10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended April 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 0-14625

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

Florida	No. 59-1578329
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5350 Tech Data Drive, Clearwater, Florida	33760
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (727) 539-7429

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at May 20, 2005
Common stock, par value $.0015 per share	58,754,165

TECH DATA CORPORATION AND SUBSIDIARIES

Form 10-Q for the Three Months Ended April 30, 2005

INDEX

			PAGE
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheet as of April 30, 2005 (unaudited) and January 31, 2005	2
		Consolidated Statement of Income (unaudited) for the three months ended April 30, 2005 and 2004	3
		Consolidated Statement of Cash Flows (unaudited) for the three months ended April 30, 2005 and 2004	4
		Notes to Consolidated Financial Statements (unaudited)	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
	Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	30
	Item 2.	Changes in Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	30
	Item 4.	Submission of Matters to a Vote of Security Holders	30
	Item 5.	Other Information	30
	Item 6.	Exhibits and Reports on Form 8-K	31
SIGNATURES			32
EXHIBITS
CERTIFICATIONS

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands, except share amounts)

	April 30, 2005			January 31, 2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	155,791		$	195,056
Accounts receivable, net		2,187,035			2,217,474
Inventories		1,537,181			1,492,479
Prepaid and other assets		147,297			151,480
Total current assets		4,027,304			4,056,489
Property and equipment, net		148,358			146,144
Goodwill		145,902			149,719
Other assets, net		212,060			205,384
Total assets	$	4,533,624		$	4,557,736
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Revolving credit loans	$	35,406		$	68,343
Accounts payable		1,747,541			1,757,838
Current portion of long-term debt		291,630			291,625
Accrued expenses and other liabilities		457,518			450,066
Total current liabilities		2,532,095			2,567,872
Long-term debt		16,479			17,215
Other long-term liabilities		45,011			45,178
Total liabilities		2,593,585			2,630,265
Commitments & contingencies (Note 10)
Shareholders’ equity:
Common stock, par value $.0015; 200,000,000 shares authorized; 59,021,080 issued at April 30, 2005 and 58,984,055 issued at January 31, 2005		88			88
Additional paid-in capital		725,938			724,562
Treasury stock, at cost (271,225 shares at April 30, 2005)		(10,000	)		—
Retained earnings		945,320			911,797
Accumulated other comprehensive income		278,693			291,024
Total shareholders’ equity		1,940,039			1,927,471
Total liabilities and shareholders’ equity	$	4,533,624		$	4,557,736

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

2

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

(In thousands, except per share amounts)

	Three months ended April 30,
	2005			2004
Net sales	$	5,079,834		$	4,822,292
Cost of products sold		4,802,715			4,547,100
Gross profit		277,119			275,192
Selling, general and administrative expenses		223,172			221,514
Operating income		53,947			53,678
Interest expense		7,015			6,917
Interest income		(1,535	)		(1,279	)
Net foreign currency exchange loss (gain)		580			(1,479	)
Income before income taxes		47,887			49,519
Provision for income taxes		14,364			14,855
Net income	$	33,523		$	34,664
Net income per common share:
Basic	$	.57		$	.60
Diluted	$	.56		$	.59
Weighted average common shares outstanding:
Basic		58,932			57,813
Diluted		59,752			58,962

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

3

TECH DATA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Three months ended April 30,
	2005			2004
Cash flows from operating activities:
Cash received from customers	$	5,095,006		$	4,824,101
Cash paid to suppliers and employees		(5,064,249	)		(4,934,593	)
Interest paid		(4,908	)		(3,308	)
Income taxes paid		(7,715	)		(5,737	)
Net cash provided by (used in) operating activities		18,134			(119,537	)
Cash flows from investing activities:
Proceeds from sale of property and equipment		—			5,130
Expenditures for property and equipment		(10,401	)		(6,562	)
Software development costs		(4,634	)		(5,504	)
Net cash used in investing activities		(15,035	)		(6,936	)
Cash flows from financing activities:
Proceeds from the issuance of common stock		1,295			7,258
Cash paid for the purchase of treasury stock		(10,000	)		—
Net (repayments) borrowings on revolving credit loans		(32,595	)		117,584
Principal payments on long-term debt		(531	)		(220	)
Net cash (used in) provided by financing activities		(41,831	)		124,622
Effect of exchange rate changes on cash		(533	)		(4,021	)
Net decrease in cash and cash equivalents		(39,265	)		(5,872	)
Cash and cash equivalents at beginning of period		195,056			108,801
Cash and cash equivalents at end of period	$	155,791		$	102,929
Reconciliation of net income to net cash provided by (used in) operating activities:
Net income	$	33,523		$	34,664
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		13,238			13,839
(Recovery of) provision for losses on accounts receivable		(2,342	)		5,625
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		15,201			2,441
Inventories		(55,210	)		(83,980	)
Prepaid and other assets		(839	)		(4,313	)
Accounts payable		1,815			(98,740	)
Accrued expenses		12,748			10,927
Total adjustments		(15,389	)		(154,201	)
Net cash provided by (used in) operating activities	$	18,134		$	(119,537	)

The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.

4

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

Description of Business

Tech Data Corporation (“Tech Data” or the “Company”) is a leading provider of information technology (“IT”) products, logistics management and other value-added services. The Company distributes microcomputer hardware and software products to value-added resellers, corporate resellers, retailers, direct marketers and Internet resellers. The Company is managed in two geographic segments: the Americas (includes the United States, Canada, Latin America and export sales to the Caribbean) and EMEA (includes Europe, the Middle East and export sales to Africa).

Basis of Presentation

The consolidated interim financial statements and related notes included herein have been prepared by Tech Data, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2005. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, except as disclosed herein) necessary to present fairly the financial position of Tech Data and its subsidiaries as of April 30, 2005, and the results of their operations and cash flows for the three months ended April 30, 2005 and 2004. All significant intercompany accounts and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements & Legislation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS” or “Statement”) No. 153, “Exchanges of Nonmonetary Assets—An Amendment of Accounting Principles Bulletin (“APB”) Opinion No. 29, Accounting for Nonmonetary Transactions” (“SFAS No. 153”). SFAS No 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies that a nonmonetary exchange has commercial substance if future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for the fiscal periods beginning after June 15, 2005, and is required to be adopted by the Company beginning on August 1, 2005. The Company is currently evaluating the effect that the adoption of SFAS No. 153 will have, if any, on its consolidated results of operations and financial position.

In December 2004, the FASB issued Staff Position No. 109-2 (“FSP No. 109-2”), “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004”, that provides guidance for implementing the repatriation of earnings provisions of the American Jobs Creation Act of 2004 (the “Jobs Act”) and the impact on the Company’s income tax and deferred tax liabilities. Even though the Jobs Act was enacted in October 2004, FSP No. 109-2 allows additional time beyond the period of enactment to allow the Company to evaluate the effects of the Jobs Act on the Company’s plan for reinvestment or repatriation of foreign earnings. The Company is performing its evaluation in stages and, at this point, is considering a range between zero and $250.0 million for potential repatriation. The Company cannot complete its evaluation until the U.S. Treasury provides additional guidance to clarify certain provisions of the Jobs Act. Therefore, the related range of income tax effects from such repatriation cannot be reasonably estimated at this time.

5

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In April 2005, the SEC announced that the effective date of SFAS No. 123R, “Share-Based Payments”, has been deferred for certain public companies. SFAS 123R, as amended, requires that all share-based payments to employees, including grants of employee equity incentives, are to be recognized in the income statement based on their fair values and is effective for fiscal years beginning after June 15, 2005. SFAS 123R will be applicable to the Company beginning February 1, 2006, and will be adopted using the “modified prospective” method. The “modified prospective” method requires compensation costs to be recognized beginning with the effective date of adoption for a) all share-based payments granted after the effective date and b) awards granted to employees prior to the effective date of the statement that remain unvested on the effective date.

As permitted by SFAS No. 123, the Company currently accounts for share-based payments to employees using the intrinsic value method prescribed in APB No. 25, and as such, generally recognizes no compensation cost for employee equity incentives. Accordingly, the adoption of SFAS No. 123R will have a significant impact on the Company’s results of operations, although it will have no impact on our overall liquidity. The impact of the adoption of SFAS No. 123R can not be determined at this time because it will depend on the levels of share-based payments granted in the future. However, had the Company adopted SFAS No. 123R in prior periods, the impact of the statement would have approximated the impact of SFAS No. 123 as described in the disclosure of pro-forma net income and earnings per share included in the stock-based compensation table in Note 2 –Earnings Per Share below.

SFAS No. 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the Company cannot estimate what those amounts will be in the future, as it depends, among other things, when employees exercise stock options and similar equity incentives, the amount of operating cash flows recognized for such excess tax deductions were approximately $0.1 million and $0.8 million for the quarters ended April 30, 2005 and 2004, respectively.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Corrections” (“SFAS No. 154”). SFAS No. 154 replaces APB Opinion No. 20, “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements” and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 also provides guidance on the accounting for and reporting of error corrections. This statement is applicable for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

Seasonality

The Company’s quarterly operating results have fluctuated significantly in the past and will likely continue to do so in the future as a result of seasonal variations in the demand for the products and services it offers. Narrow operating margins may magnify the impact of these factors on the Company’s operating results. Specific historical seasonal variations have included a reduction of demand in Europe during our second and third fiscal quarters and an increase in European demand during our fiscal fourth quarter. Given a majority of the Company’s revenues are now derived from Europe; the worldwide results will more closely follow the seasonality trends in Europe. The life cycle of major products and any company acquisition or disposition may also materially impact the business, financial condition, or results of operations. Therefore, the results of operations for the three months ended April 30, 2005 and 2004 are not necessarily indicative of the results that can be expected for the entire fiscal year ending January 31, 2006.

6

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 2—EARNINGS PER SHARE (“EPS”)

Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the reported period. Diluted EPS reflects the potential dilution that could occur assuming the conversion of the convertible subordinated notes and exercise of stock options and similar equity incentives (as further discussed below) using the if-converted and treasury stock methods, respectively. The composition of basic and diluted earnings per common share is as follows:

	Three months ended April 30,
	2005					2004
	Net Income		Weighted Average Shares	Per Share Amount		Net Income		Weighted Average Shares	Per Share Amount
	(In thousands, except per share amounts)
Basic EPS	$	33,523	58,932	$	.57	$	34,664	57,813	$	.60
Effect of dilutive securities:
Stock options and similar equity incentives			820					1,149
Diluted EPS	$	33,523	59,752	$	.56	$	34,664	58,962	$	.59

At April 30, 2005 and 2004, there were 3,545,872 and 3,217,401 shares, respectively, excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.

The Company issued 37,025 and 279,317 shares of stock during the quarters ended April 30, 2005 and 2004, respectively. In addition, the Company repurchased 271,225 shares during the quarter ended April 30, 2005 (see further discussion of the Company’s share repurchase program in Note 9 - Shareholders’ Equity).

In December 2004 the Company completed an Exchange Offer whereby the Company exchanged approximately 99.3% of the Company’s $290.0 million convertible subordinated debentures for new debentures. The dilutive impact of the new debentures outstanding at April 30, 2005, has been excluded from the diluted earnings per share calculations due to the conditions for the contingent conversion feature not being met (see further discussion of the Exchange Offer in Note 8 - Revolving Credit Loans and Long-Term Debt).

Stock-Based Compensation

At April 30, 2005, the Company had four stock-based employee compensation plans. The Company has adopted the disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure,” that amends SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 148 allows for continued use of the recognition and measurement principles of APB Opinion No. 25 and related interpretations in accounting for those plans. The Company applies the recognition and measurement principles of APB Opinion No. 25, and related interpretations in accounting for its plans.

On February 25, 2005, the Company’s Board of Directors approved the acceleration of vesting for all stock options awarded in March 2004 to employees and officers under the Company’s stock option award program. While the Company typically issues options that vest equally over four years, as a result of this vesting acceleration, stock options to purchase approximately 1.5 million shares of the Company’s common stock became immediately exercisable. The grant prices of the affected stock options range from $41.08 to $41.64 and the closing price of the Company’s common stock on February 24, 2005, was $41.20. As a result of the vesting acceleration, the Company recognized an expense of less than $0.1 million within our operating results for the

7

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

quarter ended April 30, 2005. The primary purpose of the vesting acceleration was to eliminate future compensation expense the Company would otherwise recognize in its income statement with respect to these accelerated options upon the adoption of SFAS No. 123R.

During the first quarter of fiscal 2006, the Company’s Board of Directors approved the issuance of 1.5 million long-term incentive awards in the form of maximum-value stock-settled stock appreciation rights (“MV Stock- settled SARs”) and maximum-value stock options (“MVOs”) pursuant to the Company’s 2000 Equity Incentive Plan, as amended. MV Stock-Settled SARs and MVOs are similar to traditional stock options, except these instruments contain a predetermined cap on the exercise price. In addition, upon exercise, a MV Stock-settled SAR requires the Company to settle the spread (the difference between the exercise price and the grant price) in shares of the Company’s common stock. The award of the MV Stock-settled SARs and MVOs were priced using the last sale price as quoted on the NASDAQ on the date of grant (or higher as required based on the laws and regulations of specific foreign jurisdictions). The terms of the awards (i.e. vesting schedule, contractual term, etc.) were not materially different from the terms of traditional stock options previously granted by the Company. MV Stock-settled SARs are required to be accounted for as variable awards, until the earlier of the exercise of these awards or the implementation of SFAS No. 123R. In accordance with APB Opinion No. 25, variable awards are to be re-measured on a quarterly basis with changes in value recorded in the Company’s Statement of Income as compensation expense. No compensation expense was recorded for these instruments for the quarter ended April 30, 2005, as the closing price of the Company’s common stock on the last day of the quarter was less than the stock price on the date of grant.

Pro Forma Effect of Stock Compensation Plans

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions to stock-based employee compensation. Such disclosure is not necessarily indicative of the fair value of stock options and similar equity incentives that could be granted by the Company in future fiscal years or of the value of all stock options and similar equity incentives currently outstanding.

	Three months ended April 30,
	2005			2004
	(In thousands, except per share amounts)
Net income, as reported	$	33,523		$	34,664
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (1)		(18,543	)		(4,131	)
Pro forma net income	$	14,980		$	30,533
Earnings per share:
Basic—as reported	$	.57		$	.60
Basic—pro forma (1)	$	.25		$	.53
Diluted—as reported	$	.56		$	.59
Diluted—pro forma (1)	$	.25		$	.52

⁽¹⁾ Stock-based compensation expense for the quarter ended April 30, 2005, includes incremental expense, net of related tax effects, of approximately $15.4 million related to the acceleration of stock options issued in March 2004.

8

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The weighted-average estimated fair value of the options granted during the quarter ended April 30, 2004, was $19.96 based on the Black-Scholes option-pricing model using the following weighted-average assumptions:

	Expected Option Term (years)	Expected Volatility	Risk-Free Interest Rate	Expected Dividend Yield
Black-Scholes	5	57%	2.46%	0%

The weighted-average estimated fair value of the MV Stock-settled SARs and MVOs granted during the quarter ended April 30, 2005, was $7.67 based on a two-step valuation utilizing both the Hull-White Lattice (binomial) and Black-Scholes option-pricing models using the following weighted-average assumptions:

	Expected Option Term (years)	Expected Volatility	Risk-Free Interest Rate	Expected Dividend Yield	Suboptimal Exercise Factor
Hull-White Lattice	10	41%	4.67%	0%	1.24
Black-Scholes	4	41%	4.67%	0%	—

Results may vary depending on the assumptions applied within the models.

NOTE 3—COMPREHENSIVE INCOME

Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of net income and “other comprehensive income”. The Company’s other comprehensive income is comprised exclusively of changes in the Company’s cumulative translation adjustment account (“CTA account”), including income taxes attributable to those changes.

Comprehensive income, net of taxes, for the three months ended April 30, 2005 and 2004, is as follows (in thousands):

	Three months ended April 30,
	2005			2004
Comprehensive income:
Net income	$	33,523		$	34,664
Change in CTA(1)		(12,331	)		(55,598	)
Total	$	21,192		$	(20,934	)

⁽¹⁾ There were no income tax effects for the quarters ended April 30, 2005 or 2004.

NOTE 4—ACQUISITIONS

Effective March 31, 2003, Tech Data acquired all of the outstanding stock of UK-based Azlan Group PLC (“Azlan”), a European distributor of networking and communications products and provider of training and other value-added services for a total purchase price of $227.0 million.

The Azlan acquisition strengthened Tech Data’s position in Europe with respect to networking products and value-added services and was accounted for using the purchase method in accordance with SFAS No. 141, “Business Combinations”. In accordance with SFAS No. 141, the net assets and results of operations of Azlan have been included in Tech Data’s consolidated financial statements since the date of acquisition. The acquisition cost has been allocated to intangible assets, goodwill and net tangible assets based on management’s estimates in

9

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

conjunction with independent appraisals. Based on this analysis and exchange rates at January 31, 2004, the Company allocated approximately $18.6 million and $7.5 million to the value of Azlan’s customer list and trademark, respectively, and $132.6 million to goodwill, representing the remainder of the excess of the purchase price over the fair value of the net tangible assets acquired (see Note 6—Goodwill for further discussion). The Company is amortizing the customer list and trademark over seven and five years, respectively.

During fiscal 2004, the Company approved integration and restructuring plans related to the acquisition of Azlan. These plans address the involuntary termination of Azlan employees and the elimination of duplicative facility leases entered into by Azlan prior to the acquisition. Certain costs associated with the implementation of these plans are considered as an adjustment to the net tangible assets acquired and, accordingly, are included in the reported amount of goodwill above. Total integration and restructuring costs to date are $32.1 million, with $3.0 million of this amount recorded in fiscal 2005 and $29.1 million recorded during fiscal 2004. As the Company completes the implementation of these integration plans, adjustments to the estimated costs originally recorded may be necessary, which may reduce the amount of goodwill related to the acquisition. Those estimates primarily relate to facility exit costs and the amount of sublease income, if any, to be received. As of April 30, 2005, the Company had outstanding liabilities for integration and restructuring costs associated with these plans as follows (in thousands):

	Employee Termination Benefits			Facility Costs			Total
Balance as of January 31, 2005	$	128		$	8,210		$	8,338
Cash payments		—			(519	)		(519	)
Other(1)		(1	)		(25	)		(26	)
Balance as of April 30, 2005	$	127		$	7,666		$	7,793

⁽¹⁾ “Other” primarily relates to the effect of fluctuations in foreign currencies.

NOTE 5—ACCOUNTS RECEIVABLE, NET

Accounts receivable, net is comprised of the following:

	April 30, 2005			January 31, 2005
	(In thousands)
Accounts receivable	$	2,257,380		$	2,294,783
Allowance for doubtful accounts		(70,345	)		(77,309	)
	$	2,187,035		$	2,217,474

Trade Receivables Purchase Facility Agreement

In May 2005, the Company entered into a revolving trade receivables purchase facility agreement (the “Receivables Facility”) with a third-party to sell up to $150.0 million of accounts receivable on a non-recourse basis. Under the Receivables Facility, the Company may sell certain accounts receivable (the “Receivables”) to the third-party in exchange for cash less a discount based on LIBOR plus a margin. To the extent that cash is received in exchange for the Receivables, transactions under the Receivables Facility will be accounted for as a true sale, in accordance with SFAS No. 140, “Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities”. The Receivables Facility, which matures in May 2006, requires that the Company continue to service, administer and collect the sold accounts receivable. As of May 31, 2005, the Company has sold approximately $127.1 million of accounts receivable under the Receivables Facility.

10

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS

The Company accounts for goodwill and other intangible assets in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 142 revised the standards of accounting for goodwill and indefinite-lived intangible assets by replacing the amortization of these assets with the requirement that they be reviewed annually for possible impairment, or more frequently if impairment indicators arise. This testing includes the determination of each reporting unit’s fair value using market multiples and discounted cash flows modeling. Separable intangible assets that have finite lives continue to be amortized over their estimated useful lives.

The changes in the carrying amount of goodwill for the quarter ended April 30, 2005, are as follows:

	Americas		EMEA			Total
	(in thousands)
Balance as of January 31, 2005	$	2,966	$	146,753		$	149,719
Other (1)		—		(3,817	)		(3,817	)
Balance as of April 30, 2005	$	2,966	$	142,936		$	145,902

⁽¹⁾ “Other” primarily relates to the effect of fluctuations in foreign currencies.

Included within Other Assets (non-current) are intangible assets as follows:

	April 30, 2005						January 31, 2005
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in thousands)						(in thousands)
Amortized intangible assets:
Capitalized software and development costs	$	182,896	$	96,945	$	85,951	$	181,638	$	95,792	$	85,846
Customer list		31,102		13,773		17,329		31,443		12,930		18,513
Trademark		7,742		3,225		4,517		7,827		2,869		4,958
Other intangible assets		660		553		107		708		592		116
Total	$	222,400	$	114,496	$	107,904	$	221,616	$	112,183	$	109,433

Amortization expense for the first quarters of fiscal 2006 and fiscal 2005 was $5.2 million and $4.8 million, respectively. Estimated amortization expense of currently capitalized costs for assets placed in service for the remainder of the current and succeeding fiscal years is as follows (in thousands):

Fiscal year:
2006	$	20,500
2007		17,600
2008		15,200
2009		11,000
2010		9,800

In addition, the Company capitalized intangible assets of $4.6 million and $5.5 million for the quarters ended April 30, 2005 and 2004, respectively, related solely to software and development expenditures with a weighted average amortization period of approximately nine years for both periods. The weighted average amortization period for all intangible assets capitalized during the quarter ended April 30, 2005 and 2004, approximated nine years for both periods.

11

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 7—SUPPLEMENTAL CASH FLOW INFORMATION

Short-term investments which have an original maturity of ninety days or less are considered cash equivalents in the statement of cash flows.

The Company recorded income tax benefits within additional paid in capital of approximately $0.1 million and $0.8 million during the three months ended April 30, 2005 and 2004, respectively, related to the exercise of employee stock options.

NOTE 8—REVOLVING CREDIT LOANS AND LONG-TERM DEBT

Revolving Credit Loans

	April 30, 2005		January 31, 2005
	(In thousands)
Receivables Securitization Program, average interest rate of 3.21% at April 30, 2005, expiring August 2005	$	—	$	—
Multi-currency Revolving Credit Facility, average interest rate of 4.08% at April 30, 2005, expiring March 2010		—		—
Other revolving credit facilities, average interest rate of 3.19% at April 30, 2005, expiring on various dates throughout fiscal 2006		35,406		68,343
	$	35,406	$	68,343

The Company has an agreement (the “Receivables Securitization Program”) with a syndicate of banks that allows the Company to transfer an undivided interest in a designated pool of U.S. accounts receivable on an ongoing basis to provide borrowings up to a maximum of $400.0 million. Under this program, which expires in August 2005, the Company legally isolated certain U.S. trade receivables, which are recorded in the Consolidated Balance Sheet, into a wholly-owned bankruptcy remote special purpose entity totaling $585.7 million and $505.0 million at April 30, 2005 and January 31, 2005, respectively. As collections reduce accounts receivable balances included in the pool, the Company may transfer interests in new receivables to bring the amount available to be borrowed up to the maximum. The Company pays interest on advances under the Receivables Securitization Program at designated commercial paper rates plus an agreed-upon margin. The Company plans to renew this program in August 2005.

Under the terms of the Company’s Multi-currency Revolving Credit Facility with a syndicate of banks, the Company is able to borrow funds in major international currencies up to a maximum of $250.0 million. Under this facility, which expires in March 2010, the Company has provided either a pledge of stock or a guarantee of certain of its significant subsidiaries. The Company pays interest on advances under this facility at the applicable LIBOR rate plus a margin based on the Company’s credit ratings. The Company can fix the interest rate for periods of 7 to 180 days under various interest rate options.

In addition to the facilities described above, the Company has additional lines of credit and overdraft facilities totaling approximately $638.0 million at April 30, 2005, to support its worldwide operations. Most of these facilities are provided on an unsecured, short-term basis and are reviewed periodically for renewal.

12

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The aforementioned credit facilities total approximately $1.3 billion, of which $35.4 million was outstanding at April 30, 2005. The Company’s credit agreements contain limitations on the amounts of annual dividend payments and repurchases of common stock. Additionally, the credit agreements require compliance with certain warranties and covenants on a continuing basis. The financial ratio covenants contained within the credit agreements include a debt to capitalization ratio, an interest to EBITDA (earnings before interest, taxes, depreciation and amortization) ratio, and a tangible net worth requirement. At April 30, 2005, the Company was in compliance with all such covenants. The ability to draw funds under these credit facilities is dependent upon sufficient collateral (in the case of the Receivables Securitization Program) and meeting the aforementioned financial covenants, which may limit the Company’s ability to draw the full amount of these facilities.

As of April 30, 2005, the maximum amount that could be borrowed under these facilities, in consideration of the availability of collateral and the financial covenants, was approximately $841.1 million. In addition, at April 30, 2005, the Company had issued standby letters of credit of $23.8 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of these letters of credit reduces the Company’s available capacity under these agreements by the same amount.

Long-Term Debt

	April 30, 2005			January 31, 2005
	(In thousands)
Convertible subordinated debentures, interest at 2.00% payable semi-annually, due December 2021 (includes $2.0 million of convertible debentures at January 31, 2005 and April 30, 2005 which were not redeemed for New Notes in connection with the Exchange Offer discussed below)	$	290,000		$	290,000
Capital leases		18,109			18,840
		308,109			308,840
Less—current maturities		(291,630	)		(291,625	)
	$	16,479		$	17,215

In December 2001, the Company issued $290.0 million of convertible subordinated debentures due 2021. The debentures bear interest at 2% per year and are convertible into the Company’s common stock at any time, if the market price of the common stock exceeds a specified percentage of the conversion price per share of common stock, beginning at 120% and declining 1/2% each year until it reaches 110% at maturity, or in other specified instances. Holders may convert debentures into 16.7997 shares per $1,000 principal amount of debentures, equivalent to a conversion price of approximately $59.53 per share. The debentures are convertible into 4,871,913 shares of the Company’s common stock. Holders have the option to require the Company to repurchase the debentures on any of the fourth, eighth, twelfth or sixteenth anniversary dates from the issue date at 100% of the principal amount plus accrued interest to the repurchase date. The Company has the option to satisfy such repurchases in either cash and/or the Company’s common stock, provided that shares of common stock at the first purchase date will be valued at 95% of fair market value (as defined in the indenture) and at 97.5% of fair market value for all subsequent purchase dates. The debentures are redeemable in whole or in part for cash, at the Company’s option at any time on or after December 20, 2005. The Company will pay contingent interest on the debentures during specified six-month periods beginning on December 15, 2005, if the market price of the debentures exceeds specified levels. Additionally, the debentures are subordinated in right of payment to all senior indebtedness of the Company and are effectively subordinated to all indebtedness and other liabilities of the Company’s subsidiaries.

13

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In December 2004, the Company completed an Exchange Offer whereby the Company exchanged approximately 99.3% of the Company’s then outstanding $290.0 million convertible subordinated debentures (the “Old Notes”) for new debentures (the “New Notes”). The New Notes have substantially identical terms to the previously outstanding convertible subordinated debentures except for the following modifications: a) a net share settlement feature that provides that holders will receive, upon redemption, cash for the principal amount of the New Notes and stock for any remaining amount due; b) an adjustment to the conversion rate upon payment of cash dividends or distributions as well as a modification to the options available to the New Note holders in the event of a change in control; and c) a modification to the calculation of contingent interest payable, if any. The Company incurred approximately $.6 million of professional fees in conjunction with the Exchange Offer, which were expensed as incurred. The dilutive impact of the New Notes is excluded from the diluted earnings per share calculations due to the conditions for the contingent conversion feature not being met.

As the Holders of both the New Notes and the Old Notes have the option to require the Company to repurchase the debentures on certain dates, beginning with December 20, 2005, the Company has classified the debentures as a current liability at both April 30, 2005 and January 31, 2005, respectively.

In October 2004, the FASB ratified the consensus reached by the Emerging Issues Task Force (“EITF”) on EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share”. Upon its effective date of December 15, 2004, EITF Issue No. 04-8 requires the contingent shares issuable under the Company’s convertible subordinated debentures to be included in the Company’s diluted earnings per share calculation retroactive to the date of issuance of the debentures by applying the “if converted” method under SFAS No. 128, “Earnings Per Share”.

To the extent that the Company’s Old Notes remain outstanding at April 30, 2005 and January 31, 2005, EITF Issue No. 04-8 requires the Company to restate previously reported diluted earnings per share. However, due to only $2.0 million of the original $290.0 million of Old Notes remaining outstanding at both April 30, 2005 and January 31, 2005, there is no impact on previously reported diluted earnings per share or earnings per share for the quarter ended April 30, 2005, and any of the quarterly or annual periods within the fiscal year ended January 31, 2005.

In August 2000, the Company filed a universal shelf registration statement with the Securities and Exchange Commission for $500.0 million of debt and equity securities. The net proceeds from any issuance are expected to be used for general corporate purposes, including capital expenditures, the repayment or refinancing of debt and to meet working capital needs. As of April 30, 2005, the Company had not issued any debt or equity securities under this registration statement, nor can any assurances be given that the Company will issue any debt or equity securities under this registration statement in the future.

NOTE 9—SHAREHOLDERS’ EQUITY

On March 31, 2005, the Company’s Board of Directors authorized a share repurchase program of up to $100.0 million of the Company’s common stock. The Company’s share repurchases will be made on the open market, through block trades or otherwise. The amount of shares purchased and the timing of the purchases will be based on working capital requirements, general business conditions and other factors, including alternative investment opportunities. Shares repurchased by the Company will be held in treasury for general corporate purposes, including issuances under employee equity incentive plans. During the quarter ended April 30, 2005, the Company purchased 271,225 shares of the Company’s outstanding common stock at an average of $36.87 per share, for a total cost of approximately $10.0 million, including expenses.

14

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 10—COMMITMENTS AND CONTINGENCIES

Synthetic Lease Facility

On July 31, 2003, the Company completed a restructuring of its synthetic lease facility with a group of financial institutions (the “Restructured Lease”) under which the Company leases certain logistics centers and office facilities from a third-party lessor. The Restructured Lease expires in 2008, at which time the Company has the following options: renew the lease for an additional five years, purchase the properties at an amount equal to their cost, or remarket the properties. If the Company elects to remarket the properties, it has guaranteed the lessor a percentage of the cost of each of the properties, in an aggregate amount of approximately $121.0 million (the “residual value guarantee”). At any time during the lease term, the Company may, at its option, purchase up to four of the seven properties, at an amount equal to each property’s cost. The Restructured Lease contains covenants that must be complied with on a continuous basis, similar to the covenants described in certain of the credit facilities discussed in Note 8 – Revolving Credit Loans and Long Term Debt. The amount funded under the Restructured Lease (approximately $136.7 million at April 30, 2005) is treated as debt under the definition of the covenants required under both the Restructured Lease and the credit facilities. As of April 30, 2005, the Company was in compliance with all such covenants.

The sum of future minimum lease payments under the Restructured Lease at April 30, 2005, was approximately $19.2 million. Properties leased under the Restructured Lease facility total 2.5 million square feet of space, with land totaling 204 acres located in Clearwater and Miami, Florida; Fort Worth, Texas; Fontana, California; Suwannee, Georgia; Swedesboro, New Jersey; and South Bend, Indiana.

The Restructured Lease has been accounted for as an operating lease. FASB Interpretation (“FIN”) No. 46 requires the Company to evaluate whether an entity with which it is involved meets the criteria of a variable interest entity (“VIE”) and, if so, whether the Company is required to consolidate that entity. The Company has determined that the third-party lessor of its synthetic lease facility does not meet the criteria of a VIE and, therefore, is not subject to the consolidation provisions of FIN No. 46.

Contingencies

Prior to fiscal 2004, one of the Company’s European subsidiaries was audited in relation to various value-added tax (“VAT”) matters. As a result of those audits, the subsidiary received notices of assessment that allege the subsidiary did not properly collect and remit VAT. It is management’s opinion, based upon the opinion of outside legal counsel, that the Company has valid defenses related to a substantial portion of these assessments. Although the Company is vigorously pursuing administrative and judicial action to challenge the assessments, no assurance can be given as to the ultimate outcome. The resolution of such assessments could be material to the Company’s operating results for any particular period, depending upon the level of income for such period.

The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect that the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Guarantees

As is customary in the IT industry, to encourage certain customers to purchase product from Tech Data, the Company has arrangements with certain finance companies that provide inventory-financing facilities to the Company’s customers. In conjunction with certain of these arrangements, the Company has agreements with the

15

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

finance companies that would require the Company to repurchase certain inventory, which might be repossessed from the customers by the finance companies. Due to various reasons, including among other items, the lack of information regarding the amount of saleable inventory purchased from the Company still on hand with the customer at any point in time, the Company’s repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by the Company under these arrangements have been insignificant to date. The Company also provides additional financial guarantees to finance companies on behalf of certain customers. The majority of these guarantees are for an indefinite period of time, where the Company would be required to perform if the customer is in default with the finance company. As of April 30, 2005, and January 31, 2005, the aggregate amount of guarantees under these arrangements totaled approximately $7.6 million and $9.7 million, respectively, of which approximately $3.9 million and $5.3 million, respectively, was outstanding. The Company believes that, based on historical experience, the likelihood of a material loss pursuant to both of the above guarantees is remote. The Company also provides residual value guarantees related to the Restructured Lease.

NOTE 11—SEGMENT INFORMATION

Tech Data operates predominately in a single industry segment as a distributor of IT products, logistics management, and other value-added services. While the Company operates primarily in one industry, because of its global presence, the Company is managed by its geographic segments. The Company’s geographic segments include the Americas (United States, Canada, Latin America, and export sales to the Caribbean) and EMEA (Europe, Middle East, and export sales to Africa). The Company assesses performance of and makes decisions on how to allocate resources to its operating segments based on multiple factors including current and projected operating income and market opportunities.

Financial information by geographic segment is as follows (in thousands):

	Three Months Ended April 30,
	2005		2004
Net sales to unaffiliated customers
Americas	$	2,262,673	$	2,051,279
EMEA		2,817,161		2,771,013
Total	$	5,079,834	$	4,822,292
Operating income
Americas	$	38,479	$	32,196
EMEA		15,468		21,482
Total	$	53,947	$	53,678
Depreciation and amortization
Americas	$	3,771	$	4,458
EMEA		9,467		9,381
Total	$	13,238	$	13,839
Capital expenditures
Americas	$	7,638	$	2,625
EMEA		7,397		9,441
Total	$	15,035	$	12,066

16

TECH DATA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	Three Months Ended April 30,
	2005		2004
Identifiable assets
Americas	$	1,586,391	$	1,426,750
EMEA		2,947,233		2,699,897
Total	$	4,533,624	$	4,126,647
Goodwill
Americas	$	2,966	$	2,966
EMEA		142,936		135,633
Total	$	145,902	$	138,599

NOTE 12—SUBSEQUENT EVENT

As a result of the weaker demand environment in EMEA, on May 26, 2005, the Company announced a formal restructuring program covering its EMEA operations. This restructuring program will include workforce reductions and facility consolidations. Cash charges associated with the restructuring program are estimated to be in the range of $40 million to $50 million to be incurred over the next five to six quarters. Initiatives related to the program are targeted to generate annualized savings in the same range. Although the Company believes its estimates are appropriate and reasonable based on available information, actual results could differ from those estimates.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contains forward-looking statements, as described in the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties and actual results could differ materially from those projected. These forward-looking statements regarding future events and the future results of Tech Data Corporation are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are referred to the cautionary statements and important factors discussed in Exhibit 99-A of our Quarterly Report on Form 10-Q for the quarter ended April 30, 2005, for further information. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Factors that could cause actual results to differ materially include the following:

• intense competition both domestically and internationally

• narrow profit margins

• risk of declines in inventory value

• dependence on information systems

• credit exposure due to the deterioration in the financial condition of our customers

• the inability to obtain required capital

• fluctuations in interest rates

• potential adverse effects of acquisitions

• foreign currency exchange rates and exposure to foreign markets

• potential asset impairments resulting from declines in operating performance

• the impact of changes in income tax and other regulatory legislation

• changes in accounting rules

• product supply and availability

• dependence on independent shipping companies

• changes in vendor terms and conditions

• exposure to natural disasters, war and terrorism

• potential impact of labor strikes

• volatility of common stock

Our principal Internet address is www.techdata.com. We provide our annual and quarterly reports free of charge on www.techdata.com, as soon as reasonably practicable after they are electronically filed, or furnished to, the SEC. We provide a link to all SEC filings where current reports on Form 8-K and any amendments to previously filed reports may be accessed, free of charge.

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Overview

Tech Data is a leading global provider of information technology (“IT”) products, logistics management and other value-added services. We distribute microcomputer hardware and software products to value-added resellers, corporate resellers, retailers, direct marketers and Internet resellers. Our offering of value-added customer services includes pre- and post-sale training and technical support, external financing options, configuration services, outbound telemarketing, marketing services and a suite of electronic commerce solutions. We manage our business in two geographic segments: the Americas (includes the United States, Canada, Latin America and export sales to the Caribbean) and EMEA (includes Europe, the Middle East and export sales to Africa).

Our strategy is to leverage our highly efficient cost structure combined with our multiple service offerings to generate demand and cost efficiencies for our suppliers and customers around the world. The IT distribution industry in which we operate is characterized by narrow gross profit as a percentage of sales (“gross margin”) and narrow income from operations as a percentage of sales (“operating margin”). Historically, our gross and operating margins have been impacted by intense price competition, as well as changes in terms and conditions with our suppliers, including those terms related to rebates and other incentives and price protection. We expect these competitive pricing pressures to continue in the foreseeable future, and therefore, we will continue to evaluate our pricing policies and terms and conditions offered to our customers in response to changes in our vendors’ terms and conditions and the general market environment. As we continue to evaluate our existing pricing policies and make future changes, if any, we may experience moderated or negative sales growth. In addition, increased competition and changes in general economic conditions within the markets in which we conduct business may hinder our ability to maintain and/or improve gross margin from its current level.

In general, we believe we are responding to the market changes appropriately, through our focus on superior execution, cost management and disciplined pricing practices, which is reflected in the value we provide to our customers. We continue to improve our operating efficiencies through the sharing of best practices, streamlining of processes, and strategically investing in our internal systems. These improvements are evidenced by our continuing investments in upgrading and expanding our IT systems, office facilities and equipment for our logistics centers. We continue to make significant investments to implement new IT systems and upgrade our existing IT infrastructure in order to meet our changing business requirements. These implementations and upgrades occur at various levels throughout our organization and include, but are not limited to, new operating and enterprise systems, financial systems, internet technologies, customer relationship management systems and telecommunication systems.

From a balance sheet perspective, we require working capital primarily to finance accounts receivable and inventory. We have historically relied upon debt, trade credit from our vendors, and accounts receivable financing programs for our working capital needs. Our balance sheet at April 30, 2005, was one of the strongest in the industry, with a debt to capital ratio (calculated as total debt divided by the aggregate of total debt and total shareholders’ equity) of 15%.

Critical Accounting Policies and Estimates

The information included within MD&A is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an on-going basis, we evaluate these estimates, including those related to bad debts, inventory, vendor incentives, goodwill and intangible assets, deferred taxes, and contingencies. Our estimates and judgments are based on currently available information, historical results, and other assumptions we believe are reasonable. Actual results could differ materially from these estimates. We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

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Accounts Receivable

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In estimating the required allowance, we take into consideration the overall quality and aging of the receivable portfolio, the existence of credit insurance and specifically identified customer risks. Also influencing our estimates are the following: (1) the large number of customers and their dispersion across wide geographic areas; (2) the fact that no single customer accounts for more than 5% of our net sales; and (3) the value and adequacy of collateral received from customers, if any. If actual customer performance were to deteriorate to an extent not expected by us, additional allowances may be required which could have an adverse effect on our financial results.

Inventory

We value our inventory at the lower of its cost or market value, with cost being determined on the first-in, first-out method. We write down our inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon an aging analysis of the inventory on hand, specifically known inventory-related risks (such as technological obsolescence and the nature of vendor terms surrounding price protection and product returns), foreign currency fluctuations for foreign-sourced product and assumptions about future demand. Market conditions or changes in terms and conditions by our vendors that are less favorable than those projected by management may require additional inventory write-downs, which could have an adverse effect on our financial results.

Vendor Incentives

We receive incentives from vendors related to cooperative advertising allowances, infrastructure funding, volume rebates and other incentive agreements. These incentives are generally under quarterly, semi-annual or annual agreements with the vendors; however, some of these incentives are negotiated on an ad-hoc basis to support specific programs mutually developed with the vendor. Unrestricted volume rebates and early payment discounts received from vendors are recorded as a reduction of inventory upon receipt of funds and as a reduction of cost of products sold as the related inventory is sold. Incentives received from vendors for cooperative advertising programs and infrastructure funding are recorded as adjustments to selling, general and administrative expenses, and any excess reimbursement amount is recorded in the same manner as unrestricted volume rebates, as discussed above.

Goodwill and Intangible Assets

The carrying value of goodwill is reviewed at least annually for impairment and may also be reviewed more frequently if current events and circumstances indicate a possible impairment. An impairment loss is charged to expense in the period identified. We also examine the carrying value of our intangible assets with finite lives, which includes capitalized software and development costs and purchased intangibles, as current events and circumstances warrant determining whether there are any impairment losses. If indicators of impairment are present in intangible assets used in operations and future cash flows are not expected to be sufficient to recover the assets’ carrying amount, an impairment loss is charged to expense in the period identified. Factors that may cause a goodwill or intangible asset impairment include negative industry or economic trends and significant underperformance relative to historical or projected future operating results.

Income Taxes

We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, we consider a variety of factors including, the scheduled reversal of deferred tax liabilities, future taxable income, and prudent and feasible tax planning strategies. In the event we determine we would be able to use a deferred tax asset in the future in excess of its net

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carrying value, an adjustment to the deferred tax asset would reduce income tax expense, thereby increasing net income in the period such determination was made. However, the recognition of any future tax benefit resulting from the reduction of the $11.4 million valuation allowance associated with the purchase of Azlan would be recorded as a reduction in goodwill. Should we determine that we are unable to use all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income tax expense, thereby reducing net income in the period such determination was made.

Contingencies

We accrue for contingent obligations, including estimated legal costs, when the obligation is probable and the amount is reasonably estimable. As facts concerning contingencies become known, we reassess our position and make appropriate adjustments to the financial statements. Estimates that are particularly sensitive to future changes include tax, legal and other regulatory matters such as imports and exports, which are subject to change as events evolve and as additional information becomes available during the administrative and litigation process.

Recent Accounting Pronouncements and Legislation

See Note 1 of Notes to Consolidated Financial Statements for the discussion on recent accounting pronouncements and legislation.

Results of Operations

The following table summarizes our net sales, change in net sales and operating income by geographic region for the quarters ended April 30, 2005 and 2004:

	Three months ended April 30, 2005					Three months ended April 30, 2004
	$			% of net sales		$		% of net sales
Net sales by geographic region ($ in thousands):
Americas	$	2,262,673		44.5	%	$	2,051,279	42.5	%
EMEA		2,817,161		55.5	%		2,771,013	57.5	%
Worldwide	$	5,079,834		100.0	%	$	4,822,292	100.0	%
	Three months ended April 30,
	2005			2004
Year-over-year increase (decrease) in net sales (%)
Americas		10.3	%	9.7	%
EMEA (US$)		1.7	%	35.6	%
EMEA (euro)		(4.3	)%	19.3	%
Worldwide (US$)		5.3	%	23.2	%
	Three months ended April 30, 2005					Three months ended April 30, 2004
	$			% of Net Sales		$		% of Net Sales
Operating income ($ in thousands)
Americas	$	38,479		1.70	%	$	32,196	1.57	%
EMEA		15,468		.55	%		21,482	.78	%
Worldwide	$	53,947		1.06	%	$	53,678	1.11	%

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The Company sells many products purchased from the world’s leading peripheral, system and networking manufacturers and software publishers. Products purchased from Hewlett Packard approximated 28% and 29% of our net sales in the quarters ended April 30, 2005 and 2004, respectively.

The following table sets forth our Consolidated Statement of Income as a percentage of net sales for the three months ended April 30, 2005 and 2004 as follows:

	Three months ended April 30,
	2005		2004
Net sales	100.00	%	100.00	%
Cost of products sold	94.54		94.29
Gross profit	5.46		5.71
Selling, general and administrative expenses	4.40		4.60
Operating income	1.06		1.11
Interest expense	.14		.14
Interest income	(.03	)	(.03	)
Net foreign currency exchange loss (gain)	.01		(.03	)
Income before income taxes	.94		1.03
Provision for income taxes	.28		.31
Net income	.66	%	.72	%

Three Months Ended April 30, 2005 and 2004

Net Sales

Our consolidated net sales were $5.1 billion in the first quarter of fiscal 2006, an increase of 5.3% when compared to the first quarter of fiscal 2005. On a regional basis, we experienced year-over-year growth of 10.3% to $2.3 billion in the Americas, primarily due to the improved demand for IT products and services compared to the same quarter of the prior year. Net sales in EMEA increased by 1.7% to $2.8 billion, primarily due to the appreciation of the euro compared to the U.S. dollar. On a euro basis, EMEA net sales declined 4.3% in the first quarter of fiscal 2006 compared to the same quarter of the prior fiscal year. The year-over-year decline in EMEA net sales on a euro basis, reflects a weaker macro economic environment, slowing IT demand in certain European countries and a decline in the average selling price of many products we sell.

As a result of the weaker than anticipated demand environment in EMEA, on May 26, 2005, we announced a formal restructuring program covering our EMEA operations. This restructuring program will include workforce reductions and facility consolidations. Cash charges associated with the restructuring program are estimated to be in the range of $40 million to $50 million to be incurred over the next five to six quarters. Initiatives related to the program are targeted to generate annualized savings in the same range. Although we believe our estimates are appropriate and reasonable based on available information, actual results could differ from those estimates. The cash requirements of the restructuring program will be funded through our operations and borrowings under our multi-currency revolving credit facility.

Should our operating performance in EMEA not improve, we may be required to recognize an impairment of our goodwill, deferred tax assets and certain other assets relating to our EMEA operations. While such an impairment could have a material adverse effect on our operating results for the period, we would not expect it to have a material adverse effect on our liquidity.

Gross Profit

Gross profit as a percentage of net sales (“gross margin”) during the first quarter of fiscal 2006 was 5.46%, a decrease of .25%, or 25 basis points, compared to 5.71% in the first quarter of fiscal 2005. This decrease is

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primarily the result of the highly competitive pricing environment in both the Americas and EMEA. We continuously evaluate our pricing policies and terms and conditions offered to our customers in response to changes in our vendors’ terms and conditions and the general market environment. As we continue to evaluate our existing pricing policies and make future changes, if any, we may experience moderated or negative sales growth. In addition, increased competition and changes in general economic conditions within the markets in which we conduct business may hinder our ability to maintain and/or improve gross margin from its current level.

Selling, general and administrative expenses (“SG&A”)

SG&A as a percentage of net sales decreased to 4.40% in the first quarter of fiscal 2006, compared to 4.60% in the first quarter of fiscal 2005. This decrease is the result of continuing costs savings initiatives, improvements in productivity and a decrease in credit costs resulting from a general improvement in the credit worthiness of our customers. We achieved this level of worldwide SG&A expenses through our constant monitoring of costs, including tight budgetary controls and productivity reviews. These productivity reviews result in a highly variable cost model with an ability to better respond to changes in market demand compared to those companies with high fixed costs.

In absolute dollars, worldwide SG&A increased by $1.7 million in the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. This increase is primarily attributable to the continued strengthening of the euro against the U.S. dollar. Excluding the effect of the strengthening of the euro, SG&A expenses declined on a year-over-year basis.

Interest Expense, Interest Income, Foreign Currency Exchange Gains/Losses

Interest expense increased 1.4% to $7.0 million in the first quarter of fiscal 2006 from $6.9 million in the first quarter of the prior year. Although short term interest rates were higher in the first quarter of fiscal 2006, the impact of this increase was offset by a reduction in the short-term debt outstanding in the first quarter of fiscal 2006 compared to the same period of the prior year. Interest income increased 20.0% to $1.5 million in the first quarter of fiscal 2006 from $1.3 million in the first quarter of the prior year. This increase was primarily attributable to higher interest rates earned on short term cash investments in the first quarter of fiscal 2006 compared to the same period of the prior year.

We realized a net foreign currency exchange loss of $0.6 million in the first quarter of fiscal 2006 compared to a gain of $1.5 million in the first quarter of the prior year. We recognize net foreign currency exchange gains and losses primarily due to the fluctuation in the value of the U.S. dollar versus the euro, and to a lesser extent, versus other currencies. It continues to be our goal to minimize foreign currency exchange gains and losses through an effective hedging program. Additionally, our hedging policy prohibits speculative foreign currency exchange transactions.

Provision for Income Taxes

Our effective tax rate was 30% in the first quarter of fiscal 2006 and 30% in the first quarter of fiscal 2005. The effective tax rate differed from the U.S. federal statutory rate of 35% in the first quarter of fiscal 2006 and 2005 primarily due to tax rate benefits of certain earnings from operations in lower-tax jurisdictions throughout the world for which no U.S. taxes have been provided because such earnings are planned to be reinvested indefinitely outside the U.S. The effective tax rates are also impacted by cumulative and current period net operating losses in certain geographic regions, and management’s determination of the related deferred tax asset that is more likely than not to be realized.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets or liabilities or changes in tax laws or interpretations thereof. In addition, we are subject to the continuous examination of our income tax

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returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. At April 30, 2005, we believe we have appropriately accrued for probable income tax exposures. To the extent we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of such accruals, our effective tax rate in a given financial statement period could be materially affected.

Net Income and Earnings Per Share

As a result of the factors described above, net income decreased slightly to $33.5 million in the first quarter of fiscal 2006, or $0.56 per diluted share, compared to net income of $34.7 million, or $0.59 per diluted share in the first quarter of fiscal 2005.

Liquidity and Capital Resources

The following table summarizes Tech Data’s consolidated statements of cash flows for the quarters ended April 30, 2005 and 2004 (in thousands):

	Three months ended April 30,
	2005			2004
Net cash flow provided by (used in):
Operating activities	$	18,134		$	(119,537	)
Investing activities		(15,035	)		(6,936	)
Financing activities		(41,831	)		124,622
Effect of exchange rate changes on cash and cash equivalents		(533	)		(4,021	)
Net decrease in cash and cash equivalents	$	(39,265	)	$	(5,872	)

Net cash provided by operating activities increased during the first quarter of fiscal 2006 as compared to the first quarter of fiscal 2005 due primarily to the timing of payments to vendors offset, in part, by the timing of cash received from customers. We continue to focus on maintaining strong working capital management and have several key metrics we use to manage our working capital, including our cash conversion cycle (also referred to as “net cash days”) and owned inventory levels. Our net cash days are defined as days sales outstanding in accounts receivable (“DSO”) plus days of supply on hand in inventory (“DOS”), less days purchases outstanding in accounts payable (“DPO”). Owned inventory is calculated as the difference between our inventory and accounts payable balances divided into the inventory balance. Our net cash days improved by approximately 3% to 35 days at the end of the first quarter of fiscal 2006 compared to 36 days at the end of the first quarter of fiscal 2005 resulting from improved management of our worldwide cash conversion cycle. Our owned inventory level (the percentage of inventory not financed by vendors) was a negative 14% at the end of the first quarter of fiscal 2006, meaning our accounts payable balances exceeded our inventory balances by 14%. This compares to negative owned inventory of 9% at the end of the first quarter of fiscal 2005.

The following table presents the components of Tech Data’s cash conversion cycle for the quarters ended April 30, 2005 and 2004:

	Three months ended April 30,
	2005		2004
Days of sales outstanding	39		39
Days of supply in inventory	29		28
Days of purchases outstanding	(33	)	(31	)
Cash conversion cycle (days)	35		36

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Net cash used in investing activities of $15.0 million during the first quarter of fiscal 2006 was attributable to the continuing investment related to the expansion and upgrading of our IT systems, office facilities and equipment for our logistics centers. We expect to make total capital expenditures of approximately $60.0 to $65.0 million during fiscal 2006 to further expand or upgrade our IT systems, logistics centers and office facilities. We continue to make significant investments to implement new IT systems and upgrade our existing IT infrastructure in order to meet our changing business requirements. These implementations and upgrades occur at various levels throughout our organization and include, but are not limited to, new operating and enterprise systems, financial systems, internet technologies, customer relationship management systems and telecommunications. While we believe we will realize increased operating efficiencies as a result of these investments, unforeseen circumstances or complexities could have an adverse impact on our business.

Net cash used in financing activities of $41.8 million during the first quarter of fiscal 2006 reflects the net repayments on our revolving credit lines and long-term debt of $33.1 million and the $10.0 million repurchase of 271,225 shares of the Company’s common stock, offset by $1.3 million in proceeds received from stock option exercises and purchases made through our Employee Stock Purchase Plan (“ESPP”).

As of April 30, 2005, we maintained a $250.0 million Multi-currency Revolving Credit Facility with a syndicate of banks that expires in March 2010. We pay interest (average rate of 4.08% at April 30, 2005) under this facility at the applicable LIBOR rate plus a margin based on our credit ratings. Additionally, we maintained a $400.0 million Receivables Securitization Program with a syndicate of banks that expires in August 2005, which we intend to renew. We pay interest (average rate of 3.21% at April 30, 2005) on the Receivables Securitization Program at designated commercial paper rates plus an agreed-upon margin. In addition to these credit facilities, we maintained lines of credit and overdraft facilities totaling approximately $638.0 million (average interest rate on borrowings was 3.19% at April 30, 2005).

The aforementioned credit facilities total approximately $1.3 billion, of which $35.4 million was outstanding at April 30, 2005. The Company’s credit agreements contain limitations on the amounts of annual dividend payments and repurchases of common stock. Additionally, the credit agreements require compliance with certain warranties and covenants on a continuing basis. The financial ratio covenants contained within the credit agreements include a debt to capitalization ratio, an interest to EBITDA (earnings before interest, taxes, depreciation and amortization) ratio, and a tangible net worth requirement. At April 30, 2005, the Company was in compliance with all such covenants. The ability to draw funds under these credit facilities is dependent upon sufficient collateral (in the case of the Receivables Securitization Program) and meeting the aforementioned financial covenants, which may limit the Company’s ability to draw the full amount of these facilities.

As of April 30, 2005, the maximum amount that could be borrowed under these facilities, in consideration of the availability of collateral and the financial covenants, was approximately $841.1 million. In addition, at April 30, 2005, the Company had issued standby letters of credit of $23.8 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The issuance of these letters of credit reduces the Company’s available capacity under these agreements by the same amount.

In December 2001, we issued $290.0 million of convertible subordinated debentures due 2021. The debentures bear interest at 2% per year and are convertible into our common stock at any time, if the market price of the common stock exceeds a specified percentage of the conversion price per share of common stock, beginning at 120% and declining 1/2% each year until it reaches 110% at maturity, or in other specified instances. Holders may convert debentures into 16.7997 shares per $1,000 principal amount of debentures, equivalent to a conversion price of approximately $59.53 per share. The debentures are convertible into 4,871,913 shares of our common stock. Holders have the option to require us to repurchase the debentures on any of the fourth, eighth, twelfth or sixteenth anniversary dates from the issue date at 100% of the principal amount plus accrued interest to the repurchase date. Although it is our intention to use cash to satisfy any debentures submitted for repurchase, we have the option to satisfy such repurchases in either cash and/or our common stock, provided that shares of common stock at the first purchase date will be valued at 95% of fair market value (as defined in the indenture)

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and at 97.5% of fair market value for all subsequent purchase dates. The debentures are redeemable in whole or in part for cash, at our option at any time on or after December 20, 2005. We will pay contingent interest on the debentures during specified six-month periods beginning on December 15, 2005, if the market price of the debentures exceeds specified levels. Additionally, the debentures are subordinated in right of payment to all of our senior indebtedness and are effectively subordinated to all of our indebtedness and other liabilities of our subsidiaries.

In December 2004, we completed an Exchange Offer whereby we exchanged approximately 99.3% of our $290.0 million convertible subordinated debentures for new debentures (the “New Notes”). The New Notes have substantially identical terms to the previously outstanding convertible subordinated debentures except for the following modifications: a) a net share settlement feature that provides that holders will receive, upon redemption, cash for the principal amount of the New Notes and stock for any remaining amount due; b) an adjustment to the conversion rate upon payment of cash dividends or distributions as well as a modification to the options available to the New Note holders in the event of a change in control; and c) a modification to the calculation of contingent interest payable, if any. The dilutive impact of the New Notes is excluded from the diluted earnings per share calculations due to the conditions for the contingent conversion feature not being met. As the Holders of the debentures have the option to require us to repurchase the debentures on certain dates, beginning with December 20, 2005, we have classified the debentures as a current liability at both April 30, 2005 and January 31, 2005, respectively.

In August 2000, we filed a universal shelf registration statement with the SEC for $500.0 million of debt and equity securities. The net proceeds from any issuance are expected to be used for general corporate purposes, including capital expenditures, the repayment or refinancing of debt and to meet working capital needs. As of April 30, 2005, we had not issued any debt or equity securities under this registration statement, nor can any assurances be given that we will issue any debt or equity securities under this registration statement in the future.

In March 2005, our Board of Directors authorized a share repurchase program of up to $100 million of the Company’s common stock. Our share repurchases will be made on the open market, through block trades or otherwise. The amount of shares purchased and the timing of the purchases will be based on working capital requirements, general business conditions and other factors, including alternative investment opportunities. Shares repurchased by the Company will be held in treasury for general corporate purposes, including issuances under employee stock option plans. During the quarter ended April 30, 2005, the Company purchased 271,225 shares of the Company’s outstanding common stock at an average of $36.87 per share, for a total cost price of approximately $10.0 million, including expenses.

Our balance sheet at April 30, 2005, was one of the strongest in our history as evidenced by a senior debt to capital ratio (calculated as senior debt divided by total shareholders’ equity) of 2% and a total debt to capital ratio (calculated as total debt divided by the aggregate of total debt and total shareholders’ equity) of 15%. We believe that our existing sources of liquidity, including cash resources and cash provided by operating activities, supplemented as necessary with funds available under our credit arrangements, will provide sufficient resources to meet our present and future working capital and cash requirements for at least the next 12 months.

Off-Balance Sheet Arrangements

Synthetic Lease Facility

On July 31, 2003, the Company completed a restructuring of its synthetic lease facility with a group of financial institutions (the “Restructured Lease”) under which the Company leases certain logistics centers and office facilities from a third-party lessor. The Restructured Lease expires in 2008, at which time the Company has the following options: renew the lease for an additional five years, purchase the properties at an amount equal to their cost, or remarket the properties. If the Company elects to remarket the properties, it has guaranteed the lessor a percentage of the cost of each of the properties, in an aggregate amount of approximately $121.0 million (the “residual value guarantee”). At any time during the lease term, the Company may, at its option, purchase up

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to four of the seven properties, at an amount equal to each property’s cost. The Restructured Lease contains covenants that must be complied with on a continuous basis, similar to the covenants described in certain of the credit facilities discussed in Note 8 of notes to consolidated financial statements. The amount funded under the Restructured Lease (approximately $136.7 million at April 30, 2005) is treated as debt under the definition of the covenants required under both the Restructured Lease and the credit facilities. As of April 30, 2005, the Company was in compliance with all such covenants.

The sum of future minimum lease payments under the Restructured Lease at April 30, 2005, was approximately $19.2 million. Properties leased under the Restructured Lease facility total 2.5 million square feet of space, with land totaling 204 acres located in Clearwater and Miami, Florida; Fort Worth, Texas; Fontana, California; Suwannee, Georgia; Swedesboro, New Jersey; and South Bend, Indiana.

The Restructured Lease has been accounted for as an operating lease. FASB Interpretation (“FIN”) No. 46 requires the Company to evaluate whether an entity with which it is involved meets the criteria of a variable interest entity (“VIE”) and, if so, whether the Company is required to consolidate that entity. The Company has determined that the third-party lessor of its synthetic lease facility does not meet the criteria of a VIE and, therefore, is not subject to the consolidation provisions of FIN No. 46.

Trade Receivables Purchase Facility Agreement

In May 2005, the Company entered into a revolving trade receivables purchase facility agreement (the “Receivables Facility”) with a third-party to sell up to $150.0 million of accounts receivable on a non-recourse basis. Under the Receivables Facility, the Company may sell certain accounts receivable (the “Receivables”) to the third-party in exchange for cash less a discount based on LIBOR plus a margin. To the extent that cash is received in exchange for the Receivables, transactions under the Receivables Facility will be accounted for as a true sale, in accordance with SFAS No. 140, “Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities”. The Receivables Facility, which matures in May 2006, requires that the Company continue to service, administer and collect the sold accounts receivable. On May 31, 2005, the Company has sold approximately $127.1 million of accounts receivable under the Receivables Facility.

Guarantees

As is customary in the IT industry, to encourage certain customers to purchase product from us, we have arrangements with certain finance companies that provide inventory-financing facilities for our customers. In conjunction with certain of these arrangements, we have agreements with the finance companies that would require us to repurchase certain inventory, which might be repossessed from the customers by the finance companies. Due to various reasons, including among other items, the lack of information regarding the amount of saleable inventory purchased from us still on hand with the customer at any point in time, our repurchase obligations relating to inventory cannot be reasonably estimated. Repurchases of inventory by us under these arrangements have been insignificant to date. We also provide additional financial guarantees to finance companies on behalf of certain customers. The majority of these guarantees are for an indefinite period of time, where we would be required to perform if the customer is in default with the finance company. As of April 30, 2005, and January 31, 2005, the aggregate amount of guarantees under these arrangements totaled approximately $7.6 million and $9.7 million, respectively, of which approximately $3.9 million and $5.3 million, respectively, was outstanding. We believe that, based on historical experience, the likelihood of a material loss pursuant to both of the above guarantees is remote. We also provide residual value guarantees related to our Restructured Lease.

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Asset Management

We manage our inventories by maintaining sufficient quantities to achieve high order fill rates while attempting to stock only those products in high demand with a rapid turnover rate. Inventory balances fluctuate as we add new product lines and when appropriate, we make large purchases, including cash purchases from manufacturers and publishers when the terms of such purchases are considered advantageous. Our contracts with most of our vendors provide price protection and stock rotation privileges to reduce the risk of loss due to manufacturer price reductions and slow moving or obsolete inventory. In the event of a vendor price reduction, we generally receive a credit for the impact on products in inventory, subject to certain limitations. In addition, we have the right to rotate a certain percentage of purchases, subject to certain limitations. Historically, price protection and stock rotation privileges as well as our inventory management procedures have helped to reduce the risk of loss of inventory value.

We attempt to control losses on credit sales by closely monitoring customers’ creditworthiness through our IT systems, which contain detailed information on each customer’s payment history and other relevant information. We have obtained credit insurance that insures a percentage of the credit extended by us to certain customers against possible loss. Customers who qualify for credit terms are typically granted net 30-day payment terms in the Americas. While credit terms in the EMEA vary by country, the vast majority of customers are granted credit terms ranging from 30-60 days. We also sell products on a prepay, credit card, cash on delivery and floor plan basis.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

For a description of the Company’s market risks, see “Item 7a. Qualitative and Quantitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2005. No material changes have occurred in our market risks since January 31, 2005.

ITEM 4. Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) evaluated, with the participation of Tech Data’s management, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act). Based on the evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective. There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15-d-15(f) under the Exchange Act) during the last fiscal quarter covered by this report that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company has continued to upgrade and harmonize the IT systems and processes used within its EMEA operations. As of the end of the second quarter of fiscal 2005, all locations previously utilizing the SAP systems in place at the time of our acquisition of Computer 2000 AG in 1998 were upgraded to the latest version of this comprehensive business software, mySAP^™ Business Suite (“mySAP^™”). To further standardize our business processes and systems across Europe, we plan to continue implementation of mySAP^™ in virtually all of our EMEA locations that currently use other (non-SAP) systems. We expect this phase of the project to be substantially completed by the end of fiscal 2006. As we believe is the case in most system changes, the implementation of these systems has necessitated changes in operating policies and procedures and the related internal controls and their method of application. However, throughout this implementation, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Limitations on the Effectiveness of Controls

The Company maintains a system of internal control over financial reporting to provide reasonable assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in accordance with accounting principles generally accepted in the United States. However, the Company’s management, including the CEO and CFO, does not expect that the Company’s disclosure controls or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

mySAP^™ Business Suite is a registered trademark of SAP AG in Germany and in other countries.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Prior to fiscal 2004, one of the Company’s European subsidiaries was audited in relation to various value-added tax (“VAT”) matters. As a result of those audits, the subsidiary has received notices of assessment that allege the subsidiary did not properly collect and remit VAT. It is management’s opinion, based upon the opinion of outside legal counsel, that the Company has valid defenses related to a substantial portion of these assessments. Although the Company is vigorously pursuing administrative and judicial action to challenge the assessments, no assurance can be given as to the ultimate outcome. The resolution of such assessments could be material to the Company’s operating results for any particular period, depending upon the level of income for such period.

The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. The Company’s management does not expect the outcome in any of these other legal proceedings, individually or collectively, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

In March 2005, our Board of Directors authorized a share repurchase program of up to $100.0 million of the Company’s common stock. The share repurchases are to be made on the open market, through block trades or otherwise. The amount of shares purchased and the timing of the purchases will be based on working capital requirements, general business conditions and other factors, including alternative investment opportunities. Shares repurchased by the Company will be held in treasury for general corporate purposes, including issuances under employee equity incentive plans.

The following table presents information with respect to purchases of treasury stock by the Company under the share repurchase program during the quarter ended April 30, 2005:

Period	Issuer Purchases of Equity Securities
	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs	Maximum Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs
February 1 – February 28, 2005	—		—	—		—
March 1 – March 31, 2005	—		—	—		—
April 1 – April 30, 2005	271,225	$	36.84	271,225	$	90,000,000
Total	271,225	$	36.84	271,225	$	90,000,000

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission Of Matters To A Vote Of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits And Reports On Form 8-K

(a) Exhibits

10-AAcc	Executive Severance Plan, effective March 31, 2005
10-AAdd	First Amendment to the Tech Data Corporation 2005 Deferred Compensation Plan, effective January 1, 2005
10-AAee	Executive Incentive Plan – April 2005
10-AAff	Fourth Amendment to the Tech Data Corporation 401(k) Savings Plan, effective March 28, 2005
10-AAgg	Trade Receivables Purchase Facility Agreement between Tech Data Corporation and SunTrust Bank, dated May 26, 2005
31-A	Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31-B	Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32-A	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32-B	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99-A	Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

(b) Reports on Form 8-K

The Company filed a Current Report on Form 8-K on March 2, 2005, in connection with the issuance of its press release announcing the acceleration of vesting for all stock options awarded in March 2004 to employees and officers under the Company’s stock option award program.

The Company filed a Current Report on Form 8-K on March 10, 2005, in connection with the issuance of its press release announcing financial results for the Company’s fourth quarter and fiscal 2005 earnings.

The Company filed a Current Report on Form 8-K on March 11, 2005, in connection with:

• the execution of the Second Amended and Restated Credit Agreement, which amends the Amended and Restated Credit Agreement dated May 2, 2003, to extend the expiration of the agreement from May 2006 to May 2010 and to modify the financial covenants to provide additional flexibility to the Company, and

• an amendment to its Transfer and Administration Agreement dated as of May 19, 2000, to incorporate the amendment, which modifies the terms of the financial covenants to align them with the changes to the financial covenants of the Amended and Restated Credit Agreement, into the original agreement.

The Company filed a Current Report on Form 8-K on March 15, 2005, in connection with the execution of the First Omnibus Agreement to amend various of the Company’s agreements to incorporate the modifications to the financial covenants to align them with changes to the financial covenants in the Second Amended and Restated Credit Agreement dated as of March 7, 2005.

The Company filed a Current Report on Form 8-K on April 5, 2005, in connection with the approval by the Board of Directors of:

• a long-term incentive award of maximum value stock options and maximum value stock options with stock-settled stock appreciation rights pursuant to the Company’s 2000 Equity Incentive Plan, as amended by the Company’s shareholders on June 10, 2004,

• the amended and restated Tech Data Corporation Executive Severance Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TECH DATA CORPORATION

            (Registrant)

Signature	Title	Date
/S/ STEVEN A. RAYMUND Steven A. Raymund	Chairman of the Board of Directors; Chief Executive Officer	June 6, 2005
/S/ JEFFERY P. HOWELLS Jeffery P. Howells	Executive Vice President and Chief Financial Officer; Director (principal financial officer)	June 6, 2005
/s/ JOSEPH B. TREPANI Joseph B. Trepani	Senior Vice President and Corporate Controller (principal accounting officer)	June 6, 2005

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EX-10.AACC

Exhibit 10-AAcc

TECH DATA CORPORATION

EXECUTIVE SEVERANCE PLAN

(As Amended and Restated Effective March 31, 2005)

I. PLAN PURPOSE.

Tech Data Corporation (the “Company”) hereby amends and restates in its entirety the Executive Severance Plan (originally adopted effective August 1, 2000 as the “Senior Management Severance Plan”) (referred to in this document as the “Plan”). This restatement is effective March 31, 2005. The purpose of the Plan is to provide severance benefits to eligible employees solely in the event of a Company-initiated separation for reasons other than gross misconduct.

II. PLAN INTERPRETATION.

The Plan is intended to be a “top hat” welfare benefit plan, that is, an unfunded plan maintained by the Company to provide welfare benefits to a select group of management or highly compensated employees, as that term is defined in Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), and the Plan will be interpreted and administered consistent with the top hat provisions of Title I of ERISA.

III. ELIGIBILITY AND PARTICIPATION IN THE PLAN.

An employee will be eligible to participate in the Plan if he or she satisfies all of the following requirements:

1. The employee works for either (i) the Company, or (ii) any one of the Company’s U.S. based subsidiaries or affiliates that have adopted this Plan with the permission of the Plan Administrator (as defined in Article V below). The list of subsidiaries and affiliates that have adopted this Plan is set forth in Attachment A to this Plan that may be updated from time to time. The Company and each of the participating subsidiaries and affiliates are referred to in this Plan as the “Employer.”

2. The employee holds a position with the Employer with a title of Director or above.

3. The employee is a member of a “select group of management or highly compensated employees,” within the meaning of Title I of ERISA, as determined by the Plan Administrator.

Eligible employees will commence participation in the Plan as of the date stated in the written notification (the “Termination Notice”) that the Employer provides to the employee. The Termination Notice will document the Employer’s intent to initiate the termination of the employee based on factors other than the employee’s gross misconduct. Notwithstanding anything to the contrary herein, however, an employee’s eligibility for and the amount of any benefits payable under the Plan shall be superseded by the terms of any written agreement between the Employer and the employee that specifically refers to the Plan.

IV. PLAN SPECIFICS.

Employees who have been provided with the Termination Notice as specified in Article III above (hereafter referred to as “Participants”), and who are terminated from employment with the Employer as provided in the Termination Notice, will receive benefits in accordance with the following:

1. Severance Payments.

(a) Eligibility. To be eligible to receive severance payments (“Severance Payments”) under this Plan, a Participant must first sign a Separation Agreement and General Release that will be provided to the Participant prior to the Participant’s date of termination of employment with Employer (the “Termination Date”).

(b) Period of Severance Payments. An eligible Participant will receive Severance Payments for a specified number of months following the Participant’s Termination Date. The number of months of Severance Payments for any Participant will be based on (i) the Participant’s job title with the Employer, and (ii) the Participant’s aggregate number of Years of Service (as defined below) with the Employer, as set forth in the following table:

Number of Months of Severance Benefits
Tier	Title of Participant*	Years of Service
		< 2	2-5	> 5
0	Chief Executive Officer	18	21	24
1	President, Worldwide Operations, or Executive Vice President and Chief Financial Officer	18	21	24
2	Executive Vice President, Chief Information Officer, or President, Americas	15	18	21
3	Corporate Vice President or Senior Vice President	9	12	15
4	Vice President	6	9	12
5	Director	3	6	9

* Titles are representative and may change from time to time. The tier will be determinative as to the severance period.

Severance Payments will be paid for the period (the “Benefits Period”) commencing on the Termination Date and ending on the date which falls on the same day as the Termination Date in the calendar month that is the specified number of months after the month containing the Termination Date. For example, a Tier 4 Participant with 3 Years of Service will be entitled to 9 months of Severance Payments, and if this Participant’s Termination Date is February 23 in a particular calendar year, Severance Payments will be made for the period beginning on February 23 and ending on November 23 in the same calendar year.

For purposes of determining a Participant’s Severance Payments, the term “Years of Service” shall mean the following:

(1) A Participant’s Years of Service will be the whole number of years of the Participant’s continuous employment with the Employer, measured from the Participant’s original date of hire with the Employer, with a Year of Service being credited on each succeeding anniversary of the Participant’s date of hire. Partial years are not credited.

(2) In the event a Participant terminates employment with the Employer, and then is reemployed by the Employer no later than 6 months after the date the Participant terminates employment, the gap in employment will be ignored, and the Participant will be deemed to have been continuously employed with the Employer from the Participant’s original date of Employment. If a Participant who terminates employment with the Employer is rehired more than 6 months after the date the Participant terminates employment, all previously credited Years of Service will be forfeited, and the Participant will be credited with Years of Service beginning on the date of reemployment, in accordance with Paragraph (1) above.

(c) Amount of Severance Payments. For each day during the Benefits Period, an eligible Participant will be entitled to the Participant’s daily rate of base pay. This daily rate is determined by taking the Participant’s annual rate of base pay as of the Termination Date, and dividing it by the number of days (365 or 366) in the calendar year containing the Termination Date.

(d) Payment of Severance Payments. As of each bi-weekly pay date during the Benefits Period, an eligible Participant will receive payment of the Severance Payments that had accrued since the prior pay date, or in the case of the first Severance Payment, since the Participant’s Termination Date. If there are unpaid Severance Payments at the end of the Benefit Period, the Participant shall be paid the remaining Severance Payments on the first pay date following the Benefits Period. All payments of Severance Payments shall be subject to applicable withholding and employment taxes.

2. Annual Incentive Plan

Participants involuntarily terminated for reasons other than a reduction in force (RIF) or gross misconduct will receive the components of the senior management bonus program that are based on corporate level performance, as established and subsequently updated by the Board of Directors of the Company or a committee of the Board. These components will be prorated through the Participant’s Termination Date. The portion of the incentive subject to proration will be based on the lesser of (i) the actual payout of the annual incentive, or (ii) a 100% payout of the annual incentive. The Participant’s prorated incentive will be paid at the time earned incentives are paid to continuing executive employees.

Participants involuntarily terminated as part of a RIF will receive the Key Performance Indicator (KPI) qualitative and quantitative metrics and the corporate level performance portions as provided in the paragraph above. The KPI portion will be based upon actual payout results for the calculation period ending on or next following the commencement of the Severance Period. The KPI components will be prorated through the Participant’s Termination Date. The portion of the incentive subject to proration will be based on the lesser of (i) the actual payout of the annual incentive, or (ii) a 100% payout of the annual incentive. The Participant’s prorated incentive will be paid at the time earned incentives are paid to continuing executive employees.

Following the Termination Date, Participants will not receive any further opportunity to participate in any portion of the senior management bonus program for the current or prospective fiscal year.

3. Long-Term Incentive Plans.

This Plan does not provide any separate terms for the administration and determination of eligibility or payments under the Employer’s long-term incentive plans. The underlying agreements and the actual provisions of those long-term incentive plans will govern any payment or vesting.

4. No Other Employer Provided Compensation and Benefits.

Except as otherwise specifically provided in this Plan, a Participant’s receipt of Plan benefits will not thereby entitle the Participant to any other compensation or benefits provided to employees or former employees of the Employer, including but not limited to bonuses, health care coverage, and other welfare benefits. This Section 4 will not affect any rights a Participant may have to benefits independent of this Plan, for example, COBRA health care continuation coverage.

5. Termination upon Death

All benefits provided to a Participant under this Plan shall terminate in the event of the death of a Participant at any time while receiving Plan benefits.

V. ADMINISTRATION.

The Employer will pay for the benefits provided by this Plan from the general assets of the Employer under the circumstances set forth herein.

This Plan will be administered by the Chairman and CEO and the Senior Vice President, Human Resources of the Company (or their designees) (hereafter collectively “Plan Administrator”).

The Plan Administrator has complete and sole discretion and authority to interpret the terms of the Plan and has sole discretion and authority to determine questions of eligibility and amount of Severance Payments and any other benefits contemplated herein, if any, due under the Plan.

The Company reserves the right to modify and/or discontinue this Plan. Any modification or termination of the Plan will be communicated to all eligible employees affected by such action.

VI. CLAIMS PROCEDURE.

A Participant or his or her duly authorized representative (“Claimant”) may file a claim for a benefit under the Plan, and may appeal the denial of a claim. All claims and appeals should be filed directly with the Plan Administrator. The Plan Administrator will decide claims in a consistent manner with respect to similarly situated Claimants. All decisions will be made in accordance with the provisions of the Plan and Department of Labor Regulations Section 2560.503-1 (the “Regulation”).

The Plan Administrator will notify the Claimant of its decision with respect to a claim in writing or electronically. The notification will be written in a manner calculated to be understood by the Claimant. If the claim is wholly or partially denied, the notification will contain (i) specific reasons for the denial, (ii) specific reference to the pertinent provisions of the Plan upon which the denial is based, (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why that material or information is necessary, and (iv) an explanation of the steps to be taken if the Claimant wishes to submit a request for review of the claim, as set forth below. The notification will be given within 90 days after the claim is received by the Plan Administrator (or within 180 days, if special circumstances make it impossible to decide the claim within 90 days and the Plan Administrator notifies the Claimant in writing of the extension prior to the end of the first 90-day period). If a decision is not provided within the 90 or 180-day period, the claim will be considered denied as of the last day of such period and the Claimant may request a review of the claim, as provided below.

Within 60 days after the date the Claimant is notified of a denied claim (or, if applicable, within 60 days after the date on which the claim is treated as denied), the Claimant may file a written request with the Plan Administrator for a review of the denied claim. The Claimant may also make a written request for access to and copies of pertinent documents in the possession of the Plan Administrator, free of charge. The Claimant may submit with the written request for review comments, documents, records and other information, and those materials will be considered by the Plan Administrator, regardless of whether they

were submitted with or considered in the initial benefit determination. The Plan Administrator will notify the Claimant of its decision in writing or electronically. The notification will be written in a manner calculated to be understood by the Claimant. If the claim is wholly or partially denied, the notification will contain (i) specific reasons for the denial, and (ii) specific reference to the pertinent provisions of the Plan upon which the denial is based. The notification will be given within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to the Claimant within the initial 60-day period). If a decision is not provided within the 60 or 120-day period, the claim will be considered denied. Upon a final adverse determination on review, the Claimant will be permitted to bring a civil action under ERISA Section 502(a).

VII. SUCCESSOR EXCLUSION.

This Plan will not provide any benefits in the event of a transaction involving a corporate sale or a legal or organizational restructuring of the Company or any other legal entity comprising the Employer, or for intercompany transfers of an employee among the Company, any of its subsidiaries, or any of the entities comprising the Employer.

VIII. PLAN YEAR.

The Plan operates on a calendar year basis.

* * * * * * * *

The Plan, as amended and restated effective March 31, 2005, has been executed by an officer of the Company this 26^th day of May, 2005.

TECH DATA CORPORATION
By:	/s/ Lawrence W. Hamilton
Its:	SVP, HR

ATTACHMENT A TO THE

TECH DATA CORPORATION

EXECUTIVE SEVERANCE PLAN

The following legal entities have adopted this Plan as an Employer as that term is used in the Plan for purposes of determining eligibility of employees to participate in the Plan:

Tech Data Corporation

Tech Data Product Management, Inc.

Tech Data Education, Inc.

Tech Data Tennessee, Inc.

Tech Data Resources, LLC

EX-10.AADD

Exhibit 10-AAdd

FIRST AMENDMENT TO THE

TECH DATA CORPORATION

2005 DEFERRED COMPENSATION PLAN

This First Amendment to the Tech Data Corporation 2005 Deferred Compensation Plan is made and entered into by Tech Data Corporation (the “Company”) this 26^th day of May, 2005.

W I T N E S S E T H:

WHEREAS, the Company has previously adopted the Tech Data Corporation 2005 Deferred Compensation Plan (the “Plan”); and

WHEREAS, the Company is authorized and empowered to amend the Plan; and

WHEREAS, the Company desires to amend the Plan in order to provide new rules regarding the timing and form of payment of benefits under the Plan.

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2005, in the following respects:

1. Section VI(a) of the Plan is hereby amended to read as follows:

“(a) Election of Time and Form of Payment of Vested Interest. Subject to the provisions of this Article VI, a Participant may elect, at the time he files a deferral election form with the Plan Administrator, the time and manner in which his vested interest in any amounts credited to his Deferred Compensation Account or Employer Contribution Account for a Plan Year, and any earnings on such amounts, shall be paid to him, from among the following options:

(1) Options as to Time of Payment. The options available to a Participant as to time of payment shall be as follows:

(A) In the case of a Participant who is an employee:

(i) upon his separation from service, or

(ii) upon the later of his separation from service or his attainment of age fifty-five (55).

Any distribution under subparagraph (A)(i) shall be made as soon as administratively practicable following the date which is thirteen months from the date it becomes distributable, unless the Participant elects in accordance with subparagraph (D) below to defer the distribution date. Any distribution under subparagraph (A)(ii) shall be made as soon as administratively practicable following the date it becomes distributable, provided, however, that no distribution shall be made to a Participant who is a Specified Employee before the date that is six (6) months after the date of separation from service (or, if earlier, the date of death of the Specified Employee).

(B) In the case of a Participant who is a non-employee member of the Board of Directors:

(i) upon the termination of his service as a Board member, or

(ii) upon the later of the termination of his service as a Board member or his attainment of age sixty-five (65).

Any distribution under subparagraph (B)(i) shall be made as soon as administratively practicable following the date which is thirteen months from the date it becomes distributable in accordance with this subparagraph (B), unless the Participant elects in accordance with subparagraph (D) below to defer the distribution date. Any distribution under subparagraph (B)(ii) shall be made as soon as administratively practicable following the date it becomes distributable.

(C) Upon the occurrence of a specified date identified by the Participant on his or her deferral election form, which date shall not be earlier than twenty-four (24) months following the end of the deferral election period, in a single lump sum.

(D) Not less than twelve (12) months prior to (i) the specified date of distribution elected by a Participant in accordance with subparagraph (C), or (ii) the date as of which payments are otherwise scheduled to begin under subparagraphs (A)(i) and (B)(i), the Participant shall be allowed to defer or redefer the commencement of the distribution to a later date; provided, however, the first payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made.

(2) Failure to Elect Time of Payment; Events Overriding Elections. In the event a Participant fails to properly elect a time for payment of his vested interest, or in the event a Participant separates from service prior to the specified date elected by him in accordance with section VI(a)(1)(C) above or as the result of a Disability, his vested interest shall be paid to him in a single lump sum as soon as administratively practicable following the date which is thirteen (13) months following the date he separated from service. Within thirty (30) days of his separation from service, a Participant who would otherwise receive a lump sum payment in accordance with the prior sentence may elect to instead receive payment in a different form, as provided in Section VI(a)(3)(B) below. Notwithstanding any election made by a Participant as to the time or form of payment of his vested interest, the vested interest shall be paid in a single lump sum as soon as practicable following the earliest to occur of the following events:

(A) Upon his death; or

(B) Upon a Change in Control.

(3) Options as to Form of Payment.

(A) A Participant shall elect one of the following forms of payment for any benefit that becomes payable under paragraph (a)(1) (other than payment at a specified date under (a)(1)(C)):

(i) a lump sum,

(ii) 5 annual installments,

(iii) 10 annual installments, or

(iv) 15 annual installments.

(B) (i) A Participant may, subject to (ii) and (iii) below, (and subject to the approval of the Plan Administrator) elect a different form of benefit payment from among the options described above; provided, however, an individual who is a member of the Board of Directors shall not exercise any discretionary authority regarding the approval of any form of benefit he elects pursuant to this subparagraph (3)(B)(i).

(ii) Any election under (i) above to change the form of benefit payment shall not take effect until at least twelve (12) months after the date on which the election is made and (to the extent required by law) the first payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made.

(iii) Notwithstanding anything to the contrary in this subparagraph (C), no elections that have the effect of accelerating the time or schedule of any payment under the Plan shall be permitted, except as provided in regulations issued by the Secretary of the Treasury.

(C) In the event a Participant elects installment payments, each such payment shall be equal to the balance in the Participant’s Accounts as of the end of the month immediately preceding the date of payment, divided by the factors set forth in the following tables, whichever is applicable:

5 Year Installment		10 Year Installment		15 Year Installment
Payment	Factor	Payment	Factor	Payment	Factor
1	5	1	10	1	15
2	4	2	9	2	14
3	3	3	8	3	13
4	2	4	7	4	12
5	1	5	6	5	11
		6	5	6	10
		7	4	7	9
		8	3	8	8
		9	2	9	7
		10	1	10	6
				11	5
				12	4
				13	3
				14	2
				15	1

(D) The Plan Administrator shall establish such accounting procedures as are necessary to implement the provisions of this paragraph.”

2. Paragraph (1) of Section VII(b) of the Plan is hereby amended to read as follows:

“(1) No such amendment or termination shall have the effect of reducing the amounts to which any Participant is entitled with respect to any deferral or Company or Adopting Employer contribution credited to the Accounts of a Participant prior to such amendment or termination, except to the extent the Committee may deem necessary in order to respond to changes in the law affecting nonqualified plans. The Company shall notify Participants of any changes made to the Plan as soon as administratively possible following any such change.”

IN WITNESS WHEREOF, this First Amendment has been executed by its duly authorized officer as of the date set forth above.

TECH DATA CORPORATION
By:	/s/ Lawrence W. Hamilton
Its:	SVP, HR

EX-10.AAEE

Exhibit 10-AAee

Tech Data Corporation

Executive Incentive Plan

Administration Summary

April 2005

Purpose:	The Executive Incentive Bonus Plan (“Plan”) governs the payment of cash bonuses to the Company’s named executive officers and all other Section 16 officers (“Company Officers”). It is the intention of the Plan to comply with Section 162(m) of the Internal Revenue Code. This Plan provides for the payment of annual cash bonuses following the close of each fiscal year based on the achievement of specified performance goals.
Eligibility:	Company Officers who are actively employed by the Company through the last day of the fiscal year (“Participants”) are eligible to participate in this Plan.
	For Participants who leave the Company prior to the last day of the fiscal year, eligibility is determined based upon terms contained in the applicable separation documents.
Performance Period:	The Plan’s performance period commences and ends concurrent with the Company’s fiscal year (the “Performance Period”).
Performance Measures:	Relevant performance measures for Participants are set annually by the Compensation Committee of the Board of Directors. Relevant measures are determined based on the Participant’s span of influence, responsibility, and such other factors the Compensation Committee deem relevant to motivate, which may include such factors as earnings per share and operating income.
Performance Payouts:	The performance – payout relationships for performance measures are set by the Compensation Committee. The payout is subject to an acceleration ratio if established targets are exceeded or conversely, if established targets are not met, the payout may be reduced to zero.

Compensation Changes:	Target incentives consist of non-discretionary awards and are calculated as a percentage of base salary. Changes to base salary during the year, other than annual merit increases, impact the related target incentive on a prorated basis using days remaining in the fiscal year in the numerator and total days in the fiscal year in the denominator.
Payments:	Payments are provided in a single cash payment following the annual approval of Company Officer earned incentives by the Compensation Committee. This plan supersedes all other prior plans and provisions unless otherwise contractually agreed upon.
Approved Leaves:	The Plan does not prorate for Participants on an approved leave. In the event an approved leave extends beyond the end of the Performance Period, the Participant will be eligible for an earned incentive as if the Participant were actively employed as of those dates.
Payments in the event of Death, Disability, or Separation of Employment :
	In the event of the death, disability or separation of employment for any reason, payment under the Plan will be determined by the applicable death or disability benefit, severance, separation or retirement policies, regulations or employment agreement terms applicable to the Company Officer affected.
Plan Termination and Amendments:
	The Compensation Committee may amend or terminate this Plan in any manner and at any time. This Plan does not preclude the Company from adopting or continuing other compensation arrangements that may apply generally or may apply only in specific cases.

EX-10.AAFF

Exhibit 10-AAff

FOURTH AMENDMENT

TO THE

TECH DATA CORPORATION

401(k) SAVINGS PLAN

WHEREAS, Tech Data Corporation, a Florida corporation (the “Employer”) adopted and maintains the Tech Data Corporation 401(k) Savings Plan, originally effective as of January 1, 2000, as most recently amended and restated effective as of January 1, 2003, and as thereafter amended from time to time (the “Plan”); and

WHEREAS, pursuant to Article XII of the Plan, the Employer has reserved the right to amend the Plan at any time; and

WHEREAS, the Employer desires to amend the Plan to provide for the automatic rollover of mandatory distributions that exceed $1,000.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, Section VIII(a)(3) of the Plan is hereby amended, effective March 28, 2005, by adding the following at the end thereof:

“In the event of a distribution greater than $1,000 but not greater than $5,000, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly, then the Plan Administrator will pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator.”

* * *

Except as hereinabove modified and amended, the Plan shall remain unchanged and shall continue in full force and effect.

EMPLOYER:
TECH DATA CORPORATION
By:	/s/ Lawrence W. Hamilton
Its:	SVP, HR
Dated:	May 26, 2005

EX-10.AAGG

Exhibit 10-AAgg

TRADE RECEIVABLES PURCHASE FACILITY AGREEMENT

This Trade Receivables Purchase Facility Agreement (together with any amendments, supplements, restatements, replacements, substitutions, exhibits, or schedules hereto and each Obligor Letter executed in connection herewith, this “Agreement”) is made as of this 26th day of May, 2005, between TECH DATA CORPORATION, a Florida corporation, with offices at 5350 Tech Data Drive, Clearwater, Florida 33760 (“Tech Data”) and each of its wholly owned domestic subsidiaries that executes this Agreement or that executes a Supplement hereto substantially in the form of Exhibit A (Tech Data and each such subsidiary, individually, a “Company” and collectively, the “Companies”), and SUNTRUST BANK, a Georgia banking corporation (referred to herein as “SunTrust”).

RECITALS

WHEREAS, each Company solicits orders for its goods and services sold in the ordinary course of its business to customers located in the United States, which purchases by such customers are solely for their business, commercial or organizational purposes and use, and not for their personal, family or household use;

WHEREAS, each Company desires to offer to sell to SunTrust certain accounts receivable generated from the sale of such goods and services to certain of its customers which are approved by SunTrust by separate letter agreement, and SunTrust desires to purchase certain of such accounts receivable in accordance with the terms of this Agreement and in strict reliance upon the warranties, representations, covenants and indemnities of the Companies hereunder; and

WHEREAS, the parties are entering into this Agreement to set forth the terms and conditions governing all such sales and purchases of such accounts receivable, and all related transactions contemplated hereby;

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions.

In addition to the other terms defined in this Agreement, the following terms whenever used in this Agreement shall have the respective meanings herein specified (such meanings to be equally applicable to both the singular and plural forms of such defined terms):

“Actions” shall mean any Commercial Dispute or any demand, suit, legal action or proceeding, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise.

“Adjustment(s)” means, with respect to each Eligible Receivable offered for purchase, as of each Purchase Date, the aggregate of:

(i) all discounts and allowances to which each Obligor would be entitled if it made full payment on such Eligible Receivable on the most expeditious basis or in the shortest term or satisfied any other conditions or requirements for such discounts and allowances;

(ii) all returns, replacements and credits relating to or regarding such Eligible Receivable, known at the Purchase Date; and

(iii) all partial payments received or collected on or prior to any date of determination of such Adjustment with respect to the Eligible Receivables.

“Affiliate” of a party shall mean any entity that is owned by, owns or is under common control with such party or its ultimate parent.

“Applicable Margin” shall be determined based on the S&P Rating for each Obligor or any Guarantor therefor as set forth in such Obligor Letter for each Obligor.

“Bankruptcy Exception” shall mean, in respect of any agreement, contract or commitment, any limitation thereon with respect to enforceability imposed by any bankruptcy, conservatorship, receivership, insolvency, moratorium, or similar laws affecting creditors’ rights generally, and any limitation imposed on the remedies of specific performance and injunction and other forms of equitable relief applied at the discretion of the court before which any proceedings therefor may be brought.

“Books and Records” shall mean any Company’s books and records relating to its Receivables, including all Eligible Receivables offered for purchase by SunTrust and all Purchased Receivables, and all associated Invoices and all related documents and information.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia, are authorized or required by law to close.

“Change of Control” shall have the meaning given to such term in the Credit Agreement.

“Collections” shall refer to all monies collected with respect to the Purchased Receivables.

“Commercial Dispute” shall mean (i) any returns, replacements, chargebacks, credits and any other Adjustments relating to any Purchased Receivable, (ii) any disputes or claims (including, without limitation, any dispute alleged as to price, invoice terms, quantity, or quality, breach of contract, warranty, representation, or covenant by any Company in respect of any Purchased Receivable, or late or wrongful delivery and related claims of release from liability, counterclaim or any alleged claim of deduction, offset, set-off, recoupment, counterclaim or otherwise) arising out of, or in connection with, all or any portion of a Purchased Receivable or any other transaction related thereto, or (iii) non-payment, in whole or in part, within one hundred twenty (120) days past the Due Date for such Purchased Receivable for any other reason or cause other than Financial Inability to Pay.

“Company Guaranty” shall mean the agreement of each Company to guaranty the payment and performance of the obligations of each other Company pursuant to this Agreement under the provisions of Section 14.

“Confidential Information” shall mean confidential or proprietary information about any party, including but not limited to such party’s marketing philosophy and objectives, competitive advantages and disadvantages, pricing, accountholder and customer names and addresses, financial results, systems (including computer systems, owned or licensed software, and systems’ screens, capabilities, outputs and functions), operating procedures, manuals and practices, sales volume(s), Goods mix or other information regarding the business or affairs of each party and its Affiliates, which such party reasonably identifies to the other party in writing as being confidential and/or proprietary; provided, however, that in no event shall “Confidential Information” constitute information of one party (the “first party”): (i) known to the other party prior to the commencement of discussions between the parties hereto leading up to the execution of this Agreement and from a source other than the first party hereto, free of any obligation to keep it confidential; (ii) in the public domain or made available publicly on a non-confidential basis from a third party source other than through disclosure known to the other party to be unauthorized; or (iii) independently developed by or lawfully known to such other party prior to the date of disclosure of such information by the first party hereto.

“Control Agreement” shall mean a deposit account control agreement or a blocked account agreement in form and substance satisfactory to SunTrust with respect to each SunTrust Deposit Account by and among SunTrust, each Company, and the financial institution with which each SunTrust Deposit Account is maintained.

“Credit Agreement” shall mean that certain Second Amended and Restated Credit Agreement dated as of March 7, 2005, by and among Tech Data Corporation, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto as amended or replaced from time to time.

“Credit and Collection Policies and Procedures” shall mean those credit and collection policies and procedures delivered and certified to SunTrust by Tech Data as of the date of this Agreement.

“Default” shall mean any event or condition that constitutes an Event of Default or that with the giving of any required notice or lapse of time or both would become an Event of Default.

“Dilution” shall mean, for any Period, the aggregate amount of all Purchased Receivables not paid when due by the Obligors for any reason other than their respective Financial Inability to Pay.

“Discount Percentage” shall mean the percentage calculated as set forth in Schedule 2.

“Dollar” or “$” shall refer to the lawful currency of the United States of America.

“Due Date” shall mean the date indicated on the Invoice for any Receivable as the date when final payment in full is due to be made with respect to such Receivable.

“Eligible Receivables” shall mean Receivables that meet the following eligibility criteria:

Obligors on such Receivables at the time of purchase must:

not have (i) filed a petition for relief, or have filed against them a petition under federal, state or foreign bankruptcy law or statute or any other similar Laws, including, but not by way of limitation, any relief sought for or against any Obligor under Laws dealing with or relating to receivership, insolvency, conservatorship, moratorium, reorganization, arrangement, dissolution or liquidation or the inability to pay its debts; (ii) had appointed a custodian, receiver, liquidator, trustee or sequestrator or similar official relative to any part of its assets; (iii) made an assignment for the benefit of its creditors or admitted in writing its inability, or be generally unable, to pay its debts as such debts become due; or (iv) dissolved or taken steps to dissolve (other than pursuant to a consolidation, amalgamation, merger or corporate reorganization) or wind up its business; provided, however, that an Obligor may be approved in advance by SunTrust notwithstanding the application of this subsection (a);

not be the subject of any threatened or pending Actions (other than Commercial Disputes arising in the ordinary course of business which alone or in the aggregate do not constitute a material portion of the Receivables) asserted by or against any Company or SunTrust or have caused any loss on the part of any Company or SunTrust as a result of any fraud; and

satisfy the applicable requirements set forth in the Obligor Letter for such Obligor; and

Receivables at the time of purchase must:

be an “account” or “payment intangible” (within the meaning of Article 9 of the UCC), be generated from an Obligor which meets the criteria set forth in clause (1) of this definition, and arise in connection with purchases of Goods solely for business, commercial or organizational purposes and use, and not for personal, family or household use, and which transactions do not constitute consumer lending or the extension of credit by any Company to an Obligor for personal, family or household use or private consumption and not subject to any consumer protection laws;

provide for repayment in full of the unpaid balance thereof not later than ninety (90) days from the date of the applicable Invoice;

not be charged off by any Company;

not be past due;

not be subject to any security interests, liens, security filings, rights of set-off, or other claims or encumbrances against any Company;

be denominated in Dollars;

not constitute, in whole or in part, any interest, late charges or late fees or arise or stem from any progress payments, incomplete projects or partially performed services;

neither contravene any Law nor be the subject of any pending or threatened Actions;

be established pursuant to the selling Company’s policies and procedures in the ordinary course of business;

be Receivables for which the selling Company is in possession of the related contract file;

be Receivables for which SunTrust’s ownership interest in such Receivables is perfected under the UCC and other applicable laws;

be Receivables that are in full force and effect and as to which the selling Company shall have performed all of its obligations and requirements necessary so as to have such Receivables constitute the binding and enforceable obligation of the respective Obligors for the full amounts thereof in accordance with their respective terms and not subject to any Commercial Disputes at the time of sale thereof;

be Receivables that satisfy all applicable requirements, if any, of the Credit and Collections Policies and Procedures;

if constituting SPV Receivables, be Receivables (i) which have been repurchased by Tech Data for fair market value and in which all rights, title and interests have been transferred by the SPV to Tech Data without reservation of any rights or interest, (ii) for which each other party claiming an interest therein has executed a release of all of its rights, title and interests therein (including a release in respect of any UCC financing statement of record with respect thereto), and (iii) as to which SunTrust has received such other documentation, consents, and certificates as it shall reasonably request, all of which

shall be in form and substance satisfactory to SunTrust; and be Receivables documented consistently with the selling Company’s standard administration and documentation policies and procedures.

“Event of Default” shall have the meaning set forth in Section 10.1.

“Fee Letter” shall mean that certain letter agreement of even date herewith by and between SunTrust and Tech Data.

“Financial Inability to Pay” shall mean the failure of any Obligor to make a payment with respect to any Purchased Receivable as a consequence of the Obligor: (1) instituting a proceeding seeking a judgment of insolvency or bankruptcy or other similar relief under any bankruptcy or insolvency law, (2) having instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or other similar relief under any bankruptcy or insolvency law, which proceeding results in a judgment of insolvency or bankruptcy or the entry of an order for relief or for the making of an order for its winding-up or liquidation, or such proceeding is not dismissed, discharged or stayed within ninety (90) days following the institution thereof, or (3) becoming subject to the appointment of a receiver, trustee, custodian, or other similar official for it or for all or substantially all of its assets and as a result thereof the Obligor is no longer paying its debts generally as they become due.

“Goods” shall mean goods or services sold in the ordinary course of business by a Company to an Obligor, which purchases are solely for business, commercial or organizational purposes and use, and not for personal, family or household use.

“Guarantor” shall mean the guarantor who is obligated under a Guaranty.

“Guaranty” shall mean any guaranty required under the terms of the Obligor Letter with respect to an Obligor, pursuant to which the Guarantor thereunder agrees to guaranty the payment and performance of the obligations of such Obligor to the Companies, or any of them, and which is either in favor of SunTrust or is assignable to SunTrust without notice or consent of such guarantor and which is in form and substance satisfactory to SunTrust, as the same may be amended, supplemented and restated from time to time.

“Initial Discount Percentage” shall have the meaning set forth in Schedule 2 attached hereto.

“Initial Purchase Date” shall mean May 31, 2005.

“Initial Term” shall mean the period beginning on the date of this Agreement and continuing for 364 days, unless this Agreement is sooner terminated as provided herein.

“Invoice Amount” means, as of each Purchase Date, the total dollar amount relating to each Eligible Receivable to be purchased by SunTrust as set forth on the applicable Invoices.

“Invoices” shall mean all sales and purchase orders, invoices, bills of lading and other contractual rights relating to Receivables generated by the bona fide sale of Goods to the respective Obligors.

“Laws” shall mean all applicable federal, state and local laws, rules and regulations, including, but not limited to, all statutes, laws, rules, regulations, ordinances, codes, orders, decisions, injunctions, judgments, and decrees of any governmental, judicial or administrative authority.

“LIBOR” shall mean, for any applicable Period, that rate per annum which is equal to the quotient of:

(i) the rate per annum equal to the offered rate for deposits in Dollars of amounts comparable to the principal amount of Purchased Receivables outstanding pursuant to this Agreement offered for a term of one month, which rate appears on the display designated as Page 3750 on the Dow Jones Markets Service (or such other page on that service or such other service designated by the British Bankers’ Association for the display of such Association’s Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the first Business Day of such Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided, that if SunTrust determines that the relevant foregoing sources are unavailable for the relevant Period, LIBOR shall mean the rate of interest determined by SunTrust to be the average (rounded upward, if necessary, to the nearest 1/100^th of 1%) of the rates per annum at which deposits in Dollars are offered to United States money center banks in the London interbank market as of 11:00 a.m. (London, England time) on the first Business Day of such Period; and

(ii) a percentage equal to 1.00 minus the stated maximum rate of all reserve requirements (expressed as a decimal) as specified in Regulation D of the Board of Governors of the Federal Reserve System then applicable to SunTrust (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that would be applicable on the first Business Day of the relevant Period during which LIBOR is to be applicable to eurocurrency liabilities in an amount substantially equal to the principal amount of the Purchased Receivables outstanding pursuant to this Agreement and with a maturity date as of the last day of the relevant Period, all as reasonably determined by SunTrust, such sum to be rounded up to the nearest whole multiple of 1/100 of 1%.

“Lien” shall mean any lien, claim, encumbrance, pledge, charge, security interest, title retention, assignment, financing statement, preference, priority or any other rights, restrictions, or interests of any kind, or inuring to the benefit or preference of any Person with respect to any asset.

“New Invoice Amounts” shall mean, in the calculation of the Discount Percentage for any Settlement Date, the aggregate amount of the Eligible Receivables being purchased by SunTrust on such Settlement Date as reflected on the Invoices for such Eligible Receivables.

“Obligor” shall mean any customer to which a Company sells Goods and which is approved as an Obligor by SunTrust by execution and delivery of an Obligor Letter.

“Obligor Letter” shall mean a separate letter agreement substantially in the form of Exhibit B pursuant to which SunTrust approves a given customer as an “Obligor” hereunder.

“Period” shall refer to the monthly period between Purchase Dates or Settlement Dates.

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any governmental authority.

“Program Fee” shall mean a fee equal to the Receivables Balance on any given Settlement Date multiplied by the Program Fee Percentage on such Settlement Date.

“Program Fee Percentage” shall be the percentage calculated as set forth in Schedule 2 attached hereto.

“Purchase Date” shall mean each date on which SunTrust purchases an Eligible Receivable and the related Purchased Assets which, unless otherwise agreed, shall be a date listed on Schedule 1, as amended and supplemented from time to time.

“Purchase Price” shall mean the purchase price paid by SunTrust directly to Tech Data for the account of the selling Company in Dollars for the Receivables being purchased, which shall be in an amount computed according to the following formula:

(1.000 - Discount Percentage (expressed as a decimal))

x (Invoice Amounts - Adjustments)

“Purchased Assets” shall mean, with respect to each Eligible Receivable sold to SunTrust, all of the selling Company’s rights, title and interests in and to such Receivable (absolutely and without reservation by such Company of any ownership or other interests), including without limitation, all Invoices evidencing such Receivable and all related rights, claims, supporting obligations, remedies, benefits and other rights and interests as described in the definition of “Receivables.”

“Purchased Receivables” shall mean the Receivables that have been purchased by SunTrust from a Company pursuant to the provisions of this Agreement.

“Receivables” shall mean any account, receivable, account receivable, indebtedness, other receivable, contract right, chose in action, and general intangible arising out of and related to accounts and related inventory, chattel paper, documents and proceeds thereof, wherever located, arising out of the sale of Goods to an Obligor by any Company; all Invoices; all rights to payment of any interest, finance, returned check or late charges, if any, in respect of amounts due under any Invoices; all indebtedness and other obligations owed to such Company as a result of the sale of such Goods pursuant to the Invoice; any and all rights and remedies as to stoppage in transit, reclamation, return and repossession and rights of an unpaid seller, and all returned, reclaimed, and repossessed Goods sold or

financed pursuant thereto; all rights as to any Goods or other property, contracts of indemnity, letters of credit, guaranties or sureties, (including without limitation, all Guaranties), pledges, hypothecations, mortgages, chattel mortgages, security agreements, deeds of trust, proceeds of insurance, and other collateral, liens or proceeds thereof at any time constituting supporting obligations for the Receivables; any proceeds of the foregoing; and any and all other rights, remedies, benefits and interests, both legal and equitable, to which such Company may be entitled in respect of any of the foregoing, including, but not limited to, any rights, remedies, benefits, and interests set forth in the UCC with respect to “accounts”, “payment intangibles” and “supporting obligations.”

“Receivable Adjustment” shall mean the Dollar amount which may be properly deducted from the amount due under a Purchased Receivable as the result of the settlement of a Commercial Dispute.

“Receivables Balance” means the total net outstanding balance of all Purchased Receivables previously purchased by SunTrust from a Company as of any applicable Purchase Date.

“Receivables List” shall mean a list of Eligible Receivables of Tech Data and/or any other Company submitted to SunTrust pursuant to the terms of this Agreement (which list may be in the form of hard copy, facsimile or electronic transmission) identifying such offered Eligible Receivables in a form satisfactory to SunTrust, together with a summary receivable aging report for the Eligible Receivables included on such Receivables List, and which shall include the following information regarding the Eligible Receivables:

(a) a summary of the Eligible Receivables offered to be sold by each Company on such Purchase Date;

(b) the original terms on which the Eligible Receivables offered to be sold on such Purchase Date are owed, including the Due Dates;

(c) the respective Obligors by whom they are payable;

(d) a preliminary funding summary estimating the amounts to be paid by SunTrust for such Eligible Receivables; and

(e) all other data or information otherwise requested by SunTrust in connection with such Eligible Receivables.

“Release, Reconveyance and Consent Letter” shall mean that certain letter agreement by and among Tech Data, SPV, Bank of America, National Association, as Administrative Agent, and the other parties thereto dated as of April 25, 2005 with respect to the SPV Receivables.

“Removal Letter” shall mean a letter agreement substantially in the form of Exhibit C hereto, pursuant to which a Person which is an Obligor is removed from this Agreement as an “Obligor.”

“Removed Obligor” shall mean a Person which has been an Obligor but which has been removed from this Agreement as an Obligor pursuant to the terms of a Removal Letter.

“Renewal Term” shall mean any term, after the Initial Term, for which this Agreement is extended in accordance with the provisions of Section 12.1.

“Repurchase Receivable” shall mean a Purchased Receivable which has been repurchased by the selling Company in accordance with the provisions of Section 5.3 or 5.6.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or any successor to the business of such division in the rating of securities.

“S&P Rating” shall mean the unsecured non-credit-enhanced long-term debt rating for a given Person established by S&P for such Person.

“SPV” shall mean Tech Data Finance SPV, Inc., a Delaware corporation.

“SPV Receivables” shall mean Receivables which were purchased by the SPV from Tech Data and which have been repurchased by Tech Data.

“Servicer” shall mean Tech Data, or any successor thereto, which provides the services described in Section 11.1.

“Settlement Date” shall mean each date on which the parties effectuate the settlement procedures set forth in Section 4.3, which, unless otherwise agreed, shall be a date listed on Schedule 1, as amended and supplemented from time to time.

“Settlement Date Discount Percentage” shall have the meaning set forth in Schedule 2 attached hereto.

“SunTrust Deposit Account” shall refer, individually and collectively, to any bank account established for the purpose of receiving payments and other monies and proceeds collected with respect to Receivables, which shall be subject to a Control Agreement in favor of SunTrust, in form and substance satisfactory to SunTrust.

“SunTrust Indemnitees” shall mean SunTrust and SunTrust’s affiliates, and their respective officers, employees and directors.

“Supplement” shall mean a supplement substantially in the form of Exhibit A attached hereto, executed by each Person becoming a Company hereunder and a party to this Agreement.

“Transactions” shall mean the sales and purchases of such accounts receivable, and all related transactions, contemplated by this Agreement.

“Transfer and Assignment” shall mean that certain Transfer and Assignment by and between Tech Data and SPV dated as of May 26, 2005, with respect to the SPV Receivables.

“UCC” shall mean the Uniform Commercial Code, as in effect in the applicable jurisdiction from time to time.

“Unpaid Balance” shall mean, with respect to any Receivable, the aggregate amount required to prepay in full the principal of, and all interest, finance, prepayment and other fees or charges of any kind payable in respect of, such Receivable.

“Unresolved Dispute Amount” shall mean that portion of a Purchased Receivable which is subject to a Commercial Dispute.

“Weekly Receivables Report” shall mean the reports which are required to be provided to SunTrust under Section 4.3(1).

“Weekly Sales Report” mean the reports which are required to be provided to SunTrust under Section 8.6.

Purchase and Sale of Receivables.

Each Company may from time to time offer for sale to SunTrust, and SunTrust shall, so long as no Default or Event of Default has occurred and is continuing, purchase, upon the terms and conditions contained herein, all rights, title and interests in and to Eligible Receivables, including but not limited to all Invoices relating to such Eligible Receivables. Receivables to be purchased by SunTrust shall not represent any late charges or late fees either to which any Company is contractually entitled or which have been billed to any Obligor as of any Purchase Date, and all of such amounts shall be excluded from the Receivables to be purchased by SunTrust. The aggregate amount of Purchased Receivables from all of the Companies which are outstanding at any given time shall not exceed One Hundred Fifty Million Dollars ($150,000,000.00) except as otherwise agreed by SunTrust in its sole discretion. The purchase and sale of Receivables pursuant to this Agreement shall be promptly notified to the Obligors.

Eligible Receivables to be purchased and sold will be those specified in accordance with the procedure set forth in Section 3 below, including those to be purchased on the Initial Purchase Date.

In connection with each sale of Eligible Receivables to SunTrust, each Company shall sell, transfer, and assign all of its rights, title and interests in and to such Receivables to SunTrust, absolutely and without reservation by such Company of any ownership or other interests, including without limitation, all Invoices evidencing or otherwise relating to such Receivables and Purchased Assets.

Eligible Receivables shall be sold by the Companies to SunTrust not more frequently than once each calendar month after the Initial Purchase Date unless otherwise agreed. Unless otherwise agreed by Tech Data and SunTrust, the Purchase Date for each calendar month shall be the date set forth on Schedule 1 (unless such date does not fall on a Business Day, in which event the Purchase Date shall occur on the immediately following Business Day).

Each Company shall offer for sale to SunTrust only those Receivables that are Eligible Receivables.

In addition to the other provisions of this Agreement and applicable Laws, each Company hereby assigns all of its rights under each Guaranty to SunTrust. Upon request from SunTrust, each Company will execute and deliver a written assignment of any such Guaranty in favor of SunTrust, in form and substance satisfactory to SunTrust.

Transmission of Receivables Information and Purchase Procedure.

Tech Data, on behalf of itself and each other Company offering Eligible Receivables for purchase, shall deliver to SunTrust before 2:00 p.m. (Atlanta, Georgia time) not later than three Business Days immediately preceding each proposed Purchase Date, or at mutually agreed upon intervals, a Receivables List. If agreed to by SunTrust, delivery of the Receivables List may be satisfied, in whole or in any part, through direct electronic or Internet access by SunTrust to each selling Company’s systems and databases (or that of such Company’s third party provider of Receivables services, if such access is approved by the third party provider) to view or retrieve the information specified above, at no cost to SunTrust. Each Company shall timely deliver to SunTrust, in a mutually acceptable form, all other data or information otherwise required by SunTrust in order to purchase such Eligible Receivables under this Agreement.

SunTrust shall have the right to inspect, during each Company’s normal business hours upon at least one (1) Business Day’s prior notice, and to request and obtain copies of, each Company’s Books and Records relating to Eligible Receivables.

All Books and Records maintained by each Company relating to Purchased Receivables and the collection by each Company of Purchased Receivables shall be clearly identifiable for all purposes (including audit purposes) and shall clearly reflect that all rights, title and interests in the Purchased Receivables have been sold, transferred and assigned to SunTrust. SunTrust (including its auditors, legal counsel or accountants retained by SunTrust) may inspect and request copies of such Books and Records relating to Purchased Receivables at any time at each Company’s offices during normal business hours and upon notice given at least one (1) Business Day in advance to such Company. Each Company shall (i) bear responsibility for ensuring that SunTrust has the right to inspect, obtain copies, and gain access to any such Books and Records held or maintained by any third party, and (ii) bear any loss occasioned by SunTrust’s inability to obtain access to information with respect to such Purchased Receivables from the Books and Records.

The payment for the purchase and sale of the Purchased Receivables shall occur pursuant to Section 4 hereof. The Purchase Date for each sale of Eligible Receivables shall be deemed to occur on the date SunTrust enters the purchase of such Eligible Receivables in its books and records (including entries which may be made electronically to books and records kept on SunTrust’s computer systems). If any Company fails to deliver to SunTrust any documents evidencing any of the Purchased Receivables, including documentation of the Invoice and

delivery tracking numbers with respect to any such Purchased Receivables (and which each such Company shall hold as bailee for SunTrust), immediately upon request (or, in the case of documentation evidencing the actual delivery of Goods giving rise to such Eligible Receivables, as soon as practicable following such request by SunTrust, but in any event not later than 15 days following such request), then SunTrust may require such Company to repurchase such Receivables in accordance with the procedures set forth in Section 5.

Payment and Purchase Price.

The purchase of Receivables by SunTrust pursuant to this Agreement on each Purchase Date shall vest in SunTrust full legal, equitable and beneficial title in and to all Receivables purchased by SunTrust on such Purchase Date on the terms and subject to the terms and conditions of this Agreement. The entry of the purchase of such Receivables by SunTrust in its books and records shall constitute conclusive evidence of the transfer of ownership of such Receivables to SunTrust.

SunTrust shall pay the Purchase Price, as set forth in Section 4.3, to Tech Data for the account of the selling Company in Dollars for the Receivables being purchased. Tech Data shall, on behalf of each of the Companies, pay the Program Fee directly to SunTrust in Dollars, as set forth in Section 4.3 when the amount of Eligible Receivables offered by all Companies for sale to SunTrust is less than Two Hundred Fifty Thousand Dollars ($250,000) and on any Settlement Date when no Eligible Receivables are offered by any Company for sale to SunTrust hereunder.

The parties are to adhere to the following settlement procedures, unless otherwise agreed by SunTrust, for so long as this Agreement remains in effect or any Receivables Balance remains outstanding, as follows with respect to the Purchase Price, Program Fee, Repurchase Receivables, and Commercial Disputes:

The Servicer shall provide to SunTrust on a weekly basis (or at such times as otherwise requested by SunTrust) an accounts aging trial balance report in such form and with such detail as approved by SunTrust, for all Purchased Receivables, and the Servicer and each of the Companies shall provide to SunTrust any other reporting reasonably requested by SunTrust.

The Servicer shall pay to SunTrust on or before each Settlement Date all amounts the Servicer has collected (including any proceeds of credit insurance received in respect of any Purchased Receivables) since the preceding Settlement Date on account of Purchased Receivables or otherwise for the benefit of SunTrust, the Program Fee, if any, and all amounts otherwise owed by any Company to SunTrust as of such Settlement Date.

Each Company shall identify and hold in trust for SunTrust all amounts remitted or paid to such Company, if any, on account of Purchased Receivables from such Company as the property of SunTrust (including any proceeds of credit insurance received in respect of any Purchased Receivables), and shall immediately deposit all such funds in the SunTrust Deposit Account from time to time, subject to reconciliation on each subsequent Settlement Date.

The obligations owed by the parties to one another as of each Settlement Date shall be netted against one another. All payments to be made by SunTrust to any Company or by any Company to SunTrust hereunder shall be made in Dollars in same day funds in time to be credited in accordance with normal banking procedures on the day when such payment is due and payable in accordance with the most current written wire instructions previously provided by one party to the other party.

Whenever any payment to be made by one party to the other shall become due on a day other than a Business Day, payment shall be due on the immediately following Business Day, including as provided in Section 2.4.

Risk of Loss.

Except as specified herein below, SunTrust is assuming the risk of loss or non-payment, relative to Purchased Receivables, which is due solely to the respective Obligors’ Financial Inability to Pay on the date payment is due. Each Company retains all risk of loss or non-payment due in whole or in part to any Commercial Dispute.

If an Obligor does not pay all or any portion of a Purchased Receivable when such Purchased Receivable is due and payable on account of a Commercial Dispute (other than on account of a Commercial Dispute described in clause (iii) of the definition of “Commercial Dispute”), the selling Company may attempt to resolve with such Obligor the non-payment during the sixty (60) day period immediately following the earlier of (i) the date such Company became aware of the Commercial Dispute, and (ii) the Due Date for such Purchased Receivable. The selling Company shall notify SunTrust of any settlement of Commercial Disputes known to it after reasonable investigation and the applicable Receivable Adjustments, if any. The selling Company shall pay to SunTrust the amount of any such Receivable Adjustment in Dollars on the next Settlement Date. In the event that such Company pays SunTrust the Receivable Adjustment and SunTrust receives payment in full of the remaining unpaid portion of such Purchased Receivable, then any further payments received by SunTrust on such Purchased Receivable (but not to exceed the amount of Receivable Adjustment actually paid by such Company to SunTrust) shall be remitted to such Company and such Receivable Adjustment shall not be considered as an Adjustment for any further purpose under this Agreement. SunTrust shall have no duty to investigate the bona fide nature or the validity of any Commercial Dispute.

If a Purchased Receivable subject to a Commercial Dispute (other than a Commercial Dispute limited to the type described in clause (iii) of the definition of “Commercial Dispute”) has been outstanding for more than sixty (60) days past the applicable Due Date, then SunTrust may require the selling Company to repurchase the Unresolved Dispute Amount. For Commercial Disputes limited to the type described in clause (iii) of the definition of “Commercial Dispute”, SunTrust may require the selling Company to repurchase the Unresolved Dispute Amount after it has been outstanding for more than one hundred twenty (120) days past the Due Date. Subject to this Section 5.3, such Company shall repay SunTrust the Unresolved

Dispute Amount in Dollars on the next Settlement Date and upon such repurchase such Unresolved Dispute Amount shall not be considered as an Adjustment for any further purpose under this Agreement. If the Unresolved Dispute Amount is paid by such Company, and SunTrust receives further payments of the remaining unpaid portion of such Purchased Receivable which, combined with the Unresolved Dispute Amount paid by such Company to SunTrust for such Purchased Receivable, equal to or exceeds the Invoice Amount (less applicable Adjustments) with respect to such Purchased Receivable, then further payments received by SunTrust on such Purchased Receivable (but not to exceed the Unresolved Dispute Amount actually paid by such Company to SunTrust) shall be remitted to such Company or to Tech Data on behalf of such Company. If the entire Purchased Receivable balance is repaid by such Company, it becomes a Repurchase Receivable (defined below), and SunTrust, upon payment, shall transfer the Repurchase Receivable and the rights appurtenant thereto to such Company without any warranties, representations, or recourse whatsoever, other than a representation and warranty that SunTrust has not transferred the Repurchase Receivable to any other third party and that such Repurchase Receivable is not subject to any security interest, lien or encumbrance granted or created by SunTrust; provided, however, that such transfer shall not affect, and any Repurchase Receivable so transferred shall continue to be subject to, the security interest granted pursuant to Section 8.3 of this Agreement. In the event such Company pays SunTrust the amount necessary when added to other sums received for such Repurchase Receivable, equal to the Invoice Amount (less applicable Adjustments) of the Repurchase Receivable, then any further payments received by SunTrust thereafter on such Receivable shall be remitted to such Company or to Tech Data on behalf of such Company. This repayment obligation shall apply only as set forth in this Section 5.3. In the event that such Company repays SunTrust the entire balance owing under the Purchased Receivable as provided in this paragraph, and SunTrust receives further payments of the remaining unpaid portion of such Purchased Receivable from the Obligor, then further payments received by SunTrust on such Receivable shall be remitted to such Company or to Tech Data on behalf of such Company. SunTrust shall cooperate with such Company’s efforts to resolve and obtain payment of an Unresolved Dispute Amount.

The Servicer will direct the collection process to collect or resolve all Unresolved Dispute Amounts in accordance with the Credit and Collection Policies and Procedures.

If any Purchased Receivable shall be an amount less than that specified in the Receivables List (after giving effect to any Adjustments known on the Purchase Date) by reason of a credit issued by the selling Company or a reduction taken by an Obligor in respect of a discount or other claim, then such Company shall pay such difference to SunTrust on the next Settlement Date, or SunTrust may, at its sole option, deduct such payment from any payment due from SunTrust under this Agreement.

If any warranty made by any Company pursuant to this Agreement (including the warranties set forth in Section 7 below) in respect of any Purchased Receivables proves to have been inaccurate or false when deemed made hereunder, then without limiting SunTrust’s rights and remedies under this Agreement, such Purchased Receivables shall be repurchased by the selling Company on the next Settlement Date for the full amount thereof then owing to SunTrust in respect thereof.

If any Company owes SunTrust any amount under this Agreement, SunTrust may, in its sole discretion, deduct, offset or recoup the amount due and payable from any amount due or to become due under this Agreement from SunTrust, including without limitation, the payment of the Purchase Price of any Purchased Receivables thereafter purchased by SunTrust, in its sole discretion, without any form of prior notice, and such action shall constitute payment of the such Purchase Price for purposes of this Agreement.

Conditions to Purchase of Receivables.

Conditions to Purchases. The obligation of SunTrust to purchase the Eligible Receivables identified to SunTrust on the Initial Purchase Date, and to purchase any additional Eligible Receivables thereafter, is subject to the fulfillment, to the satisfaction of SunTrust, of each of the conditions precedent set forth below:

SunTrust shall have received a counterpart of this Agreement (or a Supplement), an Obligor Letter with respect to each Obligor, the Release, Reconveyance and Consent Letter, the Transfer and Assignment, and the Fee Letter, each of which shall be in form and substance satisfactory to SunTrust and shall be duly executed by each Company and the other parties thereto;

SunTrust shall have received each original Guaranty required under an Obligor Letter;

SunTrust shall have received satisfactory results of such UCC, judgment, pending litigation and tax lien searches as it shall deem necessary or appropriate in its sole discretion, together with any such releases and terminations (or authorizations to file such releases and terminations) with respect to any matters of record as it shall have requested;

SunTrust shall have received a Control Agreement with respect to the initial SunTrust Deposit Account, duly executed by Tech Data, Bank of America, National Association, and SunTrust, and shall have received a Control Agreement with respect to any other deposit account of a Company which shall thereafter become a SunTrust Deposit Account, duly executed by such Company, the bank with which such SunTrust Deposit Account is maintained, and SunTrust, each of which shall be in form and substance satisfactory to SunTrust;

SunTrust shall have received evidence satisfactory to it that written notice has been sent to each Obligor notifying such Obligor of the purchase by SunTrust hereunder of the Purchased Receivables and directing each such Obligor to make payment by separate ACH entry or other means of electronic funds transfer directly to the SunTrust Deposit Account;

SunTrust shall have received a certificate from the Secretary of State of the State of Florida certifying that Tech Data is validly existing and in good standing in the State of Florida, and shall have received good standing certificates from each state in which Tech Data is qualified to do business;

SunTrust shall have received certificates from the state of incorporation or formation from each Company, other than Tech Data, which is a party hereto and from each state in which such Company is qualified to do business;

SunTrust shall have received certificates from the secretary or assistant secretary of each Company, certifying such Company’s respective organizational documents, resolutions or other organizational authorizations, and certifying as to the incumbency and signatures of its respective officers or other signatories authorized to sign on behalf of such Company;

Each Company shall have furnished to SunTrust copies of such governmental or third party approvals or consents necessary to the execution of this Agreement and the performance by each Company hereunder;

SunTrust shall have received favorable opinions of counsel for the Companies, in form and substance satisfactory to SunTrust, including (i) an opinion as to the enforceability of this Agreement under New York and U.S. law, (ii) an opinion stating that the Transactions will consummate a true sale of the Eligible Receivables from each Company to SunTrust, (iii) an opinion covering other matters with respect to Tech Data and the Transactions under Florida and U.S. law, and (iii) an opinion covering other matters with respect to each Company under the law of the state of formation and U.S. law for each other Company, in each case as SunTrust may request;

SunTrust shall have received a certificate from Tech Data’s chief executive officer, chief financial officer, or treasurer certifying that all closing conditions shall have been satisfied;

No Default or Event of Default shall have occurred and be continuing;

No material adverse change shall have occurred in the financial condition, operations, business, prospects or properties of any Company since the date of this Agreement (or any Supplement) or since the date of Tech Data’s most recent financial statements;

SunTrust shall have received payment of all reasonable out-of-pocket costs and expenses of SunTrust related to the negotiation, preparation, execution and delivery of this Agreement, including but not limited to reasonable fees and expenses of legal counsel for SunTrust, sales taxes, intangibles taxes, documentary stamp taxes, records examination costs, and recording costs;

SunTrust shall have received payment of a non-refundable engagement fee pursuant to the terms of the Fee Letter; and

Each of the representations and warranties set forth in the Agreement shall be true on and as of date of each such purchase as though made on and as of such date.

Additional Conditions to Each Subsequent Purchase. The purchase by SunTrust of Eligible Receivables after the Initial Purchase Date is subject to the fulfillment, to the satisfaction of SunTrust, of each of the additional conditions precedent set forth below:

The aging percent current plus 1 to 30 days past due must be above 80% for all Companies collectively; and

The Dilution rate shall be less than or equal to six percent (6.0%) for all Companies collectively.

Warranties. At each time a Receivables List is delivered to SunTrust, on each Purchase Date, and at each time SunTrust pays the Purchase Price for any Receivables, each of Tech Data and the other Companies warrants, and shall be deemed to warrant, to SunTrust, and upon which SunTrust shall be entitled to rely strictly as a material inducement to purchase the Receivables and to enter into this Agreement, and all of which shall survive the termination of this Agreement along with the indemnification provisions provided hereunder, as follows:

Authorization. Each Company has all power and authority to execute and deliver this Agreement, to perform fully its obligations hereunder, and to consummate the Transactions. This Agreement constitutes a legal, valid and binding obligation of each Company enforceable in accordance with its terms, subject to the Bankruptcy Exception as to enforceability.

Purchased Receivables. The information in the Receivables List and otherwise provided to SunTrust in accordance with the procedures described in Section 3 is true and accurate, and, as supplemented from time to time, identifies and sets forth accurate and complete financial information with respect to each of the Receivables to be purchased as of the Purchase Date. All names, account numbers, addresses, phone numbers, key contact information and other non-financial information either in an Obligor Letter or in the Receivables List or in any written or electronic format previously approved by SunTrust that is delivered to SunTrust will be true, complete and correct in all respects as of the applicable Purchase Date as relates to each such Receivable and the applicable Obligor. The true and correct amount of the principal indebtedness, excluding any late charges or late fees, lawfully owing under each of such Receivables as of the Purchase Date is set forth in the Receivables List and in such other information and said amounts represent the balances that are lawfully owing under such Receivables, net of any credits or returns owing to Obligors or any late charges or late fees. Each Purchased Receivable has a positive balance as of the Purchase Date. No Purchased Receivables have been settled or discharged in bankruptcy or otherwise. No Purchased Receivable shall represent or include any interest charges, late fees or late charges.

Title to the Purchased Receivables. Other than with respect to the SPV Receivables, there has been no prior sale, assignment or transfer of any rights or interest in any of the Receivables to be purchased as of such Purchase Date or other Purchased Assets related thereto. Each Company is the sole owner and has good, valid, complete and freely marketable title in and to the Receivables and Purchased Assets related thereto (including, but not limited to, the related obligations thereunder) which are purchased from it by SunTrust, and none of such Receivables or Purchased Assets are subject to any Lien, other than (i) the rights and interests of SunTrust pursuant to this Agreement, and (ii) those security interests, if any, identified on Schedule 3, and

all such Persons claiming such interests have executed and delivered, or authorized the filing of, releases or terminations of all such interests relating to such Receivables or other Purchased Assets in form and substance satisfactory to SunTrust. The execution and delivery of this Agreement is sufficient to transfer all rights, title and interests in and to such Receivables and other Purchased Assets related thereto (and the related obligations thereunder), and as of the Purchase Date, SunTrust will be vested with good, valid and freely assignable and marketable title in and to such Receivables and Purchased Assets related thereto (including the related obligations), free and clear of any Liens. Each Company has full right and authority to sell and assign each of such Receivables and other Purchased Assets to SunTrust pursuant to this Agreement, without the approval or consent of any Obligor or other Person.

Enforceability. For each Receivable to be purchased as of such Purchase Date, the Obligor on such Receivable (i) shall have accepted the Goods, or (ii) shall be deemed to have accepted the obligation to pay for the Goods invoiced to such Obligor and shipped to such Obligor or to such Obligor’s customers pursuant to the terms of any applicable purchase and distribution agreement. Each such Receivable and the transactions in connection with which it was created comply with all of the terms and conditions of any agreement between the selling Company and such Obligor. Each such Receivable and related Purchased Assets (and the obligations and balances owing thereunder) are the legal, valid and binding obligations of each Obligor and any surety, guarantor or other third-party credit support provider thereunder, are absolute and unconditional, arose out of a bona fide credit and business transaction entered into in the ordinary course of the business of such Company, and are duly enforceable by such Company, and as of the Purchase Date will be duly enforceable by SunTrust, in accordance with the terms of the related documents, and is not subject to any setoffs, adjustments, rescission, claims or counterclaims, except only as enforcement may be limited by a Commercial Dispute or the Bankruptcy Exception. There are no other agreements or understandings between any Company and any such Obligor or related surety, guarantor or other third-party credit support provider with respect to any of the Receivables to be purchased as of such Purchase Date (and the related obligations) except as set forth in the Purchased Assets related thereto. None of the obligations under any of such Receivables relates to any credit insurance, insurance or extended warranty programs.

Receivables. Each Receivable to be purchased by SunTrust as of such Purchase Date constitutes an Eligible Receivable as of such Purchase Date.

Compliance with Law. As relates to the Receivables to be purchased as of the Purchase Date, each Company has entered into sale transactions, extended and denied credit, created such Receivables and other Purchased Assets related thereto, and managed and used such Receivables and other Purchased Assets, in accordance with all applicable Laws. Each of the documents relating to such Receivables, in all particulars, and any acts or omissions relating to such Receivables, including, but not limited to, any credit approvals, rejections or counteroffers, disclosures, extensions of credit, application of payments, assessment and billing of indebtedness, charges or fees, account administration, collections, communications, billings, invoices, statements, notices and all other acts by each Company, with respect to such Receivables, is, and has been at all times, in compliance with all such applicable laws, rules and regulations.

Disclosure. Each Company has disclosed to SunTrust all facts or documents relating to the Receivables to be purchased as of the Purchase Date, and the other Purchased Assets related thereto that are material thereto. No warranty made by any Company as provided in this Agreement furnished or to be furnished to SunTrust pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated to make the statements herein or therein not misleading in the light of the circumstances in which they are made. There are no facts known to any Company that have not been disclosed to SunTrust that may materially affect the enforceability or collectability of such Receivables. No due diligence or investigation by or on behalf of SunTrust, or information known or imputed to SunTrust, shall in any way amend, reduce, discharge or alter any of the warranties, representations or indemnities of any Company in this Agreement or diminish, reduce, release or waive any of the rights, remedies or damages afforded to SunTrust.

Financial Statements. All financial statements and other factual information furnished to SunTrust by each Company are true and correct and do not fail to disclose any fact necessary to make such statements or information not misleading in any respect.

Litigation. As of the Purchase Date for any given Receivable, there is no Action pending or threatened against any Company relating to such Receivable to be purchased as of the Purchase Date, or the other Purchased Assets related thereto, or any collection, enforcement or use of the foregoing, and each Company does not know, or have reason to be aware, of any basis for the same. As of any date after the Purchase Date for any given Purchased Receivable, there is no Action pending or threatened against any Company relating to such Purchased Receivable or the other Purchased Assets related thereto or any collection, enforcement or use of the foregoing (other than Commercial Disputes arising in the ordinary course of business which alone or in the aggregate do not constitute a material portion of the Receivables), and each Company does not know, or have reason to be aware, of any basis for the same. No judgments, citations, fines or penalties have been entered, asserted or assessed against any Company with respect to such Receivables or other Purchased Assets related thereto. None of the Obligors or related sureties, guarantors or other third-party credit support providers have filed for protection, or been made the subject of, any voluntary or involuntary petition or filing for protection under the laws of bankruptcy, receivership or insolvency.

Absence of Default. No Event of Default has occurred and is continuing. No Event of Default has occurred under the Credit Agreement.

Advice of Counsel and Accountants. Each Company has sought legal, accounting and tax advice, independent of SunTrust, regarding the nature of the Transactions and has not relied on any statement, writing, behavior, omission, or other action by SunTrust, or its legal counsel, in its evaluation of this Agreement, including, but not limited to, the tax or accounting treatment for any of the Transactions.

Covenants.

Liability for Transfer Taxes. Each Company shall be responsible for the timely payment of, and shall indemnify and hold harmless SunTrust against, all sales, use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, license and other similar

taxes, assessments and fees, arising out of or attributable to the Transactions; provided, however, that SunTrust shall be responsible for payment of its own state and federal income taxes and franchise taxes that are in the nature of income taxes.

Deliverables. At or before the Initial Purchase Date, each Company shall deliver to SunTrust (i) executed acknowledgements and consents from any Persons purporting to hold any interests in the Receivables of such Company, in form and substance satisfactory to SunTrust, together with terminations, or partial releases and authorizations for the filing of such documents in respect of any such interests, and (ii) such certificates and opinions of counsel as SunTrust may reasonably require with respect to such Company, the due authorization, execution, delivery, validity and enforceability of this Agreement and related documents, and the Transactions. Thereafter, each Company shall execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise requested by SunTrust to render effective the consummation of the Transactions, and to protect SunTrust’s interest in all Receivables.

Grant of Precautionary Security Interest; UCC Filing. The parties intend that the Transactions shall constitute a purchase and sale of the Purchased Receivables and other Purchased Assets as provided above for all purposes, and not lending transactions, and SunTrust is hereby authorized to file such UCC financing statements or comparable statements as it determines to be necessary or appropriate in order to perfect its rights, title and interests therein. Notwithstanding the foregoing, if for any reason the Transactions are deemed not to constitute such a purchase and sale transaction, then each Company intends to and does hereby grant to SunTrust a continuing first priority security interest in and to the following: (A) all Purchased Receivables and obligations of any kind arising thereunder from and after the Purchase Date thereof; (B) all other Purchased Assets; (C) all SunTrust Deposit Accounts; and (D) all proceeds of the foregoing. In addition, each Company hereby grants to SunTrust a continuing first priority security interest in and to all Receivables on which any Obligor is the account debtor, whether or not such Receivables are Purchased Receivables or Purchased Assets; provided, however, that SunTrust shall release its interest in any Receivables of an Obligor which becomes a Removed Obligor in accordance with Section 16 hereof and shall file such releases in respect of UCC financing statements as may be necessary to evidence such release. The obligations secured by such precautionary grant of a security interest and by such other grant of a security interest shall be all of the obligations whatsoever owing or deemed, after such recharacterization, to be owing by each Company to SunTrust whether now existing or hereafter created or acquired, and arising under or in connection with this Agreement or the transactions described herein or contemplated hereby, but shall not include obligations owed by any Company to SunTrust under the Credit Agreement and no proceeds of any Receivable shall be applied to repay any obligation of any Company to SunTrust under the Credit Agreement. Each Company agrees to cooperate fully with SunTrust as SunTrust may reasonably request in order to give effect to and to maintain the first priority status of the security interest granted by this Section 8.3, including, without limitation, obtaining any and all lien terminations and releases and UCC financing statement terminations and releases (containing terms acceptable to SunTrust) necessary to provide SunTrust with first lien priority with respect to the subject Receivables from and after the Closing Date. Each Company hereby authorizes SunTrust to file any UCC financing statements SunTrust deems necessary or appropriate in order to perfect the interests of SunTrust in respect of the Purchased Receivables and other Purchased Assets and all proceeds thereof. Each

Company agrees to take or refrain from taking, as the case may be, any and all actions as may be necessary to preserve the continuing interests in favor of SunTrust conveyed and granted hereunder. Each Company agrees to provide SunTrust with a duly executed Control Agreement with respect to each SunTrust Deposit Account and agrees to direct each Obligor to make all payments on each of the Receivables owed by it either to SunTrust or to a SunTrust Deposit Account for which a Control Agreement is in effect. Each Company agrees to provide SunTrust with prior written notice of any proposed change in (i) its jurisdiction of incorporation or its chief executive office or principal place of business, (ii) its corporate name, (iii) any dissolution, merger, consolidation or other corporate reorganization, or (iv) any SunTrust Deposit Account; provided, however, that no such change shall be effected before such Company has supplied SunTrust with all requested diligence items such as searches and signed copies of all releases, authorizations for filings and other documents and actions as SunTrust may reasonably determine to be necessary or appropriate to preserve and maintain at all times the perfection and priority of the rights, title and interests granted or purported to be granted to SunTrust hereunder. Each Company hereby grants SunTrust a limited power of attorney, coupled with an interest, for the purpose of endorsing in the name of such Company any instruments or checks received by SunTrust with respect to Purchased Receivables and made payable to such Company.

Servicing and Setoff. For every Purchased Receivable, except as otherwise effected in connection with resolution of any Commercial Dispute pursuant to Section 5.2 and Section 5.3, no Company will, without the prior written consent of SunTrust, (a) permit any setoff, offset, counterclaim or right to a deduction or recoupment to arise at any time, (b) assign, modify, pledge or deal with such Purchased Receivable except as expressly provided for in this Agreement, nor (c) grant any waiver, release or other indulgence, except as in accordance with the Credit and Collection Policies and Procedures to be applied by the Servicer (which procedures have been delivered and certified to SunTrust as of the date hereof) and agreed to by the parties. If any Company intends to enter into any contractual arrangement with any Obligor, other than with respect to the sale of Goods by such Company to such Obligor, or if any Obligor asserts, or has grounds to assert, any claim against any Company for any matter unrelated to the sale of Goods by such Company, such Company shall immediately notify SunTrust in writing of such matters, giving such detail as SunTrust may request.

Sale. Each Company shall properly and accurately reflect the sale of the Purchased Receivables and other Purchased Assets and the sale and transfer of their ownership to SunTrust in such Company’s Books and Records.

Weekly Sales Report. Each Company, or Tech Data acting on behalf of such Company, shall provide SunTrust with a report (“Weekly Sales Report”), no less often than once per week, describing new credit sales to the Obligors, collections with respect to Receivables, and Dilution with respect to Receivables (with sufficient detail to permit SunTrust to monitor and assess actual Dilution against historic and projected levels as determined by SunTrust), and such other information as SunTrust may reasonably request to be included in the Weekly Sales Report, all in such form and with such detail as approved by SunTrust.

Expenses and Fees. On the first day of each Renewal Term, Tech Data shall pay to SunTrust the renewal fee described in the Fee Letter. In addition, Tech Data shall pay all reasonable out-of-pocket costs and expenses of SunTrust in connection with any amendment or

waiver with respect hereto which is requested by Tech Data or by any other Company and shall pay all costs of collection, including reasonable attorneys’ fees, in connection with the enforcement by SunTrust of the obligations of any Company hereunder.

Reporting Requirements. Tech Data shall provide SunTrust with copies of the financial statements described in, and at the times required under, the provisions of Article VII of the Credit Agreement, or under any successor provisions of the Credit Agreement (as amended or replaced) with respect of reporting of financial statements and other financial information. If the Credit Agreement is terminated and no replacement Credit Agreement is entered into, then Tech Data shall thereafter provide such copies of financial statements and other financial information as would have been required under the Credit Agreement as in effect immediately prior to such termination. All such financial statements shall be certified as to accuracy and completeness and conformity to generally accepted accounting principles by Tech Data’s chief executive officer, chief financial officer, controller or treasurer. In addition, Tech Data shall notify SunTrust immediately upon the occurrence of any Default or Event of Default hereunder or the occurrence of any Default or Event of Default under, and as defined in, the Credit Agreement.

