Tech Data 2014 Annual Report Download - page 119

Exhibit 10-BBah
THIRD AMENDMENT TO
LIMITED WAIVER
THIS THIRD AMENDMENT TO LIMITED WAIVER dated as of January 27, 2014 (the “ Agreement ”)
is entered into
among TECH DATA CORPORATION, a Florida corporation (“ Tech Data ”), as collection agent (in such capacity, the “
Collection Agent ”), TECH DATA FINANCE SPV, INC., a Delaware corporation, as transferor (in such capacity, the “
Transferor
”),
LIBERTY STREET FUNDING LLC, a Delaware limited liability company, as a Class Conduit and as a Class Investor,
CHARIOT FUNDING LLC, a Delaware limited liability company, as successor by merger to Falcon Asset Securitization Company
LLC, as a Class Conduit and as a Class Investor, THE BANK OF NOVA SCOTIA, a banking corporation organized and existing
under the laws of Canada, acting through its New York Agency, as a Class Agent and as a Class Investor, JPMORGAN CHASE
BANK, N.A. (successor by merger to Bank One, N.A.), a national banking association, as a Class Agent and as a Class Investor,
and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association, as a Class Investor and as
Administrative Agent, under and in connection with that certain Transfer and Administration Agreement dated as of May 19, 2000,
as last amended by Amendment No. 19 thereto, dated as of August 12, 2013 (as amended, the “
Transfer and Administration
Agreement ”),
among the parties hereto. All capitalized terms used herein and not otherwise defined herein shall have the meanings
given to such terms in the Transfer and Administration Agreement.
RECITALS
WHEREAS, Tech Data, including in its capacity as the Collection Agent and the Transferor (collectively, the “
Tech Data
Parties ”) and the Administrative Agent, the Class Agents, the Class Conduits and the Class Investors (collectively, the “
Waiving
Parties ”) entered into the Transfer and Administration Agreement;
WHEREAS, the Tech Data Parties and the Waiving Parties entered into that certain Limited Waiver dated as of April 29,
2013, as amended by the First Amendment thereto, dated as of July 29, 2013, and the Second Amendment thereto, dated as of
October 16, 2013 (as amended, the “ Limited Waiver ”), a copy of which is attached hereto as Exhibit A ; and
WHEREAS, the Tech Data Parties have requested, and the Waiving Parties have agreed, to enter into certain amendments
to the Limited Waiver, on the terms and conditions set forth herein;
WHEREAS, the Tech Data Parties have informed the Waiving Parties that, as a result of the Specified Financial Reporting
Matters, as defined in the Limited Waiver, Tech Data may be unable to hold its annual shareholders’
meeting relating to fiscal year
ended January 31, 2013, and has further requested, and the Waiving Parties have agreed, to grant additional waivers with respect to
Tech Data’s failure to hold such shareholders’ meeting;
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: