of Participants’ accounts, not advanced or estimated values. A distribution report will accompany each check.

7. Track individual Participant loans; process loan withdrawals; re-invest loan repayments; and prepare and deliver comprehensive reports to the Sponsor to assist in the administration of Participant loans.

8. Maintain and process changes to Participants’ deferral percentage and prospective and existing investment mix elections.

C) Participant Reporting

1. Provide confirmation to Participants of all Participant initiated transactions either online or via the mail. Online confirms are generated upon submission of a transaction and mail confirms are available by mail within three to five calendar days of the transaction.

2. Provide Participants with opportunity to generate electronic statements via NetBenefits for activity for the requested time period. Upon Participant request, Fidelity will provide paper statements to the Participant via first class mail.

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3. Provide Participants with required Code Section 402(f) notification for distributions from the Plan in compliance with applicable law. This notice advises Participants of the tax consequences of their Plan distributions.

4. Provide Participants with required Code Section 411(a)(11) notification for distributions from the Plan in compliance with applicable law. This notice advises Participants of the normal and optional forms of payment of their Plan distributions.

D) Plan Reporting

1. Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last Business Day of the month. The report will be delivered not later than twenty (20) calendar days after the end of each month in the absence of unusual circumstances.

E) Government Reporting

1. Process year-end tax reports for Participants – Forms 1099-R, as well as preparation of Form 5500 in accordance with the guidelines set forth on Schedule “L”.

F) Communication & Education Services

1. Design, produce and distribute a customized comprehensive communications program for employees. The program may include multimedia informational materials, investment education and planning materials, access to Fidelity’s homepage on the internet and STAGES magazine. Additional fees for such services may apply as mutually agreed upon between Sponsor and Trustee.

2. Provide Fidelity PortfolioPlanner^SM an internet-based educational service for Participants that generates target asset allocations and model portfolios customized to investment options in the Plan based upon methodology provided by Strategic Advisers, Inc., an affiliate of the Trustee. The Sponsor acknowledges that it has received the ADV Part II for Strategic Advisers, Inc. more than 48 hours prior to executing the Trust agreement.

G) Other

1. Non-Discrimination Testing: Perform non-discrimination limitation testing as described in the Service Overview and Instructions and authorized in writing by the Sponsor. In order to obtain this service, the client shall be required to provide the information identified in the Fidelity Discrimination Testing Package Guidelines. Any fees and restrictions associated with this testing service shall be addressed in such guidelines. The Trustee will provide reasonable assistance in the event the Sponsor is audited by the Internal Revenue Service.

2. Plan Sponsor Webstation: The Fidelity Participant Recordkeeping System is available on-line to the Sponsor via the Plan Sponsor Webstation. PSW is a graphical, Windows-based application that provides current plan and Participant-level information, including indicative data, account balances, activity and history.

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3. Change of Address by Telephone: The Trustee shall allow persons with account balances who are not active employees to make address changes via Fidelity’s toll-free telephone service.

4. De minimis Distributions: After a Participant terminates employment and is eligible for a distribution, the Trustee will determine whether the vested account balance exceeds $5,000, or exceeds $5,000 at the end of the warning period (at least 30 days, but not more than 70 days, from the determination date). If not, the Trustee will process a mandatory and immediate cashout, subject only to the requirement to offer a rollover opportunity. The $5,000 threshold will be determined based on criteria provided by the Sponsor and will increase or decrease as Congress may from time to time amend this threshold in Code Section 411(a)(11).

5. Roll-In Processing. The Trustee shall process the qualification of rollover contributions to the Trust. The procedures for qualifying a rollover are directed by the Sponsor and the Trustee shall accept or deny each rollover based upon the Plan’s written criteria and any written guidelines provided by the Sponsor and documented in the Plan Administration Manual.

Requests that do not meet the specified criteria will be returned to the Participant with further explanation as to why the request cannot be processed. If the Sponsor or the Trustee determine that a request is not a valid rollover, the full amount of the requested rollover will be distributed to the Participant.

6. Minimum Required Distributions: Monitor and process minimum required distribution (“MRD”) amounts as follows: the Trustee shall provide the Sponsor on an annual basis, with a report identifying those Participants who are required to receive a MRD. The Sponsor shall provide appropriate notices to each such Participant. The Sponsor will direct the Trustee in writing to begin the required distribution for the MRD Participant.

7. Qualified Domestic Relations Order Processing: The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with the benefits office contact information, suspending payments upon written notification by the Sponsor that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator.

8. Auto-Age Payouts: The Sponsor directs the Trustee to notify the auto-age payout Participant that a distribution will be made and, upon notification from the auto-age payout Participant, will use the Participant’s information to process their distribution. If the auto-age payout Participant does not respond to the Trustee’s notification, the Sponsor directs the Trustee to automatically make the required distribution to the auto-age payout Participant.

TECH DATA CORPORATION		FIDELITY MANAGEMENT TRUST COMPANY
By:		By:
	Date		FMTC Authorized Signatory                         Date

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SCHEDULE “B” – Fee Schedule

Annual Participant Fee:	$4.00 per Participant*, billed and payable quarterly.
Loan Fee:	Establishment fee of $35.00 per loan account; annual fee of $15.00 per loan account.
Minimum Required Distribution:	$25.00 per Participant per MRD Withdrawal.
In-Service Withdrawals:	$20.00 per withdrawal.
Return of Excess Contribution Fee:	$25.00 per Participant, one-time charge per calculation and check generation.
Non-Fidelity Mutual Funds:	Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at https://psw.fidelity.com or a successor site.
Signature Ready 5500	The fee is $1,000 per 5500 if all required information is submitted within 5½ months following the Plan’s year-end. If all required information is not received until after 5½ months following the Plan’s year-end, there will be an additional $1,000 late processing charge per Plan affected. Any revisions requested by the Plan Sponsor after Fidelity has initially prepared and submitted the Form 5500 to the Plan Sponsor will be processed at a rate of $100 per hour.
Self Directed Brokerage:	Fidelity BrokerageLink Plan Related Account Fee:
	Annual Account Fee of $100 per account within each plan per year. To be calculated and deducted quarterly from the SPO if sufficient funds are available in the SPO. If there are insufficient funds in the SPO, fees shall be deducted from the BrokerageLink Core Account. Fidelity BrokerageLink Plan account minimum initial investment is $2,500; subsequent transfer minimum is $1,000.

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Brokerage fees and commissions for individual trades will be charged in accordance with a separate commission schedule.

• Other Fees: Separate charges may apply for optional non-discrimination testing, extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to Participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. Fees for corporate actions will be negotiated separately, based on the characteristics of the project as well as the overall relationship at the time of the project.

* This fee will be imposed pro rata for each calendar quarter, or any part thereof, that it remains necessary to keep a Participant’s account(s) as part of the Plan’s records, e.g., vested, deferred, forfeiture, top-heavy and terminated Participants who must remain on file through calendar year-end for 1099-R reporting purposes.

Stock Administration Fee:

• To the extent that assets are invested in Sponsor Stock,.10% of such assets in the Trust payable pro rata quarterly on the basis of such assets as of the calendar quarter’s last valuation date, but no less than $10,000 nor more than $35,000 per year.

Note: These fees have been negotiated and accepted based on the following Plan characteristics: current plan assets of $58.6 million, current participation of 3,000 Participants, current stock assets of $14.1 million, total Fidelity actively managed Mutual Fund assets of $29.5 million, total Fidelity non-actively managed Mutual Fund assets of $3.6 million, total Non-Fidelity Mutual Fund assets of $11.3 million, and projected net cash flows of $1.7 million per year. Fees will be subject to revision if these Plan characteristics change significantly by either falling below or exceeding current or projected levels. Fees also have been based on the use of up to 22 investment options, and such fees will be subject to revision if additional investment options are added.

The Mutual Funds selected by the Named Fiduciary and listed on Schedule “C” meet the investment criteria of the Sponsor. The Sponsor reserves the right to replace any Mutual Funds upon sixty (60) days’ notice to the Trustee, with no impact to the per Participant recordkeeping fee described in this Schedule “B”, provided that, if a fund no longer meets the investment criteria, as stated in the Sponsor’s investment policy, the Named Fiduciary will choose a Fidelity Mutual Fund as a replacement. If a Fidelity Mutual Fund does not meet the investment criteria, the Named Fiduciary may choose a fund from our FundsNet offering as a replacement fund. If a FundsNet fund does not meet the investment criteria, the Named Fiduciary may choose a non-FundsNet fund as a replacement for that fund, as long as the fund shares at least 35 basis points revenue share, and also meets our operational guidelines.

TECH DATA CORPORATION		FIDELITY MANAGEMENT TRUST COMPANY
By:		By:
	Date		FMTC Authorized Signatory                         Date

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SCHEDULE “C” – Investment Options

In accordance with Section 5(b), the Named Fiduciary hereby directs the Trustee that Participants’ individual accounts may be invested in the following investment options:

• Fidelity Money Market Trust: Retirement Money Market Portfolio

• Fidelity Freedom Income Fund

• Fidelity Freedom 2000 Fund

• Fidelity Freedom 2010 Fund

• Fidelity Freedom 2020 Fund

• Fidelity Freedom 2030 Fund

• Fidelity Freedom 2040 Fund

• Fidelity Blue Chip Growth Fund

• Fidelity Diversified International Fund

• Fidelity Low-Priced Stock Fund

• Fidelity Dividend Growth Fund

• Fidelity Equity-Income Fund

• Fidelity Spartan U.S. Equity Index Fund

• Fidelity Spartan Investment Grade Bond Fund

• Fidelity Government Securities Fund

• Artisan Mid Cap Growth Fund – Investors Class

• Lord Abbett Mid Cap Value Fund – Class A Shares

• Managers Special Equity Fund

• Dodge & Cox Balanced Fund

• PIMCO High Yield Fund – Administrative Class Shares

• Tech Data Stock Fund

• BrokerageLink

The Named Fiduciary hereby directs that the investment option referred to in Section 5(c) and Section 5(e)(vi)(B)(5) shall be Fidelity Money Market Trust: Retirement Money Market Portfolio.

TECH DATA CORPORATION
By:
	Date

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SCHEDULE “D” – Authorized Signers (Administrator)

(Use separate Schedules “D-1,”“D-2,”etc. to have different “Administrators” with respect to different Plans within a Master Trust)

[Sponsor’s Letterhead]

[Date]

Elizabeth S. Lane

FESCo Business Compliance

Contracts Administration

82 Devonshire Street, MM3H

Boston, MA 02109

[Name of Plan]

*** NOTE: This schedule should contain names and signatures for ALL individuals who will be providing directions to Fidelity representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from any individual whose name does not appear on this schedule.***

Dear Ms. Lane:

This letter is sent to you in accordance with Section 8(b) of the Trust Agreement, dated as of [date], between [name of Plan Sponsor] and Fidelity Management Trust Company. [I or We] hereby designate [name of individual], [name of individual], and [name of individual], as the individuals who may provide directions on behalf of the Administrator upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such.

You may rely upon each designation and certification set forth in this letter until [I or we] deliver to you written notice of the termination of authority of a designated individual.

Very truly yours,

[SPONSOR]

By:

[signature of designated individual]

[name of designated individual]

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[signature of designated individual]

[name of designated individual]

[signature of designated individual]

[name of designated individual]

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SCHEDULE “E” – Authorized Signers (Named Fiduciary)

(Use separate Schedules “E-1,”“E-2,”etc. to have different “Named Fiduciaries” with respect to different Plans within a Master Trust)

[Sponsor’s Letterhead]

[Date]

Elizabeth S. Lane

FESCo Business Compliance

Contracts Administration

82 Devonshire Street, MM3H

Boston, MA 02109

[Name of Plan]

*** NOTE: This schedule should contain names and signatures for ALL individuals who will be providing directions to Fidelity representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from any individual whose name does not appear on this schedule.***

Dear Ms. Lane:

This letter is sent to you in accordance with Section 8(c) of the Trust Agreement, dated as of [date], between [name of Plan Sponsor] and Fidelity Management Trust Company. [I or We] hereby designate [name of individual], [name of individual], and [name of individual], as the individuals who may provide directions on behalf of the Named Fiduciary upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such.

You may rely upon each designation and certification set forth in this letter until [I or we] deliver to you written notice of the termination of authority of a designated individual.

Very truly yours,

[SPONSOR]

By

[signature of designated individual]

[name of designated individual]

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[signature of designated individual]

[name of designated individual]

[signature of designated individual]

[name of designated individual]

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SCHEDULE “F” – Statement of Qualified Status

[Law Firm Letterhead]

**Note: This Schedule is not necessary if the Plan’s IRS determination letter is not more than two (2) years old.

Elizabeth S. Lane

FESCo Business Compliance

Contracts Administration

82 Devonshire Street, MM3H

Boston, MA 02109

[Name of Plan]

Dear Ms. Lane:

In accordance with your request, this letter sets forth our opinion with respect to the qualified status under section 401(a) of the Internal Revenue Code of 1986 (including amendments made by the Employee Retirement Income Security Act of 1974) (the “Code”), of the [name of plan], as amended to the date of this letter (the “Plan”).

The material facts regarding the Plan as we understand them are as follows. The most recent favorable determination letter as to the Plan’s qualified status under section 401(a) of the Code was issued by the [location of Key District] District Director of the Internal Revenue Service and was dated [date] (copy enclosed). The version of the Plan submitted by [name of company] (the “Company”) for the District Director’s review in connection with this determination letter did not contain amendments made effective as of [date]. These amendments, among other matters, [brief description of amendments]. [Subsequent amendments were made on [date] to amend the provisions dealing with [brief description of amendments].]

The Company has informed us that it intends to submit the Plan to the [location of Key District] District Director of the Internal Revenue Service and to request from him a favorable determination letter as to the Plan’s qualified status under section 401(a) of the Code. The Company may have to make some modifications to the Plan at the request of the Internal Revenue Service in order to obtain this favorable determination letter, but we do not expect any of these modifications to be material. The Company has informed us that it will make these modifications.

Based on the foregoing statements of the Company and our review of the provisions of the Plan, it is our opinion that the Internal Revenue Service will issue a favorable determination letter as to the qualified status of the Plan, as modified at the request of the Internal Revenue Service, under section 401(a) of the Code, subject to the customary condition that continued qualification of the Plan, as modified, will depend on its effect in operation.

[Furthermore, in that the assets are in part invested in common stock issued by the Company or an affiliate, it is our opinion that the Plan is an “eligible individual account plan” (as defined under Section 407(d)(3) of ERISA) and that the shares of common stock of the Company held and to be purchased under the Plan are “qualifying employer securities” (as defined under Section 407(d)(5) of ERISA). Finally, it is our opinion that interests in the Plan are not required to

44

be registered under the Securities Act of 1933, as amended, or, if such registration is required, that such interests are effectively registered under said Act.]

Sincerely,
[name of law firm]
By:	[signature]
	[name of partner]

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SCHEDULE “G” – Exchange Guidelines

The following exchange guidelines are currently employed by FIIOC.

Participants may initiate exchanges, via a Fidelity Participant service representative, from 8:30 a.m. (ET) to 8:00 p.m. in the Participant’s time zone in the continental United States on each Business Day.

Participants may initiate exchanges via VRS and the internet (NetBenefits^SM) virtually 24 hours a day.

FIIOC reserves the right to change these exchange guidelines at its discretion with reasonable notice to the Sponsor.

Note: The NYSE’s normal closing time is 4:00 p.m. (ET); in the event the NYSE closes before such time or alters its closing time, all references below to 4:00 p.m. (ET) shall mean the actual or altered closing time of the NYSE.

General Rule for Plan Investment Options

Exchanges Between Plan Investment Options

Except as otherwise described below, exchanges between Plan investment options are processed on a daily cycle, market conditions permitting. Participants may contact Fidelity on any day to initiate an exchange between the Plan’s investment options. If the request is confirmed before the close of the market (generally 4:00 p.m. (ET)), on a Business Day, it will receive that day’s trade date. Requests confirmed after the close of the market on a Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis.

Exceptions or Other Restrictions

Sponsor Stock:

Provided that the Tech Data Stock Fund is open for purchases and sales of units, the following rules will govern exchanges:

• Exchanges From Tech Data Stock Fund into Other Plan Investment Options

If Fidelity receives the request before the close of the market on any Business Day and Available Liquidity is sufficient to honor the trade after Specified Hierarchy rules are applied, it will receive that day’s trade date. Requests received by Fidelity after the close of the market on any Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis,

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subject to Available Liquidity for such day after application of Specified Hierarchy rules. If Available Liquidity on any day is insufficient to honor the trade after application of Specified Hierarchy rules, it will be suspended until Available Liquidity is sufficient, after application of Specified Hierarchy rules, to honor such trade, and it will receive the trade date and Closing Price of the date on which it was processed.

BrokerageLink Option:

• Exchanges from Investment Options (Standard Plan Option) into BrokerageLink Option

If a request to exchange into BrokerageLink is confirmed before the close of the market (generally 4:00 p.m. ET) on any Business Day, the SPO investment option redemption will receive that day’s trade date. The purchase into the BrokerageLink Core Account, Fidelity Cash Reserves, will receive the next Business Day’s trade date. Requests confirmed after the close of the market on a Business Day will be processed on a next Business Day basis.

Although there is a one day lag in the trade date of the purchase into the BrokerageLink Core Account, Participants can trade in their BrokerageLink account prior to the actual exchanged assets being credited to the BrokerageLink Core Account, if the Participant initiates the exchange via a Participant services representative. Participants who initiate an exchange will have 90% of the assets immediately available to trade through a brokerage representative. The next Business Day 100% of the exchanged amount will be available for trading through a brokerage representative, FAST or the world wide web (Fidelity.com).

• Exchanges from BrokerageLink Option into Mutual Funds (Standard Plan Option)

Each Plan must designate a SPO Option as the default fund to which all exchanged assets from BrokerageLink to SPO are credited. Participants will have no choice as to where these assets are invested upon transfer from the FBSLLC system. If a Participant wants to reallocate to other investment options, he/she must call after they have been credited to Fidelity’s Participant Recordkeeping System (“FPRS”).

A Participant may call on any Business Day to transfer from their BrokerageLink account to their SPO default fund. Participants must speak to a brokerage representative to exchange from their BrokerageLink account into the SPO. The transfer will involve a redemption from the BrokerageLink Core Account (Fidelity Cash Reserves). If the request is confirmed before the close of market on a Business Day, the BrokerageLink Core Account redemption will receive that day’s trade date. The purchase into the SPO default fund will receive that day’s trade date. Requests confirmed after the close of the market on a Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis.