Indemnification.

Each Company agrees to indemnify and hold harmless each SunTrust Indemnitee from any losses, damages, claims or complaints incurred by any SunTrust Indemnitees (including reasonable attorneys’ fees and expenses of such SunTrust Indemnitees) to the extent of and arising out of third party claims or actions due to: (i) any Company’s breach of any representations or warranties in this Agreement or its failure to comply with this Agreement; (ii) any wrongful acts or omissions by any Company or such Company’s affiliates with respect to the Purchased Receivables or other Purchased Assets; (iii) any Company’s negligence, unlawful conduct, or willful misconduct with respect to the Purchased Receivables or other Purchased Assets; (iv) the death or injury to any Person or the loss, destruction or damage to any property arising out of the design, manufacture, distribution or furnishing by any Company of any goods or services, or related warranties or services, that were the subject of the Purchased Receivables; (v) with respect to any Purchased Receivables or other Purchased Assets, any claim or complaint of a third party that any Company has breached any contract with such party or violated any laws or equitable principles, or otherwise with respect to SunTrust’s execution, delivery or performance of this Agreement. Notwithstanding the foregoing, no such indemnification shall apply with respect to any SunTrust Indemnitee to the extent that any such losses, damages, claims or complaints are the result of the gross negligence or willful misconduct of such SunTrust Indemnitee. Each Company agrees to pay all reasonable costs and expenses of SunTrust (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement of this Agreement against any Company (including in any bankruptcy or insolvency proceedings) and any applicable sales taxes, intangibles taxes, documentary stamp taxes and recording costs in respect of the Transactions.

Defaults; Status of Obligors.

The existence or occurrence of any of the following (each an “Event of Default”) shall constitute an Event of Default under this Agreement:

Tech Data (whether acting for itself or for any other Company or in its capacity as Servicer hereunder) or any other Company shall fail to pay any amount required to be paid to SunTrust in connection with Purchased Receivables under this Agreement when such amount is due and payable (including payment affected by way of the settlement procedures set forth in Section 3); or

Tech Data (whether acting for itself or for any other Company or in its capacity as Servicer hereunder) or any other Company shall default in the performance and observance of any non-monetary provision hereof, which default is incapable of remedy or, if capable of remedy, is not remedied within thirty (30) days after Tech Data or such Company obtains knowledge thereof or receives written notice of such default; or

Any Company becomes insolvent, makes an assignment for the benefit of creditors, is generally unable to pay its debts as they fall due, becomes subject to or applies for bankruptcy proceedings, is submitted to, makes, or there is made an application for any protection from its creditors or is put into forced or voluntary liquidation, or the party shall enter into any settlement or commence any proceedings under any law, regulation or decree of any applicable jurisdiction relating to reorganization, arrangement, readjustments of debts, dissolution or liquidation by reason of insolvency, whether now or hereafter in effect, and if any such action is involuntary, it is not dismissed within sixty (60) days of the date thereof; or

If any representation, warranty or other statement made herein or in any certificate, exhibit or schedule delivered by any Company hereunder (whether acting for itself or in its capacity as Servicer hereunder) is incorrect or misleading in any material respect as of the date at which it is made or deemed to be made; or

Tech Data, acting as Servicer, shall fail to comply with the provisions set forth in Section 11, and such failure is not remedied within five (5) days of the date on which SunTrust sends notice thereof to the Servicer; or

If an “Event of Default” as defined in the Credit Agreement shall occur under the Credit Agreement; or

If (i) any tax liens, or (ii) judgments in an aggregate amount exceeding $30,000,000, are entered against one or more of the Companies, and such tax liens and judgments are not stayed pending appeal, satisfied, discharged, or cancelled within a period of thirty (30) days; or

If any default or event of default shall occur under any material agreement to which any Obligor is a party, and such default or event of default is not cured or waived within a period of thirty (30) days;

If any required Guaranty is terminated or if the Guarantor under any such required Guaranty is dissolved or becomes insolvent, or a petition in bankruptcy is filed by or against such Guarantor; or

If the S&P Rating established for Tech Data shall be less than B+.

Upon the occurrence of any Event of Default, SunTrust may, in its sole and absolute discretion, do any or all of the following at any time thereafter:

cease making further purchases hereunder or, as provided in Section 12.2, otherwise terminate this Agreement;

notify each Obligor of SunTrust’s purchase of any Purchased Receivables, if any Obligor has not been previously notified;

proceed directly against any Obligors to collect or enforce any and all rights and remedies with respect to any Purchased Receivables;

require each Company to immediately repurchase from SunTrust all Repurchase Receivables previously purchased by SunTrust from such Company;

seek specific performance or damages incurred as a result of any breach of the terms, covenants and conditions contained in this Agreement by any Company;

offset or recoup against any assets, monies, funds, proceeds or other sums of, or otherwise owing to, each Company under this Agreement; and

take any other action reasonably deemed necessary by SunTrust in furtherance of any of the foregoing and the exercise of any of its remedies under this Agreement.

If any Obligor ceases to satisfy the conditions set forth in the Obligor Letter for such Obligor for continuation of its approved status, SunTrust may, in its sole and absolute discretion, take any or all of the actions described in clauses (1) through (4) of Section 10.2 with respect to such Obligor and the Purchased Receivables owing by such Obligor.

Servicing and Management of Purchased Receivables.

Prior to the occurrence of any Event of Default hereunder, Tech Data (when acting in such capacity, herein referred to as “Servicer”) shall act as “Servicer” hereunder and shall service the Purchased Receivables purchased by SunTrust hereunder. The servicing of such Purchased Receivables shall include, but not be limited to: (1) managing the collection of the Purchased Receivables and undertaking all action or all legal or other proceedings to enforce payment, (2) taking all actions necessary to request or demand that the Obligors pay Purchased Receivables if such Purchased Receivables are due and payable; and (3) administer, service and manage the collection and servicing of the Purchased Receivables in the ordinary course of business with at least the same standard of care and procedures as Tech Data uses in the servicing and management of Receivables owned by Tech Data.

The Servicer shall implement and comply in all respects with the Credit and Collection Policies and Procedures and shall perform all obligations described herein, including without limitation, those obligations described in Section 4.3 and Section 5.2 hereof.

The Servicer shall administer, service and manage the collection and servicing of the Purchased Receivables in the ordinary course of its business in compliance with all applicable laws, rules and regulations.

The Servicer shall arrange to have all payments from each Obligor sent by separate ACH entry directly to the SunTrust Deposit Account and shall not permit any payments other than payments on Purchased Receivables or other Receivables in which SunTrust has a security interest, to be included in any such ACH entry or to be deposited into the SunTrust Deposit Account.

Tech Data shall be responsible for all of the fees, costs and expenses incurred in connection with the management and collection of the Purchased Receivables, including, without limitation, the costs for litigation to resolve Commercial Disputes, but shall not be responsible for such fees, costs, or expenses where non-payment of Purchased Receivables is due solely to Financial Inability to Pay. Tech Data shall obtain or cause to be obtained all licenses, permits and regulatory approvals necessary to collect the Purchased Receivables and otherwise comply with all applicable laws, rules and regulations.

The Servicer agrees that, except as historically applied in the normal, customary and ordinary course of its business with respect to the collection of its own Receivables (and which standard of practice shall at least constitute the average level of collection practices of its industry), it will not adjust, settle, or compromise the amount due under any Purchased Receivables purchased by SunTrust pursuant to this Agreement without the prior written consent of SunTrust.

In partial consideration for its performance of its duties as Servicer, SunTrust shall assign to Tech Data, and Tech Data shall be entitled to receive and retain, all amounts from time to time paid by Bank of America, National Association (or any other depository bank where the SunTrust Deposit Account is maintained) as interest or other investment return on the funds from time to time held in the SunTrust Deposit Account. Tech Data agrees that it will report all such amounts as its income and be responsible for paying all income and other taxes in respect thereof. Amounts shall be payable monthly to Tech Data upon receipt and review by SunTrust and Tech Data of the applicable periodic statements for the SunTrust Deposit Account following the actual crediting of such amounts to the SunTrust Deposit Account.

Upon (i) thirty (30) days prior notice, or (ii) immediately upon the occurrence of any Event of Default described in Section 8.1, SunTrust may replace Tech Data (or any successor Servicer) as the Servicer. If the Servicer intends to make any change to the Credit and Collection Policies and Procedures, the Servicer shall notify SunTrust in writing giving details and an explanation of such proposed change, and unless SunTrust objects within ten (10) days of receipt of such written notice, such change shall be deemed approved by SunTrust. If SunTrust objects to such proposed change and Tech Data does not agree to not make such change, then SunTrust may immediately replace Tech Data (or any successor Servicer) as Servicer. Such replacement shall not alter, modify, limit or reduce any Company’s other responsibilities hereunder.

Termination.

The initial term of this Agreement (“Initial Term”) shall commence on the date first written above and shall continue for 364 days from the date of this Agreement, unless terminated earlier as provided in Section 12.2. After the Initial Term, this Agreement shall be automatically renewed for up to two additional 364-day terms (“Renewal Terms”) unless one of the parties hereto notifies the other in writing on or before sixty (60) days prior to the expiration of the Initial Term or the expiration date of any Renewal Term, as the case be, that such party does not elect to extend this Agreement.

This Agreement may be terminated (a) upon the expiration of its Initial Term or a Renewal Term as set forth in Section 12.1 above; (b) by mutual written agreement of the parties at any time; (c) immediately upon written notice by SunTrust following the occurrence of an Event of Default; (d) immediately upon written notice by SunTrust or any Company if it shall become unlawful for either of them to perform or comply with any one or more of their respective obligations hereunder; (e) immediately upon written notice by SunTrust in the event of a sale, reorganization or merger, substantial asset sale or transfer by any Company, unless the affected Company (including the surviving company in any merger) shall meet each of the requirements for an “additional Company” under Section 16 hereof, or (f) immediately upon any Change of Control. The parties shall cooperate, in good faith, and use their reasonable commercial efforts to minimize any adverse effects of the termination of this Agreement.

Any termination of this Agreement shall not be effective with respect to outstanding Purchased Receivables and other Purchased Assets and all related obligations and liabilities of the parties hereto with respect to such outstanding Purchased Receivables and other Purchased Assets. The parties shall continue to follow the procedures set forth in this Agreement with respect to all such Purchased Receivables and other Purchased Assets, until such time as the Receivables Balance equals zero, notwithstanding the cessation of purchases of Receivables hereunder. Notwithstanding the foregoing, if at any time any payments made by or on behalf of any Company hereunder are rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Company, or otherwise, all obligations hereunder with respect to such payments shall be reinstated as though such payment had been due but not made at such time.

Upon written request from any Company, termination of this Agreement, and final payment of all amounts due to SunTrust from all Obligors and each Company, SunTrust will (i) release its UCC financing statements with respect to its ownership interest and precautionary

security interest in the Purchased Receivables and with respect to its security interest in any other Receivables, (ii) terminate any Control Agreement to which it is a party with respect to any SunTrust Deposit Account into which proceeds of Receivables have been deposited or are held, and (iii) return to Tech Data, for the account of Tech Data and each Company, or will deliver to any other Person entitled thereto, any proceeds of any Receivables, other than Purchased Receivables, in its possession.

Confidentiality. In performing its obligations pursuant to this Agreement, each party may receive from the other or have access to certain Confidential Information. All parties agree that they will reveal such Confidential Information only to those of their directors, officers, or employees (and the directors, officers or employees of any of their Affiliates) with a need to know or who are engaged in the development or maintenance of the program under this Agreement. Each party agrees not to disclose Confidential Information to any third party, except as may be necessary for that party to perform its obligations pursuant to this Agreement, including but not limited to disclosure of Confidential Information to such party’s legal counsel, accountants, and financial advisors and except to any credit rating agency on a confidential basis or as may be agreed to by the parties or as required by law or compelled by judicial process. If any party should disclose Confidential Information to a third party, such disclosing party shall cause said third party to agree to the confidentiality provisions set forth in this Section 13, unless, after the giving of reasonable prior written notice, as otherwise required or compelled by law, court order or judicial process. This Section 13 shall survive the termination of this Agreement for a period of three (3) years.

Company Guaranty. In consideration of the benefit, directly and indirectly, to each Company hereunder, each Company hereby guaranties to SunTrust the full and timely payment of, and shall be jointly and severally liable for, the obligations of each other Company hereunder, whether or not it, or one of the other Companies, is the originator of a given Receivable with respect to which such obligations have arisen, and shall include without limitation, interest accruing or that would have accrued thereon after the filing of a petition in bankruptcy or other insolvency proceeding. The obligations of each Company under its respective Company Guaranty in this Section 14 shall be unconditional and absolute, enforceable against each such Company to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, and without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, and each Company hereby consents to, the taking, or failure to take, of each of the following actions by SunTrust, and waives notice of any thereof: (i) acceptance of its guaranty obligations with respect to obligations of the other Companies hereunder, (ii) any purchase of any Receivables under this Agreement, (iii) demand for payment, waiver of any default or any other term or condition of this Company Guaranty or this Agreement, any extension, acceptance of payment or partial payment, renewal, settlement, or compromise, (iv) any amendment, modification or supplement to this Agreement or any document or agreement related to this Agreement, the Purchased Receivables, the Transactions, or any document or agreement relating thereto; (v) release of any Company or any Guarantor, release of any security, nonperfection or invalidity of any direct or indirect security for any obligation guarantied hereunder, (vi) the invalidity or unenforceability relating to any obligation of any other Company guarantied hereunder, and (vii) any other waiver, consent or other action or inaction or circumstance which might, but for the provisions of this Section, constitute a legal or equitable discharge of any Company’s obligations hereunder. If at any time any payment on

the obligations guarantied hereby is rescinded or must be otherwise restored or returned upon the insolvency or bankruptcy of a Company, each other Company’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. Each Company represents that it is familiar with the financial condition of each of the other Companies and covenants that it will keep itself so informed. Each Company hereby agrees that it will not enforce any right of contribution or subrogation against any other Company until all obligations of all of the Companies hereunder are fully satisfied and paid in full. Each Company hereby consents to the addition of any other Company pursuant to the terms of Section 15 hereof from time to time and consents to the removal of any Obligors pursuant to the terms of Section 16 hereof from time to time. Notwithstanding any provision of this Company Guaranty to the contrary, it is intended that this Company Guaranty not constitute a “fraudulent conveyance” under any applicable insolvency laws and it shall be valid and enforceable only to the maximum extent that would not cause this Company Guaranty, or any Lien securing this Company Guaranty, to constitute a “fraudulent conveyance” and this Company Guaranty shall automatically be deemed to have been amended with respect to each affected Company accordingly at all relevant times.

Additional Companies. From time to time Tech Data may request that an additional subsidiary be permitted to become a Company hereunder and such subsidiary shall become a Company hereunder upon satisfaction of each of the following conditions: (i) such subsidiary shall (a) be a wholly-owned subsidiary of Tech Data and shall be engaged only in the business in which Tech Data is engaged as of the date hereof, (b) be organized under the laws of a state of the United States of America, (c) be in good standing in the state of its formation and in each other jurisdiction in which it is required to be qualified to do business, (d) be the owner of each of its Receivables, free and clear of all liens and encumbrances of any nature whatsoever, (e) be solvent, (f) not be subject to any material Actions, (g) be in compliance with all laws, (h) have the power and authority to enter into the Facility Agreement and perform its obligations hereunder without restriction and without any conflict with any agreement or law applicable to it, (i) be in compliance with each of its material agreements both before and after becoming a Company hereunder, and (j) provide SunTrust with its most recent financial statements and have had no material adverse change in its financial condition since the date of such statements; (ii) such subsidiary shall certify each of the foregoing items (a) through (j) to SunTrust and shall provide such information and copies of documents as SunTrust shall require in connection with each of the foregoing; (iii) such subsidiary shall duly authorize, execute and deliver a Supplement and shall duly authorize, execute and deliver such other documents, agreements, certificates and opinions as to organizational matters, authority, enforceability, and true sale as SunTrust shall require; and (iv) each of the other conditions set forth in Section 6.1 shall have been met to the satisfaction of SunTrust. Upon execution and delivery of such items, including such Supplement, such subsidiary shall become a Company hereunder with the same force and effect as if originally named as a Company herein. The execution and delivery of any Supplement adding an additional Company as a party to this Agreement and the acceptance thereof by SunTrust shall not require the consent of any other Company hereunder whether or not such additional Company meets each of the foregoing requirements. The rights and obligations of each Company hereunder shall remain in full force and effect notwithstanding the addition of any new Company as a party to this Agreement, and each Company, together with each such additional Company shall be and remain jointly and severally liable hereunder for the obligations of all Companies.

Removed Obligors. Any Obligor hereunder may be removed as an Obligor hereunder with respect to a given Company by letter agreement in the form of Exhibit B (“Removal Letter”) and, upon the satisfaction of each of the following conditions, shall become a “Removed Obligor” hereunder: (i) SunTrust shall have received a duly authorized and executed Removal Letter from each Company requesting that such Obligor be removed as an Obligor hereunder with respect to such Company, (ii) all Purchased Receivables on which such Obligor is the account debtor and which were purchased from such Company shall have been repaid in full, and (iii) no Default or Event of Default hereunder nor any Default or Event of Default under, and as defined in, the Credit Agreement shall have occurred and be continuing. SunTrust agrees to (i) release any ongoing interest hereunder in other Receivables owing by a Removed Obligor, and (ii) release or reassign to the respective Company any Guaranty (or the applicable rights and interests thereunder) in respect of the Receivables of such Removed Obligor.

Miscellaneous.

Each Company will execute whenever requested by SunTrust all documents and take such actions as SunTrust may reasonably require to vest full legal title to the Purchased Receivables and other Purchased Assets in SunTrust, including, without limitation, the filing of any UCC financing statements and a written assignment of any Guaranty. On and after each Purchase Date, each Company shall take such other actions as shall be necessary, or reasonably requested by SunTrust, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the Transactions.

Except with respect to the payment of the Purchase Price as provided in Section 3.2, SunTrust’s sole liability for a non-monetary default hereunder shall be limited to correction (to the extent reasonably correctable) of such actions, errors or omissions within the applicable cure period as provided in this Agreement. No party shall have any liability to any other party hereunder for indirect, punitive, consequential or incidental damages of any kind or nature, including, without limitation, loss of profits or damage to or loss of use of any property, any interruption or loss of service or any loss of business, howsoever caused.

This Agreement, together with exhibits, schedules and documents incorporated by reference in this Agreement, constitutes the entire agreement between the parties in connection with the purchase and sale of the Purchased Receivables, and supersedes all prior agreements, negotiations and communications on such subject matter, whether written or oral.

The Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The captions in this Agreement are for convenient reference only and are not intended as a summary of such Sections or subparts, and shall not be considered a part of this Agreement and shall not affect, limit or modify the construction or interpretation of the contents of this Agreement. All of the obligations and responsibilities of the parties as set forth in this Agreement that accrue or arise on or before the termination of this Agreement pursuant to Section 12 shall survive termination, together with all obligations and responsibilities pursuant to Sections 9, 13 and 14 hereof, and as otherwise provided in Section 12.

The Agreement may be assigned by either party only with the prior written consent of the non-assigning party, which consent may be granted or withheld in the sole discretion of the non-assigning party. In the event the Agreement is assigned without the required consent of the other party, the non-assigning party may terminate the Agreement by giving notice to the assigning party.

If any provision or portion of this Agreement is held to be invalid, illegal, void or unenforceable by reason of any rule or law, administrative order, judicial decision, public policy, or otherwise, all other provisions of this Agreement shall nevertheless remain valid and in full force and in effect, and this Agreement shall be construed as if such invalid provision was never part of this Agreement.

The Agreement and all rights and obligations hereunder, including, without limitation, matters of construction, validity and performance, shall be governed by and construed and interpreted in accordance with applicable federal law and the internal laws of the State of New York without regard to its principles of conflict of laws. It is expressly understood that changes in the performance of any party’s obligations under this Agreement necessitated by a change in interpretation of any applicable federal or state statute or regulation will not constitute a breach of this Agreement. SunTrust and each Company hereby irrevocably submit to the non-exclusive jurisdiction of the state and federal courts located in New York, New York in respect of the interpretation and enforcement of the provisions of this Agreement.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SUNTRUST AND EACH COMPANY EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR COUNTERCLAIM ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT, AND UNDER ANY THEORY OF LAW OR EQUITY, WHETHER NOW EXISTING OR HEREAFTER ARISING.

No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. No delay by any party hereto in exercising any of its rights hereunder or partial or single exercise of such rights, shall operate as a waiver of that or any other right. The exercise of one or more of any party’s rights hereunder shall not be a waiver of, nor preclude the exercise of, any rights or remedies available to such party under this Agreement, in law or equity, or otherwise. Any waiver by any party of any breach or default of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach or default of any such provision, or a waiver of any right or rights under this Agreement.

Whenever notice or demand under the Agreement is given to or made upon either party by the other party, such notice or demand shall be given in writing, by courier, fax, or similar method, and such notice or demand shall be deemed to have been given when the fax, writing, or other form of notice or demand is either personally delivered to the party or delivered to the address set forth below. Either party may give notice of a change of address to which notices under this Agreement are to be sent by giving written notice thereof in the manner provided in this Section 17.10. Notwithstanding the foregoing, notice of intent to terminate the Agreement and notice of default shall be sent by certified mail, return receipt requested, by hand delivery, or by an overnight courier.

If to SunTrust:	SunTrust Bank
	250 Piedmont Avenue, Suite 500
	Atlanta, GA 30308
	One copy to the attention of:
	Peter J. Loescher, Director
	One copy to the attention of:
	J. Dev Maguire, Director
If to any Company:	Tech Data Corporation
	5350 Tech Data Drive
	Clearwater, FL 33760
	Attn: Charles V. Dannewitz,
	Senior Vice President, Tax and Treasurer

This Agreement may be executed in any number of separate counterparts, each of which taken together shall constitute an original and shall constitute one and the same Agreement, but it shall not be necessary to produce or account for more than one such counterpart. The signatures of duly authorized representatives of the parties executed on behalf of the parties hereto transmitted by facsimile shall constitute original signatures of the parties for all purposes. The warranties and representations of each Company and each Company’s obligations with respect to Commercial Disputes, to repurchase any Repurchase Receivables, to pay any other amount owed to SunTrust, to indemnify SunTrust and to remit any amounts due SunTrust hereunder shall survive the termination of this Agreement.

Nothing expressed or implied in this Agreement is intended nor shall be construed to confer upon or give any person other than the parties hereto or their permitted successors or assigns any rights or remedies under or by reason of this Agreement.

Nothing in this Agreement shall be deemed to create a partnership or joint venture between SunTrust and any of the Companies. Except as expressly set forth herein, none of the Companies, on the one hand, nor SunTrust, on the other hand, shall have any authority to bind or commit the other.

Each of the Companies (other than Tech Data) acknowledges and agrees that it has appointed and authorized Tech Data to act as its agent and otherwise to act on its behalf with respect to all matters hereunder, including all actions to be taken by it under this Agreement, including payments to be made or received by it and notices or information to be furnished by it and Tech Data accepts such appointment. Each such Company hereby consents to and ratifies all such actions that may at any time be taken by Tech Data pursuant to the foregoing appointment and authorization. Whenever any provision of this Agreement provides for payments to be made or received, notices to be given or received, or any other action to be taken under this Agreement, all such payments, notices and other actions shall be undertaken through Tech Data, acting on behalf of, and for the benefit of, itself and each of the other Companies, and each of

such other Companies hereby agrees to cooperate with Tech Data by providing information, payments, or notices, or to otherwise provide such assistance as is required for Tech Data to comply herewith.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Trade Receivables Purchase Facility Agreement to be executed as of the day and year first above written.

