Tech Data 2014 Annual Report Download - page 104

Exhibit 10-BBag
THIRD AMENDMENT TO
WAIVER AGREEMENT
THIS THIRD AMENDMENT TO WAIVER AGREEMENT dated as of January 27, 2014 (the “ Agreement ”)
is entered
into among Tech Data Corporation, a Florida corporation (the “ Borrower ”),
the Lenders party hereto, the Guarantors party hereto
and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have
the meanings given to such terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrower, the Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an
L/C Issuer entered into that certain Credit Agreement dated as of September 27, 2011 (as amended or modified from time to time,
the “ Credit Agreement ”);
WHEREAS, the Borrower, the Required Lenders and Bank of America, N.A., as Administrative Agent entered into that
certain Waiver Agreement dated as of April 30, 2013, as amended by that certain First Amendment (the “ First Amendment ”)
to
Waiver Agreement dated as of July 29, 2013 and that certain Second Amendment (the “ Second Amendment ”)
to Waiver
Agreement dated as of October 16, 2013 (as amended, the “ Waiver Agreement ”); and
WHEREAS, the Borrower has requested, and the Required Lenders have agreed, to certain amendments to the Waiver
Agreement, as more specifically set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment . The Waiver Agreement is hereby amended as follows:
(a) The following recital is hereby added to the Waiver Agreement after the fifth recital:
“
WHEREAS, the Borrower has further informed the Administrative Agent and the Lenders that it may be unable to
hold an annual meeting for the fiscal year ended January 31, 2013 (the “ 2013 Annual Meeting ”)
due to the delay in
preparation of its 2013 Financial Statements (the “ Annual Meeting Matter ”),
as required by the NASDAQ Stock Market
(“ NASDAQ ”) listing requirements and Florida law;”
(b) Section 1(a) of the Waiver Agreement is hereby amended and restated in its entirety to read as follows:
“(a) waive (i) compliance with Sections 7.01(a) , 7.01(b) , 7.02(a) , 7.02(b) and 7.08
of the Credit Agreement, as
applicable, with respect to the 2013 Financial Statements, the Affected Quarterly Financial Statements and the 2013
Annual Meeting and (ii) any Events of Default that would otherwise arise under Section 9.01(b)
of the Credit Agreement
with respect to the 2013 Financial Statements, the Affected Quarterly Financial Statements or the 2013 Annual Meeting as
a result of any non-compliance with Sections 7.01(a) , 7.01(b) , 7.02(a) , 7.02(b) and 7.08
, each resulting from the
Specified Matters or the Annual Meeting Matter, as applicable; provided
that it is understood and agreed that (x) failure of
the Borrower to deliver the 2013 Financial Statements
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