Most trades within the BrokerageLink account require a three (3) Business Day settlement period. When placing the sell order in his/her BrokerageLink account, the Participant may not request

47

that upon settlement of the sell, assets be transferred from BrokerageLink to the SPO default fund. The Participant must call back after each settlement to transfer funds from Fidelity Cash Reserves into the SPO default fund.

TECH DATA CORPORATION

By:

Name:

Title:

Date:

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SCHEDULE “H” – Operational Guidelines for Non-Fidelity Mutual Funds

Pricing

By 7:00 p.m. Eastern Time (“ET”) each Business Day, the Non-Fidelity Mutual Fund Vendor (Fund Vendor) will transmit the following information (“Price Information”) to FIIOC: (1) the NAV for each Fund prior to the close of trading on the New York Stock Exchange (“Close of Trading”), (2) the change in each Fund’s NAV from the Close of Trading on the prior Business Day, (3) in the case of an income fund or funds, the daily accrual for interest rate factor (“mil rate”), and (4) on ex dividend date, if applicable, dividend and capital gain information. FIIOC must receive Price Information each Business Day. If on any Business Day the Fund Vendor does not provide such Price Information to FIIOC, FIIOC shall pend all associated transaction activity in the Plan until the relevant Price Information is made available by Fund Vendor.

Trade Activity and Wire Transfers

Each Business Day following Trade Date (“Trade Date plus One”), FIIOC or National Financial Services Corporation LLC (“NFS”), an affiliate of FIIOC, will provide, via facsimile, to the Fund Vendor a consolidated report of net purchase or net redemption activity that occurred in each of the Funds at the Close of Trading on the prior Business Day. The report will reflect the dollar amount of assets and shares to be invested or withdrawn for each Fund. FIIOC or NFS will transmit this report to the Fund Vendor each Business Day, regardless of processing activity. In the event that data contained in the facsimile transmission represents estimated trade activity, FIIOC or NFS shall provide a final facsimile to the Fund Vendor. Any resulting adjustments shall be processed by the Fund Vendor at the net asset value for the prior Business Day.

The Fund Vendor shall send via regular mail to FIIOC or NFS transaction confirms for all daily activity in each of the Funds. The Fund Vendor shall also send via regular mail to FIIOC or NFS, by no later than the fifth Business Day following calendar month close, a monthly statement for each Fund. FIIOC and NFS agree to notify the Fund Vendor of any balance discrepancies within twenty (20) Business Days of receipt of the monthly statement.

For purposes of wire transfers, FIIOC or NFS shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day.

Prospectus Delivery

FIIOC shall be responsible for the timely delivery of Fund prospectuses and periodic Fund reports (“Required Materials”) to Participants, and shall retain the services of a third-party vendor to handle such mailings. The Fund Vendor shall be responsible for all materials and production costs, and hereby agrees to provide the Required Materials to the third-party vendor selected by FIIOC. The Fund Vendor shall bear the costs of mailing annual Fund reports to Participants. FIIOC shall bear the costs of mailing prospectuses to Participants.

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Proxies

The Fund Vendor shall be responsible for all costs associated with the production of proxy materials. FIIOC shall retain the services of a third-party vendor to handle proxy solicitation mailings and vote tabulation. Expenses associated with such services shall be billed directly to the Fund Vendor by the third-party vendor.

Participant Communications

The Fund Vendor shall provide internally-prepared fund descriptive information approved by the Funds’ legal counsel for use by FIIOC in its written Participant communication materials. FIIOC shall utilize historical performance data obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone conversations with Participants and in quarterly Participant statements. The Sponsor hereby consents to FIIOC’s use of such materials and acknowledges that FIIOC is not responsible for the accuracy of such third-party information. FIIOC shall seek the approval of the Fund Vendor prior to retaining any other third-party vendor to render such data or materials under this Agreement.

Compensation

FIIOC shall be entitled to fees as set forth in a separate agreement with the Fund Vendor.

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SCHEDULE “I” – Securities That May Be Purchased Under the BrokerageLink Option

Mutual Funds only

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SCHEDULE “J” – BrokerageLink Administrative Procedures

This Schedule spells out the actions that FIIOC or its successor will take to rectify various situations that might arise in BrokerageLink accounts as an option in the Plan(s). By signing this Schedule, the Plan agrees to the terms of this Schedule as standing instructions for FIIOC to take the appropriate action to comply with the Trust document and to facilitate customer service and operations processing.

General

As necessary, FIIOC will initiate a transaction in the Participant’s BrokerageLink Core Account to rectify a situation in the Participant’s SPO. FIIOC will initiate a sell trade in the Participant’s BrokerageLink security position, if the terms of the Trust agreement have been violated. In the case where FIIOC initiates a sell trade to collect account fees FIIOC will look to the BrokerageLink Core Account. In problem resolution situations that are not violations of the Trust agreement, then FIIOC will look to the Sponsor for direction with regard to the Participant’s BrokerageLink account. The Participant will be notified of these transactions by a confirmation.

All purchases or sales of individual securities must be made by FBSLLC.

Participants must complete and submit a BrokerageLink application prior to the transfer of any funds into BrokerageLink.

Unsecured debit or overdraft

If there is an unsecured debit or overdraft, then FIIOC will place a sell trade order(s) in the Participant’s BrokerageLink account to raise enough cash to cover the unsecured debit or overdraft. The securities that will be sold will be selected on a last in - first out basis. Only enough shares/par of the security(ies) will be sold to cover the unsecured debit or overdraft. Any trade related expenses (commissions, other fees) and realized gain or loss will be borne by the Participant. The Participant will be notified of these transactions by a confirmation.

Restricted sources

A Plan may restrict sources from being transferred to BrokerageLink. If FIIOC identifies any restricted source assets that have been transferred to BrokerageLink, then FIIOC will take action to return the original transferred amount related to the restricted source(s) to SPO.

If there are enough assets in the Participant’s BrokerageLink Core Account, then FIIOC will initiate a trade order to transfer the assets from the BrokerageLink Core Account to SPO. The assets will be credited to the SPO default fund. The Participant will be notified of these transactions by a confirmation.

If there are not enough assets, FIIOC will place a sell trade order(s) in the Participant’s BrokerageLink account to raise enough cash to cover the restricted source assets. The securities that will be sold will be selected on a last in - first out basis. Only enough shares/par of the security(ies) will be sold to cover the restricted source assets. Any trade related expenses (commissions, other fees) and realized gain or loss

52

will be borne by the Participant. The assets will be returned to the SPO default fund. The Participant will be notified of these transactions by a confirmation.

Non-vested assets

A Plan may restrict non-vested assets from being transferred to BrokerageLink. If FIIOC identifies any non-vested assets that have been transferred to BrokerageLink, then FIIOC will take action to return the original transferred amount related to the non-vested assets to SPO.

If there are enough assets in the Participant’s BrokerageLink Core Account, then FIIOC will initiate a trade order to transfer the assets from the BrokerageLink Core Account to SPO. The assets will be credited to the SPO default fund. The Participant will be notified of these transactions by a confirmation.

If there are not enough assets, FIIOC will place a sell trade order in the Participant’s BrokerageLink account to raise enough liquid assets to cover the non-vested assets. The securities that will be sold will be selected on a last in - first out basis. Only enough shares/par of the security(ies) will be sold to cover the non-vested assets. Any trade related expenses (commissions, other fees) and realized gain or loss will be borne by the Participant. The assets will be returned to the SPO default fund. The Participant will be notified of these transactions by a confirmation.

Restricted or ineligible securities

The Plan has designated that certain securities or security types be restricted from being purchased by Participants. If FIIOC identifies a restricted security that has been purchased by a Participant, then FIIOC will place a sell trade order in the Participant’s BrokerageLink account to remove that security from the Plan. Any trade related expenses (commissions, other fees) and realized gain or loss will be borne by the Participant. The liquidated assets will be credited to the BrokerageLink Core Account. The Participant will be notified of these transactions by a confirmation.

Unauthorized channel deposits

Participants may deposit money into their BrokerageLink account only through the SPO recordkeeping system. A Participant may not deposit money to the BrokerageLink account by any other means than payroll deduction to the SPO. Money that is deposited to the BrokerageLink account in any other way is considered to be an unauthorized channel.

If money is deposited to a BrokerageLink account via an unauthorized channel, then FIIOC will initiate the removal of that money. If there are enough assets in the Participant’s BrokerageLink Core Account, then FIIOC will request that a check be cut in the amount of the original deposit. The check will be mailed to the Participant.

If there are not enough assets in the Participant’s BrokerageLink Core Account, then FIIOC will place a sell trade order(s) in the Participant’s BrokerageLink account to raise enough liquid assets to cover the unauthorized channel deposit. The securities that will be sold will be selected on a last in - first out basis. Only enough shares/par of the security(ies) will be sold to cover the unauthorized channel deposit. Any trade related expenses (commissions, other fees) and realized gain or loss will be borne by the Participant.

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Once the sell transactions have settled, FIIOC will request that a check be cut for the original amount. The check will be mailed to the Participant.

Unauthorized channel withdrawals

Participants may withdraw money from their BrokerageLink account only through the SPO recordkeeping system (FPRS). A Participant may not withdraw money from the BrokerageLink account by any other means than by speaking to a Fidelity phone representative. Money that is withdrawn from the BrokerageLink account in any other way is considered to be an unauthorized channel.

If money is withdrawn through an unauthorized channel, FIIOC will contact the Participant and request that the withdrawn assets be returned to FIIOC. FIIOC will redeposit the assets in the Participant’s BrokerageLink account.

Non-discrimination testing

If a distribution of excess contribution (all are not excess contributions - this term is meant as catch-all) needs to be made from a Participant’s retirement savings account due to discrimination testing reasons, FIIOC will first look to SPO for available assets. If there are not enough assets in SPO, then FIIOC will look to the BrokerageLink account.

If there are ample assets in the Participant’s BrokerageLink Core Account, then FIIOC will initiate the transfer of the assets to the SPO default fund. The distribution of excess contributions will then be made from SPO according to the appropriate hierarchy.

Qualified Domestic Relation Orders (“QDRO’s”)

FIIOC will comply with the terms of the QDRO. If a BrokerageLink account is involved in a QDRO situation, then FIIOC will take direction from the Sponsor as to the actions to be taken with regards to potentially splitting the BrokerageLink account.

Deaths

FIIOC will comply with the terms of the applicable legal documents in the event of a Participant death. If a BrokerageLink account is involved in a death, then FIIOC will take direction from the Sponsor as to the action to be taken with regards to any potential activity in the BrokerageLink account.

Systematic Withdrawal Payments/Minimum Required Distributions

All withdrawals, systematic or otherwise, are debited from the Participant’s SPO. If a Participant wants their balances in BrokerageLink included in the withdrawal they must move all balances out of brokerage and into the SPO.

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Fees

All Plan related fees that are paid by the Participant are debited from the Participant’s SPO. If there are not enough assets in SPO to pay fees of any nature, then FIIOC will look to the BrokerageLink account.

If there are ample assets in the Participant’s BrokerageLink Core Account, then FIIOC will initiate the transfer of the fee plus 10%, to cover market value fluctuations, to the SPO default fund to cover the current fees.

TECH DATA CORPORATION
By
	Date

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SCHEDULE “K” – Operating Procedures for Participant Loans for the Purchase of a Primary Residence

• The Participant calls Fidelity to request a loan for the purchase of a primary residence.

• The Participant Services Representative will determine, based on the current value of the Participant’s account on the date of the request and any additional guidelines provided by the Sponsor, the amount available for the loan.

• The Participant shall direct Fidelity to the amount, subject to the Plan’s limitations, and term of the loan.

• The Participant Services Representative will inform the Participant of the interest rate (which shall be supplied by the Sponsor) and the installment payment amounts for the requested loan.

• Fidelity will forward the loan documentation to the Participant.

• The Participant will adhere to the following procedures in order to execute the transaction:

– Review the loan documentation and note the expiration date.

– Complete the loan documentation.

– Submit the loan documentation as well as a copy of their purchase and sales agreement, signed by both the buyer and seller, or construction contract (a.k.a. “Builders Contract for New Construction”) to Fidelity.

• Fidelity will receive the Participant’s loan documentation and review it for Participant’s signature and required documentation.

– If the documentation submitted by the Participant meets the Sponsor’s requirements, Fidelity will process the transaction and mail the check directly to the Participant’s home address.

– If the documentation does not meet the Plan’s requirements, Trustee will send a letter to the Participant indicating that the loan cannot be processed and the reason for the rejection.

– If it is unclear from the documentation whether the Participant is eligible for a loan from the Plan, Trustee will forward the loan request to the Sponsor for direction (written approval or rejection).

TECH DATA CORPORATION

By:

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SCHEDULE “L” – Form 5500 Service

Effective for the Signature Ready Form 5500 Service (“Service”) and the Summary Annual Report (“SAR”) prepared for plan year ending December 31, 2003 and thereafter, Fidelity Management Trust Company (“Fidelity”) agrees to provide this Service, in accordance with the following:

The Sponsor hereby agrees to:

• Submit the following required information (“Required Information”) annually:

- Completed plan questionnaire (“Questionnaire”);

- Draft or final copy of the audited financial statements; and

- Copy of the prior year Form 5500 filed with the Department of Labor (DOL) (applicable only if Fidelity did not prepare the plan’s prior year Form 5500)

• Provide Fidelity with the Required Information, in the format requested by Fidelity, as soon as possible after the plan’s year end – but in no event later than the last day of the 8^th month following the plan’s year-end (assuming a filing extension has been requested);

• Authorize Fidelity to prepare and execute IRS Form 5558 (Application for Extension) on behalf of the Plan Administrator and file Form 5558 with the IRS in order to obtain an extension of the filing deadline in the event that Fidelity has not received a completed plan Questionnaire within five and one-half (5 ½) months after the plan’s year end;

• Review, sign and mail the Form 5500 prepared by Fidelity to the DOL in a timely manner;

• Distribute the SAR to participants and beneficiaries in a timely manner; and

• Respond to and provide any other information requested by Fidelity, including soliciting any information from the prior recordkeeper, related to the Form 5500.

Fidelity hereby agrees to:

• Provide the Sponsor with the Questionnaire within one and one-half (1 ½ ) months after the Plan’s year-end;

• File Form 5558 to request an extension of time to file Form 5500 if requested by the Plan Sponsor or if the completed Questionnaire is not received from the Sponsor within five and one half (5 ½ ) months after the Plan’s year end, as specified above;

• Provide the Sponsor with the Form 5500 at least ten (10) days prior to the required filing date and SAR at least ten (10) days prior to the required mailing date, assuming the Plan Sponsor has submitted the Required Information and has met the filing deadlines as outlined in this agreement;

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• Respond to inquiries from the DOL or IRS received by the Sponsor, related to any Form 5500 prepared by Fidelity.

The Plan Sponsor understands that the Form 5500 will be prepared based upon the information provided in the Questionnaire and acknowledges that Fidelity shall have no responsibility for verifying the authenticity or accuracy of the data submitted by the Sponsor on the Questionnaire.

In the event that Fidelity does not receive all Required Information within 8 months after the plan’s year-end, Fidelity will not prepare the Form 5500 and the Sponsor shall be responsible for completing the Form 5500 for filing with the DOL. Fidelity will not be held responsible for any late fees or penalties for incomplete filings caused by it not receiving the Required Information within 8 months after the plan’s year-end.

Fees related to this Service are set out on Schedule “B” to the Agreement to which this schedule is attached. Further, Signature-Ready 5500 service will continue until the Plan Sponsor provides Fidelity with written direction to the contrary.

TECH DATA CORPORATION
By:
	Date

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SCHEDULE “M” – Available Liquidity Procedures for Unitized Stock Fund

The following procedures shall govern sales of the Sponsor Stock Fund requested for a day on which Available Liquidity is insufficient:

1. Loans, withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such loans, withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring the sale of Sponsor Stock Fund units shall be honored for that day.

2. If Available Liquidity has not been exhausted by the aggregate of loans, withdrawals and distributions, then all remaining transactions involving a sale of units in the Sponsor Stock Fund (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the Sponsor Stock Fund shall be honored, by group, on a FIFO basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.

3. Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next Business Day on which there is Available Liquidity.

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EX-31.A

CERTIFICATIONS

Exhibit 31-A

Certification of Chief Executive Officer

Pursuant to

Exchange Act Rules 13a-15(e) and 15d-15(e),

As Adopted Pursuant to

Section 302 of The Sarbanes-Oxley Act of 2002

I, Steven A. Raymund, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) 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: September 12, 2003

/s/    STEVEN A. RAYMUND        

Steven A. Raymund

Chairman of the Board of Directors and

Chief Executive Officer

EX-31.B

Exhibit 31-B

Certification of Chief Financial Officer

Pursuant to

Exchange Act Rules 13a-15(e) and 15d-15(e),

As Adopted Pursuant to

Section 302 of The Sarbanes-Oxley Act of 2002

I, Jeffery P. Howells, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) 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: September 12, 2003

/s/    JEFFERY P. HOWELLS        

Jeffery P. Howells

Executive Vice President and

Chief Financial Officer

EX-32.A

Exhibit 32-A

Certification of Chief Executive Officer

Pursuant to

U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

I, Steven A. Raymund, Chairman of the Board of Directors and Chief Executive Officer of Tech Data Corporation, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(i) Tech Data’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003, (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 12, 2003

/s/    STEVEN A. RAYMUND        

Steven A. Raymund

Chairman of the Board of Directors and

Chief Executive Officer

EX-32.B

Exhibit 32-B

Certification of Chief Financial Officer

Pursuant to

U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

I, Jeffery P. Howells, Executive Vice President and Chief Financial Officer of Tech Data Corporation, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(i) Tech Data’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003, (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 12, 2003

/s/    JEFFERY P. HOWELLS

Jeffery P. Howells

Executive Vice President and
Chief Financial Officer

EX-99.A

Exhibit 99-A

Cautionary Statements for Purposes of the “Safe Harbor”

Provisions of the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for “forward-looking statements” to encourage companies to provide prospective information, so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statement(s). Tech Data Corporation (the “Company” or “Tech Data”) desires to take advantage of the safe harbor provisions of the Act.

Except for historical information, the Company’s quarterly report on Form 10-Q for the quarter ended July 31, 2003 to which this exhibit is appended, other quarterly reports on Form 10-Q, the Company’s Annual Reports on Form 10-K, the Company’s current reports on Form 8-K, periodic press releases, as well as other public documents and statements, may contain forward-looking statements within the meaning of the Act.

