Tech Data 2014 Annual Report Download - page 89

Exhibit 10-BBaf
THIRD WAIVER AGREEMENT AND AMENDMENT
THIS THIRD WAIVER AGREEMENT AND AMENDMENT dated as of January 27, 2014 (this “
Agreement
”) is entered into among Tech Data Corporation, a Florida corporation (the “ Lessee ”),
SunTrust Bank, a Georgia
banking corporation (the “ Lessor ”),
the Lenders party hereto, the Alternative Lessees party hereto, the Guarantors party
hereto and SunTrust Equity Funding, LLC, as agent (the “ Agent ”).
All capitalized terms used herein and not otherwise
defined herein shall have the meanings given to such terms in the Participation Agreement (as defined below).
RECITALS
WHEREAS, the Lessee, the Lessor, the Lenders and the Agent entered into that certain Fourth Amended and
Restated Participation Agreement, dated as of June 27, 2013 (as further amended or modified from time to time, the “
Participation Agreement ”), which has been acknowledged and agreed to by the Alternative Lessees;
WHEREAS, the Lessor and the Lessee entered into that certain Fourth Amended and Restated Lease Agreement,
dated as of June 27, 2013 (as further amended or modified from time to time, the “ Lease Agreement ”),
which has been
acknowledged and agreed to by the Alternative Lessees;
WHEREAS, the Lessee, the Subsidiaries of the Lessee party thereto, the Agent and the Lessor entered into that
certain Third Amended and Restated Guaranty Agreement (Lessee Obligations), dated as of June 27, 2013 (as further
amended or modified from time to time, the “ Guaranty Agreement ”);
WHEREAS, the Lessor, the several lenders from time to time parties thereto and the Agent entered into that
certain Fourth Amended and Restated Credit Agreement, dated as of June 27, 2013 (as further amended or modified
from time to time, the “ Lease Credit Agreement ”);
WHEREAS, the Lessee has informed the Agent, the Lessor and the Lenders that, as a result of the Specified
Matters and/or the Annual Meeting Matter, certain defaults may have occurred or may occur under certain of the
Lessee’s agreements or instruments relating to Indebtedness or Guarantees (collectively, the “
Prior Potential Cross
Events of Default ”);
WHEREAS, the Prior Potential Cross Events of Default, if not waived by the Majority Financing Parties and the
Agent, may have resulted in or will result in Lease Events of Default pursuant to Section 17.1(h)
of the Lease
Agreement, and therefore the Lessee has requested that the Financing Parties and the Agent agree to waive, and the
Financing Parties signatories hereto (which include at least the Majority Financing Parties) and the Agent have agreed to
waive, any Lease Event of Default under Section 17.1(h)
of the Lease Agreement that may have occurred due to or
resulting from the Prior Potential Cross Events of Default to the extent set forth in this Agreement;