Attached files

file filename
10-Q - FORM 10-Q - TECH DATA CORPd402711d10q.htm
EXCEL - IDEA: XBRL DOCUMENT - TECH DATA CORPFinancial_Report.xls
EX-32.B - CERTIFICATION - TECH DATA CORPd402711dex32b.htm
EX-32.A - CERTIFICATION - TECH DATA CORPd402711dex32a.htm
EX-31.A - CERTIFICATION - TECH DATA CORPd402711dex31a.htm
EX-31.B - CERTIFICATION - TECH DATA CORPd402711dex31b.htm
EX-10.BBO - AMENDMENT NO 18 TO TRANSER AND ADMINISTRATION AGMT - TECH DATA CORPd402711dex10bbo.htm

Exhibit 10-BBp

CONSENT FOR THIRD AMENDED AND RESTATED PARTICIPATION AGREEMENT

Reference is hereby made to that certain Third Amended and Restated Participation Agreement, dated as of June 27, 2008 (as heretofore amended, the “Participation Agreement”), among Tech Data Corporation, as Lessee, SunTrust Bank, as Lessor, the various banks and other lending institutions which are parties thereto from time to time, as the Lenders, and SunTrust Equity Funding, LLC, as Administrative Agent for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Participation Agreement. The Lessee has requested that the Amended Tech Data Credit Agreement be replaced by a New Facility and that the covenants set forth in Articles VII and VIII, and the definitions related thereto, of such New Facility become the Incorporated Covenants from and after the date hereof. Pursuant to Section 7.3A(a) of the Participation Agreement, the undersigned hereby agree that (i) the covenants set forth in Articles VII and VIII, and the definitions related thereto, set forth in that certain Credit Agreement, dated as of September 26, 2011, among Tech Data Corporation, as borrower, Bank of America, N.A., as administrative agent, swing line lender and an LC issuer, the other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, and SunTrust Bank, The Bank of Nova Scotia, The Royal Bank of Scotland plc, U.S. Bank National Association and Unicredit Bank AG, as co-documentation agents (the “Replacement Credit Agreement”) shall be the Incorporated Covenants for all purposes of the Participation Agreement and the other Operative Agreements and (ii) any reference in the Participation Agreement or any other Operative Agreement to the Amended Tech Data Credit Agreement shall be replaced with a reference to the Replacement Credit Agreement. This Consent shall become effective upon the execution hereof by the Agent and the Majority Financing Parties.

The Lessee, by its acknowledgement hereof, (i) agrees to promptly pay, or reimburse the Agent for, all costs and expenses, including reasonable attorneys’ fees, incurred by the Agent in connection with this Consent and (ii) represents and warrants that, after giving effect to this Consent, no Default or Event of Default has occurred and is continuing. This Consent shall be governed by, and construed in accordance with, the laws of the state of Florida. This Consent may be executed by the parties hereto on separate counterparts, each of which shall constitute an original and all of which together shall constitute an executed original of this Consent; this Consent may be executed by facsimile or electronic copy, each of which shall constitute an original executed copy hereof for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective duly authorized officers as of this 26th day of September, 2011.

[signature pages begin on the following page]


SUNTRUST BANK, as Lessor
By:  

/s/ Shawn Wilson

Name:   Shawn Wilson
Title:   Vice President
SUNTRUST EQUITY FUNDING, LLC, as Administrative Agent
By:  

/s/ R. Todd Shutley

Name:   R. Todd Shutley
Title:   Senior Vice President and Manager
BNP PARIBAS LEASING CORPORATION, as a Lender
By:  

/s/ Lloyd G. Cox

Name:   Lloyd G. Cox
Title:   Managing Director
SCOTIABANC INC., as a Lender
By:  

/s/ J.F. Todd

Name:   J.F. Todd
Title:   Managing Director
FIFTH THIRD BANK, an Ohio Banking Corporation, as a Lender
By:  

/s/ John A. Marian

Name:   John A. Marian
Title:   Vice President

 

   S-1   

CONSENT TO REPLACEMENT CREDIT

AGREEMENT


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:  

/s/ Karen McClain

Name:   Karen McClain
Title:   Managing Director
U.S. BANK, N.A., as a Lender
By:  

/s/ Kenneth R. Fieler

Name:   Kenneth R. Fieler
Title:   Vice President
ACKNOWLEDGED AND AGREED:
TECH DATA CORPORATION, as the Lessee
By:  

/s/ Charles V. Dannewitz

Name:   Charles V. Dannewitz
Title:   Senior Vice President, Treasurer

 

   S-2   

CONSENT TO REPLACEMENT CREDIT

AGREEMENT