In addition, representatives of the Company, from time to time, participate in speeches and calls with market analysts, conferences with investors and potential investors in the Company’s securities, and other meetings and conferences. Some of the information presented in such speeches, calls, meetings and conferences may be forward-looking within the meaning of the Act. The Company’s policies are in compliance with Regulation FD.

It is not reasonably possible to itemize all of the many factors and specific events that could affect the Company and/or the information technology logistics industry as a whole. Specific risk factors may also be communicated at the time forward-looking statements are made. The following additional factors could affect the Company’s actual results and cause such results to differ materially from those projected, forecasted, estimated, budgeted or otherwise expressed in forward-looking statements made by or on behalf of the Company.

Competition

The Company operates in a highly competitive environment, both in the United States and internationally. The computer wholesale logistics industry is characterized by intense competition, based primarily on product availability, credit availability, price, speed of delivery, ability to tailor specific solutions to customer needs, quality and depth of product lines and pre-sale and post-sale training, service and support. Weakness in demand in the market intensifies the competitive environment in which the Company operates. The Company competes with a variety of regional, national and international wholesale distributors, some of which have greater financial resources than the Company. In addition, the Company faces competition from direct sales by vendors that may be able to offer resellers lower prices than the Company. Products purchased from Hewlett-Packard Company (“HP”), represent in excess of 30% of sales by the Company. HP has elected to sell certain product lines direct. HP’s perception of the results of its direct sale policy with certain product lines may impact its decision on other product lines that the Company also carries. The Company also faces competition from companies entering or expanding into the logistics and product fulfillment and e-commerce supply chain services market.

Narrow Profit Margins

As a result of intense price competition in the industry, the Company has narrow gross profit and operating profit margins. These narrow margins magnify the impact on operating results of variations in

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sales and operating costs. Future gross profit and operating margins may be adversely affected by changes in product mix, vendor pricing actions and competitive and economic pressures.

Risk of Declines in Inventory Value

The Company is subject to the risk that the value of its inventory will decline as a result of price reductions by vendors or technological obsolescence. It is the policy of most vendors of microcomputer products to protect distributors, such as the Company, that purchase directly from such vendors, from the loss in value of inventory due to technological change or the vendors’ price reductions. Some vendors, however, may be unwilling or unable to pay the Company for price protection claims or products returned to them under purchase agreements. Moreover, industry practices are sometimes not embodied in written agreements and do not protect the Company in all cases from declines in inventory value. No assurance can be given that such practices to protect distributors will continue, that unforeseen new product developments will not adversely affect the Company, or that the Company will be able to successfully manage its existing and future inventories.

Dependence on Information Systems

The Company is highly dependent upon its internal computer and telecommunication systems to operate its business. There can be no assurance that the Company’s information systems will not fail or experience disruptions, (such as due to deliberate attempts to attack the Company’s system infrastructure), that the Company will be able to attract and retain qualified personnel necessary for the operation of such systems, that the Company will be able to expand and improve its information systems, that the Company will be able to convert to new systems efficiently, that the Company will be able to integrate new programs effectively with its existing programs, or that the information systems of acquired companies will be sufficient to meet the Company’s standards or can be successfully converted into an acceptable information system on a timely and cost-effective basis. Any of such problems could have an adverse effect on the Company’s business.

The Company is currently upgrading its computer system used for operations in its European subsidiaries. The upgrade to SAP R3, and the conversion in some countries to SAP R3 from a non-SAP system will be implemented over the next several years. Certain implementation activities will require higher than typical expenses for various country operations during the upgrade installation phase. While the Company believes that its phased and careful approach to the implementation will lead to successful conversions with limited disruption to business operations, no assurance can be given that the upgrades and conversions will not cause disruption of the Company’s business.

Customer Credit Exposure

The Company sells its products to a large customer base of value-added resellers, corporate resellers, retailers and direct marketers. The Company finances a significant portion of such sales. As a result, the Company’s business could be adversely affected in the event of the deterioration of the financial condition of its customers, resulting in the customers’ inability to repay the Company. This risk increases because of the general economic downturn affecting a large number of the Company’s customers and in the event the Company’s customers do not adequately manage their business or disclose properly their financial condition.

Liquidity and Capital Resources

The Company’s business requires substantial capital to operate and to finance accounts receivable and product inventory that are not financed by trade creditors. The Company has historically relied upon cash generated from operations, bank credit lines, trade credit from its vendors, proceeds from public offerings of its Common Stock and proceeds from debt offerings to satisfy its capital needs

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and finance growth. The Company utilizes financing strategies such as receivables securitization, leases with tax and accounting treatment advantages, subordinated convertible debentures and revolving credit facilities. As the financial markets change and new regulations come into effect, the cost of acquiring financing and the methods of financing may change. The Company will continue to need additional financing, including debt financing. The inability to obtain such sources of capital could have an adverse effect on the Company’s business. The Company’s revolving credit facilities contain various financial covenants that may limit the Company’s ability to borrow.

Fluctuations in Interest Rates

The Company utilizes financing strategies such as receivables securitization, leases with tax and accounting treatment advantages, subordinated convertible debentures and revolving credit facilities. Many of these financing strategies involve variable rate debt, thus exposing us to risk of fluctuations in interest rates. Such fluctuations in interest rates could have an adverse effect on the Company’s business.

Acquisitions

As part of its growth strategy, the Company pursues the acquisition of companies that either complement or expand its existing business. As a result, the Company regularly evaluates potential acquisition opportunities, which may be material in size and scope. Acquisitions involve a number of risks and uncertainties, including expansion into new geographic markets and business areas, the requirement to understand local business practices, the diversion of management’s attention to the assimilation of the operations and personnel of the acquired companies, the possible requirement to upgrade the acquired companies’ management information systems to the Company’s standards, potential adverse short-term effects on the Company’s operating results and the amortization or impairment of any acquired intangible assets.

