Exhibit 10-BBs WAIVER AGREEMENT

1.Participation Agreement, Lease Agreement, Guaranty Agreement and Consent Agreement Waivers. Effective as of the Waiver Effective Date (as defined below), the Financing Parties that are signatories hereto hereby agree, and the Agent hereby consents and agrees, as required by Sections 7.2(g) and 7.3B(c) of the Participation Agreement, to:

(a)    waive, until the Expiration Date, (i) compliance with Sections 7.01(a), 7.01(b), 7.02(a) and 7.02(b) of the Incorporated Covenants, as applicable, and Section 7.3A(b) of the Participation Agreement with respect to the 2013 Financial Statements and the Affected Quarterly Financial Statements and (ii) any Lease Event of Default that would otherwise arise under Section 17.1(d), 17.1(e) (but only to the extent such Section 17.1(e) includes the Incorporated Covenants set forth in Article VII of the Replacement Credit Agreement) or 17.1(f) of the Lease Agreement or any Event of Default that would otherwise arise under Section 6(f) of the Guaranty Agreement with respect to the 2013 Financial Statements and the Affected Quarterly Financial Statements as a result of any non-compliance with Sections 7.01(a), 7.01

(b), 7.02(a) and 7.02(b) of the Incorporated Covenants or Section 7.3A(b) of the Participation Agreement, each resulting from the Specified Matters;

(b)    waive (i) all Defaults caused by violations, if any, of Sections 7.01(a), 7.01(b), 7.02(a), 7.02(b), 7.03(a), 7.08, 7.09(a), 7.09(b) or 7.13 of the Incorporated Covenants, (ii) all Defaults caused by violations, if any, of Sections 7.3A(b) and 7.3A(e) of the Participation Agreement, (iii) the breach of the representation and warranty under sub-clause (ii) of the second paragraph of the Consent Agreement, (iv) any Lease Event of Default that would otherwise arise or have arisen under Section 17.1(d), 17.1(e) (but only to the extent such Section 17.1(e) includes the Incorporated Covenants set forth in Article VII of the Replacement Credit Agreement), 17.1(f) or 17.1(g) of the Lease Agreement or any Event of Default that would otherwise arise or have arisen under Section 6(f) of the Guaranty Agreement as a result of non-compliance with any of the items listed in sub-clauses (i), (ii) or (iii) immediately above and (v) any Lease Event of Default that would otherwise arise or have arisen under Section 17.1(p)(i) of the Lease Agreement or any Event of Default that would otherwise arise or have arisen under Section 6(f) of the Guaranty Agreement based upon a Lease Event of Default arising or having arisen under Section 17.1(p)(i) of the Lease Agreement, each resulting from the Specified Matters; provided that if the Lessee delivers restated Prior Financial Statements on or before the Expiration Date (which may be provided as part of the Lessee’s Annual Report on Form 10-K for fiscal year ended January 31, 2013) that are not substantially consistent with the information included in the SEC Filing, including not substantially consistent with the estimates of reduction of consolidated operating income and consolidated net income set forth in Part IV of the SEC Filing, such delivery shall constitute an immediate Lease Event of Default pursuant to the Lease Agreement and an immediate Event of Default pursuant to the Guaranty Agreement, except as each may be further amended upon mutual agreement among the Lessee, the Alternative Lessees, the Guarantors, the Agent and the Majority Financing Parties, as applicable; and

(c)    waive any Lease Event of Default that may occur pursuant to Section 17.1(h) of the Lease or any Event of Default that may occur pursuant to Section 6(f) of the Guaranty Agreement as a result of violations of any agreement or instrument governing Indebtedness or a Guarantee of the Lessee due to (i) the Specified Matters or (ii) the failure to file with the SEC or to transmit to holders thereunder the 2013 Financial Statements or the Affected Quarterly Financial Statements as and when required by the terms thereof (A) in the case of any agreement or instrument governing Indebtedness of the Lessee (other than Material Debt Agreements (as defined below)), until the earlier of (x) the Expiration Date and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness, and (B) in the case of Material Debt Agreements, until the earlier of (x) May 15, 2013 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness.

2.    Lease Credit Agreement Waiver. The Agent and the Lenders hereby confirm that no Lease Event of Default or Event of Default pursuant to the Guaranty that has been waived in Section 1 of this Agreement shall constitute an Event of Default under Section 5(f) of the Lease Credit Agreement or under any other provision of any other Operative Agreement.

3.    Sale Option. Notwithstanding the terms of Section 20.1(b) of the Lease, the Agent and the Financing Parties hereby agree that the Lessee may exercise the Sale Option with respect to any two (2) or more Properties at any time on or prior to the Expiration Date.

4.    No Waiver for Renewal. The Agent, the Financing Parties and the Lessee are currently negotiating a proposed renewal of the Lease Agreement. The Lessee hereby acknowledges and agrees that nothing set forth in this Agreement is intended to constitute, or shall be deemed to constitute, a waiver of, or any agreement with respect to any provisions relating to, the Specified Matters in connection with such renewal.

5.    No Liquidated Damages. The Agent, the Lessor and each Lender acknowledge and agree that none of them has any right to recover final liquidated damages as provided in Section 17.5 of the Lease Agreement with respect to any Lease Event of Default that has been waived hereunder, solely to the extent of such waiver.

6.    Condition Precedent. This Agreement shall be effective upon receipt by the Agent of counterparts of this Agreement duly executed by the Lessee, the Alternative Lessees, the Guarantors, the Majority Financing Parties and the Agent (the “Waiver Effective Date”).

7.    Miscellaneous.

(a)    The Participation Agreement, the Lease Agreement, the Guaranty Agreement and the obligations of the Lessee thereunder and under the other Operative Agreements, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(b)    Each Alternative Lessee (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Operative Agreements to which it is a party and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Operative Agreements to which it is a party.

(c)    Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Operative Agreements to which it is a party and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Guaranty Agreement or the other Operative Agreements to which it is a party.

(d)    After giving effect to this Agreement, the Lessee represents and warrants to the Agent and the Financing Parties that (i) except with respect to the Specified Matters, no event has occurred and is continuing which constitutes a Default or an Event of Default (as defined in the Participation Agreement) and (ii) there is no outstanding Senior Parity Debt for which a waiver is being sought under this Agreement other than that evidenced by the Operative Agreements and the Material Debt Agreements.

(e)    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by email shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(f)    The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning thereof.

(g)    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER 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.

(h)    The Lessee shall pay, or reimburse the Agent for, any and all out-of-pocket costs and expenses incurred by the Agent in connection with this Agreement, including, without limitation, reasonable and documented attorneys’ fees, within thirty (30) days of receipt by the Lessee of an invoice for any such costs and expenses.

Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

SUNTRUST BANK, as Lessor

By: /s/ Eric Sebille

Name: Eric Sebille

Title: Vice President

SUNTRUST EQUITY FUNDING, LLC, as Agent

By: /s/ Paul Severn

Name: Paul Severn

Title: Manager

SCOTIABANC INC., as a Lender

By: /s/ J.F. Todd

Name: J.F. Todd

Title: Managing Director

FIFTH THIRD BANK, a Michigan Banking Corporation, as a Lender

By: /s/ John A. Marian

Name: John A. Marian

Title: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Karen H. McClain

Name: Karen H. McClain

Title: Managing Director

U.S. BANK, N.A., as a Lender

By: /s/ Kenneth R. Fieler

Name: Kenneth R. Fieler

Title: Vice President

MERCANTIL COMMERCEBANK, NA, as a Lender

By:             

Name:

Title:

THE BANK OF NOVA SCOTIA, as a Lender

By: /s/Diane Emanuel

Name: Diane Emanuel

Title: Managing Director & Execution Head

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Tech Data Corporation (the Company”) has determined that it is unable to file its Annual Report on Form 10-K (the “Form 10-K”) for the year ended January 31, 2013 within the prescribed time period because it requires additional time to complete the required financial statements and restatement described below. The Company cannot predict when it will complete the restatement, but expects that it will do so beyond the permitted 15-day extension of the prescribed due date of April 1, 2013.

On March 21, 2013, the Company disclosed in a Current Report on Form 8-K that the Audit Committee of its Board of Directors, on the recommendation of management, and after consultation with the Company's independent accountants, Ernst & Young LLP, concluded that the Company would be required to restate some or all of its previously issued quarterly and audited annual financial statements for the fiscal years 2011 and 2012 and some or all of the quarters of fiscal year 2013, including the financial statements in the Company’s fourth quarter and fiscal year 2013 earnings release dated March 4, 2013. The Company anticipates that the restatement will be made to correct improprieties primarily related to how the Company's U.K. subsidiary reflected vendor accounting.

As announced by the Company on March 21, 2013, the Company estimates that the restatement will reduce previously reported consolidated operating income by an aggregate amount of approximately $30 million to $40 million, and consolidated net income by an aggregate amount of approximately $25 million to $33 million, over the three fiscal year periods affected by the restatement. These preliminary estimates are based on currently available information and are subject to change during the course of the ongoing investigation of this matter.

While the Company anticipates that there will be changes in its results of operations for the quarter and fiscal year ended January 31, 2013, it is unable to present a reasonable estimate of those results at this time.