TECH DATA CORPORATION		SUNTRUST BANK
By:	/s/ Charles V. Dannewitz	By:	/s/ Peter J. Loescher
Name:	Charles V. Dannewitz	Name:	Peter J. Loescher
Title:	Senior Vice President, Tax Treasurer	Title:	Director

Schedule 1 (Purchase Dates and Settlement Dates)

TECH DATA CORPORATION

RECEIVABLE SALE CUT OFF SCHEDULE

INITIAL TERM

First Invoice Date	Last Invoice Date	Report Due Date	Purchase Date and Settlement Date
	5/26/2005	5/27/2005	5/31/2005
5/27/2005	6/27/2005	6/28/2005	6/30/2005
6/28/2005	7/25/2005	7/26/2005	7/28/2005
7/26/2005	8/26/2005	8/29/2005	8/31/2005
8/29/2005	9/27/2005	9/28/2005	9/30/2005
9/28/2005	10/25/2005	10/26/2005	10/28/2005
10/26/2005	11/25/2005	11/28/2005	11/30/2005
11/28/2005	12/27/2005	12/28/2005	12/30/2005
12/28/2005	1/25/2006	1/26/2006	1/30/2006
1/26/2006	2/23/2006	2/24/2006	2/28/2006
2/24/2006	3/28/2006	3/29/2006	3/31/2006
3/29/2006	4/25/2006	4/26/2006	4/28/2006

Schedule 2

The Discount Percentage (expressed as a percentage) on the Initial Purchase Date (“Initial Discount Percentage”) shall equal             %.

The Discount Percentage (expressed as a percentage) for each Settlement Date after the Initial Purchase Date (“Settlement Date Discount Percentage”) shall be calculated as follows:

(Receivables Balance + (New Invoice Amounts-Adjustments)) x ((LIBOR + Applicable Margin) x

                                (number of days in the respective period ÷ 360)                                

(New Invoice Amounts-Adjustments)

The Program Fee Percentage (expressed as a percentage) shall be calculated as follows:

(LIBOR + Applicable Margin) x (number of days in the respective period ÷ 360)

Schedule 3

Third Party Interests

Tech Data Finance SPV, Inc.,

a Delaware corporation

Bank of America, National Association,

as Administrative Agent

Exhibit A

to Trade Receivables Purchase Facility Agreement

Form of Supplement

SUPPLEMENT NO. [    ] dated as of [            ] to the Trade Receivables Purchase Facility Agreement (as the same may have been previously amended, supplemented or restated, the “Agreement”) dated as of May 26, 2005, between Tech Data Corporation (“Tech Data”) and each of its subsidiaries parties thereto from time to time (Tech Data and each such subsidiary, individually, a “Company” and collectively, the “Companies”) and SunTrust Bank, a Georgia banking corporation (“SunTrust”).

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

B. SunTrust and Tech Data have entered into the Agreement in order to set forth the terms and conditions applicable to the purchase by SunTrust of Eligible Receivables as described in the Agreement. Pursuant to Section 15 of the Agreement, each subsidiary of Tech Data which is approved by SunTrust, which provides such documents, certificates and opinions as may be requested by SunTrust and which otherwise meets the requirements necessary to become a “Company,” may elect to enter into the Agreement as an additional Company (the “New Company”) by executing this Supplement.

Accordingly, SunTrust and the New Company agree as follows:

1. In accordance with Section 15 of the Agreement, the New Company by its signature below becomes a Company under the Agreement with the same force and effect as if originally named therein as a Company, and the New Company hereby (a) agrees to all the terms and provisions of the Agreement applicable to it as Company thereunder, including without limitation, the guaranty set forth in Section 14, and (b) represents and warrants that the representations and warranties made by each Company thereunder are true and correct with respect to it on and as of the date hereof. Each reference to a Company in the Agreement shall be deemed to include the New Company. The Agreement is hereby incorporated herein by reference. The New Company hereby gives its authorization, and confirms the authorization contained in the Agreement, to SunTrust to file such Uniform Commercial Code financing statements as SunTrust shall determine to be necessary or appropriate as provided in the Agreement.

2. The new Company represents and warrants to SunTrust that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. This Supplement may be executed in counterparts each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when SunTrust shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Company and SunTrust. Delivery of an executed signature page to this Supplement by facsimile transmission, pdf, or other electronic means shall be as effective as delivery of a manually signed counterpart of this Supplement.

3. Except as expressly supplemented hereby, the Agreement shall remain in full force and effect.

4. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

5. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Agreement shall not in any way be affected or impaired thereby (it being understood

that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

6. All communications and notices hereunder shall be in writing and given as provided in the Agreement. All communications and notices hereunder to the New Company shall be given to it in care of Tech Data at the address set forth for Tech Data in the Agreement.

7. The New Company agrees to reimburse SunTrust for its out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for SunTrust.

[signature page follows]

IN WITNESS WHEREOF, the New Company and SunTrust have duly executed this Supplement to the Agreement as of the day and year first above written.

[NAME OF NEW COMPANY]

By:

Name:

Title:

SUNTRUST BANK

By:

Name:

Title:

Exhibit B

to Trade Receivables Purchase Facility Agreement

Form of Obligor Letter

SunTrust Bank

250 Piedmont Ave., Suite 600

Atlanta, GA 30308

Re: Obligors under the Trade Receivables Purchase Facility Agreement

dated as of May 26, 2005 by and between SunTrust Bank, Tech Data Corporation

and the affiliates of Tech Data Corporation party thereto from time to time (the

“Facility Agreement”)

Ladies/Gentlemen:

This letter will evidence our agreement regarding our customer to be named as an Obligor under the Facility Agreement and certain terms with respect to our Receivables arising from our sales to such Obligor. All capitalized terms used herein and not defined herein, shall have the meanings set forth in the Facility Agreement

1. The exact legal name of the Obligor is                                 . It is a corporation/limited liability company/partnership/other, formed under the laws of the state of             .

2. The Applicable Margin with respect to Receivables arising from sales to such Obligor shall be determined as follows:

S&P Rating for such Obligor (or Guarantor, as applicable) Applicable Margin

3. The Obligor (and Guarantor, as applicable) shall satisfy the following conditions at all times in order to continue its status as an approved Obligor:

a. The Obligor (or Guarantor, as applicable) shall maintain an S&P Rating of          or higher.

b. The aggregate amount of Purchased Receivables outstanding at any one time owing by such Obligor shall not exceed $                    , except as otherwise agreed in writing by SunTrust in its sole discretion.

[If required by SunTrust:

c. There shall be in effect a Guaranty from                          covering all Eligible Receivables of the Obligor and satisfying the requirements of the Facility Agreement.]

If you are in agreement with the foregoing, please sign this letter agreement and return it to us.

Sincerely,

TECH DATA CORPORATION

By:

Name:

Title:

ACCEPTED AND AGREED THIS             

DAY OF             , 200    :

SUNTRUST BANK

By:

Name:

Title:

Exhibit C

to Trade Receivables Purchase Facility Agreement

Form of Removal Letter

SunTrust Bank

250 Piedmont Ave., Suite 600

Atlanta, GA 30308

Re: Obligors under the Trade Receivables Purchase Facility Agreement

dated as of May 26, 2005 by and between SunTrust Bank, Tech Data Corporation

and the affiliates of Tech Data Corporation party thereto from time to time (the

“Facility Agreement”)

Ladies/Gentlemen:

This letter will evidence our agreement regarding one of our customers which was named as an Obligor under the Facility Agreement and which we now request that you remove as an Obligor under the Facility Agreement with respect to the undersigned Company. All capitalized terms used herein and not defined herein, shall have the meanings set forth in the Facility Agreement. In connection with the foregoing request, we hereby represent, warrant, covenant, and certify to you each of the following:

1. The exact legal name of the Obligor to be removed is                                         . It is a corporation/limited liability company/partnership/other, formed under the laws of the state of             .

2. All Purchased Receivables sold by us to you with respect to such Obligor have been paid to you in full. We agree to reimburse you for any amounts which you may subsequently be required to repay with respect to any payments on such Purchased Receivables.

3. No Default or Event of Default has occurred and is continuing under the Facility Agreement, and no Default or Event of Default has occurred and is continuing under, and as defined in, the Credit Agreement.

4. All conditions described in Section 16 of the Facility Agreement for an Obligor to become a “Removed Obligor” have been satisfied in full as to such Obligor.

If you are in agreement with the foregoing, please sign this letter agreement and return it to us.

Sincerely,

TECH DATA CORPORATION

or [other Company]

By:

Name:

Title:

SUNTRUST BANK

By:

Name:

Title:

EX-31.A

Exhibit 31-A

Certification of Chief Executive Officer

Pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a)

As Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven A. Raymund, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 6, 2005

/s/    STEVEN A. RAYMUND        

Steven A. Raymund

Chairman of the Board of Directors and

Chief Executive Officer

EX-31.B

Exhibit 31-B

Certification of Chief Financial Officer

Pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a)

As Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffery P. Howells, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tech Data Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 6, 2005

/s/    JEFFERY P. HOWELLS        

Jeffery P. Howells

Executive Vice President and

Chief Financial Officer

EX-32.A

Exhibit 32-A

Certification of Chief Executive Officer

Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

I, Steven A. Raymund, Chairman of the Board of Directors and Chief Executive Officer of Tech Data Corporation, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(i) Tech Data’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2005, (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 6, 2005

/s/    STEVEN A. RAYMUND        

Steven A. Raymund

Chairman of the Board of Directors and

Chief Executive Officer

A signed original of this written statement required by Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

EX-32.B

Exhibit 32-B

Certification of Chief Financial Officer

Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

I, Jeffery P. Howells, Executive Vice President and Chief Financial Officer of Tech Data Corporation, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(i) Tech Data’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2005, (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 6, 2005

/s/    JEFFERY P. HOWELLS        

Jeffery P. Howells

Executive Vice President and

Chief Financial Officer

A signed original of this written statement required by Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

EX-99.A

Exhibit 99-A

Cautionary Statements for Purposes of the “Safe Harbor”

Provisions of the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for “forward-looking statements” to encourage companies to provide prospective information, so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the forward-looking statement(s). Tech Data Corporation (the “Company” or “Tech Data”) desires to take advantage of the safe harbor provisions of the Act.

Except for historical information, the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2005 to which this exhibit is appended, Annual Reports on Form 10-K, other quarterly reports on Form 10-Q, the Company’s current reports on Form 8-K, periodic press releases, as well as other public documents and statements, may contain forward-looking statements within the meaning of the Act.

In addition, representatives of the Company, from time to time, participate in speeches and calls with market analysts, conferences with investors and potential investors in the Company’s securities, and other meetings and conferences. Some of the information presented in such speeches, calls, meetings and conferences may be forward-looking within the meaning of the Act. The Company’s policies are in compliance with Regulation FD.

It is not reasonably possible to itemize all of the many factors and specific events that could affect the Company and/or the information technology logistics industry as a whole. Specific risk factors may also be communicated at the time forward-looking statements are made. The following additional factors could affect the Company’s actual results and cause such results to differ materially from those projected, forecasted, estimated, budgeted or otherwise expressed in forward-looking statements made by or on behalf of the Company.

Competition

The Company operates in a highly competitive environment, both in the United States and internationally. The computer wholesale distribution industry is characterized by intense competition, based primarily on product availability, credit availability, price, speed of delivery, ability to tailor specific solutions to customer needs, quality and depth of product lines and pre-sale and post-sale training, service and support. Weakness in demand in the market intensifies the competitive environment in which the Company operates. The Company competes with a variety of regional, national and international wholesale distributors, some of which have greater financial resources than the Company. The Company also faces competition from companies entering or expanding into the logistics and product fulfillment and e-commerce supply chain services market.

Narrow Profit Margins

As a result of intense price competition in the industry, the Company has narrow gross profit and operating profit margins. These narrow margins magnify the impact on operating results of variations in sales and operating costs. Future gross profit and operating margins may be adversely affected by changes in product mix, vendor pricing actions and competitive and economic pressures. In addition, failure to attract new sources of business from expansion of products or services or entry into new markets may adversely affect future gross profit and operating margins.

Risk of Declines in Inventory Value

The Company is subject to the risk that the value of its inventory will decline as a result of price reductions by vendors or technological obsolescence. It is the policy of most of the Company’s vendors to protect distributors that purchase directly from such

vendors, from the loss in value of inventory due to technological change or the vendors’ price reductions. Some vendors, however, may be unwilling or unable to pay the Company for price protection claims or products returned to them under purchase agreements. Moreover, industry practices are sometimes not embodied in written agreements and do not protect the Company in all cases from declines in inventory value. No assurance can be given that such practices to protect distributors will continue, that unforeseen new product developments will not adversely affect the Company, or that the Company will be able to successfully manage its existing and future inventories.

Dependence on Information Systems

The Company is highly dependent upon its internal computer and telecommunication systems to operate its business. There can be no assurance that the Company’s information systems will not fail or experience disruptions (such as due to deliberate attempts to attack the Company’s system infrastructure), that the Company will be able to attract and retain qualified personnel necessary for the operation of such systems, that the Company will be able to expand and improve its information systems, that the Company will be able to convert to new systems efficiently, that the Company will be able to integrate new programs effectively with its existing programs, or that the information systems of acquired companies will be sufficient to meet the Company’s standards or can be successfully converted into an acceptable information system on a timely and cost-effective basis. Any of such problems could have an adverse effect on the Company’s business.

The Company is currently upgrading its computer system used for operations in virtually all of its European subsidiaries. The upgrade to mySAP^™ Business Suite has been completed in many European countries with the remainder of our existing European operations to be implemented in fiscal 2006 and the early part of fiscal 2007. Certain implementation activities will require higher than typical expenses for various country operations during the upgrade installation phase. While the Company’s phased and careful approach to the implementation has led to successful conversions with limited disruption to business operations to date, no assurance can be given that the remaining upgrades and conversions will not cause disruption of the Company’s business.

Customer Credit Exposure

The Company sells its products to a large customer base of value-added resellers, corporate resellers, retailers and direct marketers. The Company finances a significant portion of such sales. As a result, the Company’s business could be adversely affected in the event of the deterioration of the financial condition of its customers, resulting in the customers’ inability to repay the Company. This risk may increase if there is a general economic downturn affecting a large number of the Company’s customers and in the event the Company’s customers do not adequately manage their business or properly disclose their financial condition.

Liquidity and Capital Resources

The Company’s business requires substantial capital to operate and to finance accounts receivable and product inventory that are not financed by trade creditors. The Company has historically relied upon cash generated from operations, bank credit lines, trade credit from its vendors, proceeds from public offerings of its Common Stock and proceeds from debt offerings to satisfy its capital needs and finance growth. The Company utilizes financing strategies such as receivables securitization, leases, convertible subordinated debentures and revolving credit facilities. As the financial markets change and new regulations come into effect, the cost of acquiring financing and the methods of financing may change. Changes in our credit rating or other market factors may increase our interest expense or other costs of capital, or capital may not be available to us on acceptable terms to fund our working needs. The Company will continue to need additional financing, including debt financing. The inability to obtain such sources of capital could have an adverse effect on the Company’s business. The Company’s credit facilities contain various financial covenants that may limit the Company’s ability to borrow.

Fluctuations in Interest Rates

The Company utilizes financing strategies such as receivables securitization, leases, convertible subordinated debentures and revolving credit facilities. Many of these financing strategies involve variable rate debt, thus exposing us to risk of fluctuations in interest rates. Such fluctuations in interest rates could have an adverse effect on the Company’s business.

Acquisitions

As part of its growth strategy, the Company pursues the acquisition of companies that either complement or expand its existing business. As a result, the Company regularly evaluates potential acquisition opportunities, which may be material in size and scope. Acquisitions involve a number of risks and uncertainties, including expansion into new geographic markets and business areas, the requirement to understand local business practices, the diversion of management’s attention to the assimilation of the operations and personnel of the acquired companies, the possible requirement to upgrade the acquired companies’ management information systems to the Company’s standards, potential adverse short-term effects on the Company’s operating results and the amortization or impairment of any acquired intangible assets. The Company acquired Azlan Group PLC (“Azlan”) effective March 31, 2003, and is in the process of implementing its integration strategy for this acquisition. Azlan has numerous locations in a number of European countries where the Company has existing operations.

Foreign Currency Exchange Risks; Exposure to Foreign Markets

The Company conducts business in countries outside of the United States, which exposes the Company to fluctuations in foreign currency exchange rates. The Company may enter into short-term forward exchange or option contracts to hedge this risk; nevertheless, fluctuations in foreign currency exchange rates could have an adverse effect on the Company’s business. In particular, the value of the Company’s equity investment in foreign countries may fluctuate based upon changes in foreign currency exchange rates. These fluctuations, which are carried in a cumulative translation adjustment account, may result in losses in the event a foreign subsidiary is sold or closed at a time when the foreign currency is weaker than when the Company initially invested in the country.

The Company’s international operations are subject to other risks such as the imposition of governmental controls, export license requirements, restrictions on the export of certain technology, political instability, trade restrictions, tariff changes, difficulties in staffing and managing international operations, changes in the interpretation and enforcement of laws (in particular related to items such as duty and taxation), difficulties in collecting accounts receivable, longer collection periods and the impact of local economic conditions and practices. There can be no assurance that these and other factors will not have an adverse effect on the Company’s business.

Potential Asset Impairments Resulting from Declines in Operating Performance

The Company assesses potential impairments to long-lived assets, including property and equipment, certain deferred tax assets, certain intangible assets and other long-lived assets, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. The Company assesses potential impairments to indefinite-lived intangible assets, including goodwill and deferred tax assets, at least annually and when there is evidence that events or changes in circumstances indicate that an impairment condition may exist. The Company’s operations in the EMEA region have been considerably more challenging as Europe has begun experiencing a weaker macroeconomic environment and slowing IT demand. As a result, the Company has launched a formal restructuring program for the EMEA region. Should the operating performance in EMEA not improve, the Company may be required to recognize an impairment charge related to its long-lived and/or indefinite-lived assets. A significant impairment loss could have a material adverse effect on the Companies operating results for the period during which the impairment is recorded.

Changes in Income Tax and Other Regulatory Legislation

The Company operates in compliance with applicable laws and regulations. Where new legislation is enacted with minimal advance notice, or interpretations or new applications of existing law are made, the Company may need to implement changes in its policies or structure. As an example, the Company is currently responding to the corporate and accounting reforms enacted recently by the

mySAP^™ Business Suite is a registered trademark of SAP AG in Germany and in other countries.

legislature, the Securities and Exchange Commission (“SEC”), and the stock exchanges. In addition, recent legislation requires all member states of the European Union to adopt the European Directive 2002/96/EU regarding Waste in Electrical and Electronic Equipment (“WEEE Directive”) into national law. The manner and timing of adoption of these laws may impact the Company as it remains unclear to what extent the Company will be deemed a producer subject to compliance with these regulations and the financial costs and guarantees required thereby.

The Company makes plans for its structure and operations based upon existing laws and anticipated future changes in the law. The Company is susceptible to unanticipated changes in legislation, especially relating to income and other taxes, import/export laws, hazardous materials and electronic waste recovery legislation, and other laws related to trade, accounting, and business activities. Such changes in legislation, both domestic and international, may have a significant adverse effect on the Company’s business.

Changes in Accounting Rules

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States. These accounting principles are subject to interpretation by the American Institute of Certified Public Accountants, the Securities and Exchange Commission and various bodies formed to interpret and create appropriate accounting policies. A change in these policies or a new interpretation of an existing policy could have a significant effect on our reported results and may affect our reporting of transactions before a change is announced.

Product Supply

The Company is dependent upon the supply of products available from its vendors. The industry is characterized by periods of severe product shortages due to vendors’ difficulty in projecting demand for certain products distributed by the Company. When such product shortages occur, the Company typically receives an allocation of product from the vendor. There can be no assurance that vendors will be able to maintain an adequate supply of products to fulfill all of the Company’s customer orders on a timely basis. Failure to obtain adequate product supplies, if available to competitors, could have an adverse effect on the Company’s business.

Dependence on Independent Shipping Companies

The Company relies on arrangements with independent shipping companies, such as Federal Express and United Parcel Service, for the delivery of its products from vendors and to customers. The failure or inability of these shipping companies to deliver products, or the unavailability of their shipping services, even temporarily, could have a material adverse effect on the Company’s business. The Company may also be adversely affected by an increase in freight surcharges due to rising fuel costs and added security. There can be no assurance that Tech Data will be able to pass along the full effect of an increase in these surcharges to its customers.

Vendor Relations

The Company relies on various rebates, cash discounts, and cooperative marketing programs offered by its vendors to support expenses associated with distributing and marketing the vendors’ products. Currently, the rebates and purchase discounts offered by vendors are influenced by sales volumes and percentage increases in sales, and are subject to changes by the vendors. Additionally, certain of the Company’s vendors subsidize floor plan financing arrangements. A reduction by the Company’s vendors in any of these programs, or a significant change in their offerings, could have an adverse effect on the Company’s business.

The Company receives a significant percentage of revenues from products it purchases from relatively few manufacturers. Each manufacturer may make rapid, significant and adverse changes in their sales terms and conditions, or may merge with or acquire other significant manufacturers. The Company’s gross margins could be materially and negatively impacted if the Company is unable to pass through the impact of these changes to the Company’s reseller customers or cannot develop systems to manage ongoing supplier programs. In addition, the Company’s standard vendor distribution agreement permits termination without cause by either party upon 30 days notice. The loss of a relationship with any of the Company’s key vendors, a change in their strategy (such as increasing

direct sales), the merging of significant manufacturers, or significant changes in terms on their products may adversely affect the Company’s business.

Exposure to Natural Disasters, War, and Terrorism

The Company’s headquarter facilities, some of its logistics centers as well as certain vendors and customers are located in areas prone to natural disasters such as floods, hurricanes, tornadoes, or earthquakes. In addition, demand for the Company’s services is concentrated in major metropolitan areas. Adverse weather conditions, major electrical failures or other natural disasters in these major metropolitan areas may disrupt the Company’s business. The Company’s business could be adversely affected should its ability to distribute products be impacted by such an event.

The Company operates in multiple geographic markets, several of which may be susceptible to acts of war and terrorism. The Company’s business could be adversely affected should its ability to distribute products be impacted by such events.

The Company and many of its suppliers receive parts and product from Asia and operate in many parts of the world that may be susceptible to disease or epidemic that may result in disruption in the ability to receive or deliver products or other disruptions in operations.

Labor Strikes

The Company’s labor force is currently non-union with the exception of employees of certain European subsidiaries, which are subject to collective bargaining or similar arrangements. Additionally, the Company does business in certain foreign countries where labor disruption is more common than is experienced in the United States. Some of the freight carriers used by the Company are unionized. A labor strike by a group of the Company’s employees, one of the Company’s freight carriers, one of its vendors, a general strike by civil service employees, or a governmental shutdown could have an adverse effect on the Company’s business. Many of the products the Company sells are manufactured in countries other than the countries in which the Company’s logistics centers are located. The inability to receive products into the logistics centers because of government action or labor disputes at critical ports of entry may have a material adverse effect on the results of operations of the Company’s business.

Volatility of Common Stock

Because of the foregoing factors, as well as other variables affecting the Company’s operating results, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. In addition, the Company’s participation in a highly dynamic industry often results in significant volatility of the common stock price. Some of the factors that may affect the market price of the common stock, in addition to those discussed above, are changes in investment recommendations by securities analysts, changes in market valuations of competitors and key vendors, and fluctuations in the stock market price and volume of traded shares generally, but particularly in the technology sector.