Foreign Currency Exchange Risks; Exposure to Foreign Markets

The Company conducts business in countries outside of the United States, which exposes the Company to fluctuations in foreign currency exchange rates. The Company may enter into short-term forward exchange or option contracts to hedge this risk according to its outlook on future exchange rates; nevertheless, fluctuations in foreign currency exchange rates could have an adverse effect on the Company’s business. In particular, the value of the Company’s equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates. These fluctuations, which are carried in a cumulative translation adjustment account, may result in losses in the event a foreign subsidiary is sold or closed at a time when the foreign currency is weaker than when the Company initially invested in the country.

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, tariff changes, difficulties in staffing and managing international operations, changes in the interpretation and enforcement of laws (in particular related to items such as duty and taxation), difficulties in collecting accounts receivable, longer collection periods and the impact of local economic conditions and practices. There can be no assurance that these and other factors will not have an adverse effect on the Company’s business.

Changes in Legislation

The Company operates in compliance with applicable laws and regulations. Where new legislation is enacted with minimal advance notice, or interpretations or new applications of existing law are made, the Company may need to implement changes in its policies or structure. As an example, the Company is currently responding to the corporate and accounting reforms enacted recently by the

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legislature, the Securities and Exchange Commission (“SEC”), and the stock exchanges. The Company makes plans for its structure and operations based upon existing laws and anticipated future changes in the law. The Company is susceptible to unanticipated changes in legislation, especially relating to income and other taxes, import/export laws, hazardous materials legislation, etc. Such changes in legislation, both domestic and international, may have a significant adverse effect on the Company’s business.

Product Supply

The Company is dependent upon the supply of products available from its vendors. The industry is characterized by periods of severe product shortages due to vendors’ difficulty in projecting demand for certain products distributed by the Company. When such product shortages occur, the Company typically receives an allocation of product from the vendor. There can be no assurance that vendors will be able to maintain an adequate supply of products to fulfill all of the Company’s customer orders on a timely basis. Failure to obtain adequate product supplies, if available to competitors, could have an adverse effect on the Company’s business.

Delivery Systems

The Company relies on arrangements with independent shipping companies, such as Federal Express and United Parcel Service, for the delivery of our products from vendors and to customers. The failure or inability of these shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have a material adverse effect on the Company’s business. The Company may also be adversely affected by an increase in freight surcharges due to rising fuel costs and added security. There can be no assurance that Tech Data will be able to pass along the full effect of an increase in these surcharges to its customers.

Vendor Relations

The Company relies on various rebates, cash discounts, and cooperative marketing programs offered by its vendors to defray expenses associated with distributing and marketing the vendors’ products. Currently, the rebates and purchase discounts offered by vendors are influenced by sales volumes and percentage increases in sales, and are subject to changes by the vendors. Additionally, certain of the Company’s vendors subsidize floor plan financing arrangements. A reduction by the Company’s vendors in any of these programs, or a significant change in their offerings, could have an adverse effect on the Company’s business.

The Company receives a significant percentage of revenues from products it purchases from relatively few manufacturers. Each manufacturer may make rapid, significant and adverse changes in their sales terms and conditions, or may merge with or acquire other significant manufacturers. The Company’s gross margins could be materially and negatively impacted if the Company is unable to pass through the impact of these changes to the Company’s reseller customers or cannot develop systems to manage ongoing supplier pass-through programs. In addition, the Company’s standard vendor distribution agreement permits termination without cause by either party upon 30 days notice. The loss of a relationship with any of the Company’s key vendors, a change in their strategy (such as increasing direct sales), the merging of significant manufacturers, or significant changes in terms on their products may adversely affect the Company’s business.

General Economic Conditions

From time to time the markets in which the Company sells its products experience weak economic conditions that may negatively affect the Company’s sales. To the extent that general economic conditions affect the demand for products sold by the Company, such conditions could have an adverse effect on the Company’s business. As a result of recent unfavorable economic conditions in many of the Company’s markets, the Company has experienced an overall reduction in sales. In

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response to this reduction in sales, the Company has significantly reduced its workforce. This has resulted in increased responsibilities for management and other personnel. There can be no assurance that the strain placed upon the Company’s management and other personnel, resulting from these increased responsibilities, will not have an adverse effect on the Company’s business.

Exposure to Natural Disasters, War, and Terrorism

The Company’s headquarters facilities, some of its logistics centers as well as certain vendors and customers are located in areas prone to natural disasters such as floods, hurricanes, tornadoes, or earthquakes. The Company’s business could be adversely affected should its ability to distribute products be impacted by such an event.

The Company operates in multiple geographic markets, several of which may be susceptible to acts of war and terrorism. The Company’s business could be adversely affected should its ability to distribute products be impacted by such events. The Company has operations in the Middle East that were impacted by the situation in Iraq, and may be further impacted, should the conflict spread more broadly in the region.

The Company and many of its suppliers receive parts and product from Asia and operate in many parts of the world that may be susceptible to disease or epidemic that may result in disruption in the ability to receive or deliver products or other disruptions in operations.

Labor Strikes

The Company’s labor force is currently non-union with the exception of employees of certain European subsidiaries, which are subject to collective bargaining or similar arrangements. Additionally, the Company does business in certain foreign countries where labor disruption is more common than is experienced in the United States. Some of the freight carriers used by the Company are unionized. A labor strike by a group of the Company’s employees, one of the Company’s freight carriers, one of its vendors, a general strike by civil service employees, or a governmental shutdown could have an adverse effect on the Company’s business. Many of the products the Company sells are manufactured in countries other than the countries in which the Company’s logistics centers are located. The inability to receive products into the logistics centers because of government action or labor disputes at critical ports of entry may have a material adverse effect on the results of operations of the Company’s business.

Volatility of Common Stock

Because of the foregoing factors, as well as other variables affecting the Company’s operating results, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. In addition, the Company’s participation in a highly dynamic industry often results in significant volatility of the Common Stock price. Some of the factors that may affect the market price of the Common Stock, in addition to those discussed above, are changes in investment recommendations by securities analysts, changes in market valuations of competitors and key vendors, and fluctuations in the stock market price and volume of traded shares generally, but particularly in the technology sector.

Forecasts

The forecasts of volume, timing, and gross profits of orders are based on many factors and subjective judgments, and the Company cannot assure that the forecasts are accurate. The Company makes many management decisions on the basis of the forecasts, including the hiring and training of personnel, which represents a significant portion of our overall expenses. Thus, the failure to generate revenue and gross profits according to expectations would have a material adverse effect on the results of the operations of the Company.

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