TRADE RECEIVABLES PURCHASE AGREEMENT

Exhibit 10-AAxx

TRADE RECEIVABLES PURCHASE AGREEMENT

This Trade Receivables Purchase Agreement (together with all amendments, supplements, restatements, replacements, substitutions, exhibits, and schedules hereto, and each Obligor Letter executed in connection herewith, this “ Agreement ”) is made as of this 23rd day of May, 2007, among 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 ”), SUNTRUST BANK, a Georgia banking corporation (referred to herein as “ SunTrust ”), BNP PARIBAS, a bank organized under the laws of France acting through its New York branch (referred to herein as “ BNP ”, and together with SunTrust as “ Purchasers ”), and SunTrust Bank, in its capacity as administrative agent for Purchasers (in such capacity, the “ Purchasers’ Agent ”).

RECITALS

WHEREAS, each Company solicits orders for its goods and services sold in the ordinary course of 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, Tech Data and SunTrust entered into a certain Trade Receivables Purchase Facility Agreement dated as of May 26, 2005, as amended by a certain First Amendment to Trade Receivables Purchase Facility Agreement dated as of September 12, 2005 (as so amended, the “ Existing Agreement ”) providing for the sale and purchase of certain of such accounts receivable generated from the sale of such goods and services;

WHEREAS, certain modifications to the Existing Agreement are desired, including without limitation, the addition of another bank to purchase, along with SunTrust, such accounts receivable, and an increase in the maximum amount of such accounts receivable that may be offered for sale to Purchasers;

WHEREAS, SunTrust is willing to consent to such requests, and BNP is willing to enter into this Agreement, in each case subject to the terms, conditions and requirements set forth in this Agreement; and

WHEREAS, each Company desires to offer to sell to Purchasers, pursuant to this Agreement, certain of such accounts receivable to certain of its customers as approved by Purchasers as provided herein, and Purchasers have agreed 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 as provided herein;

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:

Section 1. 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 and Moody’s Rating for each Obligor or any Guarantor therefor as set forth in such Obligor Letter for each Obligor, or as otherwise agreed in writing by Tech Data and Purchasers with respect to such 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.

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“ Base Rate ” shall mean, for any day, a fluctuating rate per annum equal to the higher of (i) the Federal Funds Rate plus one-half of one percent (1/2%), and (ii) the rate of interest in effect for such day as publicly announced from time to time by SunTrust as its “prime rate.” The “prime rate” is a rate set by SunTrust based on various factors, including SunTrust’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by SunTrust shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Books and Records ” shall mean any Company’s books and records relating to its Receivables, including all Eligible Receivables offered for purchase pursuant to this Agreement 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 in Law ” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ 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 .

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“ 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, a blocked account agreement, or an investment account control agreement, in form and substance satisfactory to Purchasers and Purchasers’ Agent with respect to each Purchasers Deposit Account and each Purchasers Proceeds Investment Account by and among the Purchasers’ Agent, each Company, and the financial institution or securities intermediary with which each Purchasers Deposit Account or Purchasers Proceeds Investment Account is maintained.

“ Credit Agreement ” shall mean that certain Third Amended and Restated Credit Agreement dated as of March 20, 2007, by and among Tech Data Corporation, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto, as the same may be 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 Purchasers 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.

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“ 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:

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

“ Excluded Taxes ” shall mean, with respect to the Purchasers’ Agent, any Purchaser or any other recipient of any payment to be made by or on account of any obligation of any

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Company hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Purchaser, in which its applicable office of the purchase of Eligible Receivables is located, (b) any branch profits or taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Company is located, and (c) except as provided in the following sentence, in the case of a Foreign Purchaser (other than an assignee pursuant to a request by any Company), any withholding tax that is imposed on amounts payable to such Foreign Purchaser at the time such Foreign Purchaser becomes a party hereto or is attributable to such Foreign Purchaser’s failure or inability (other than as a result of a Change in Law) to comply with Section 17.5 , except to the extent that such Foreign Purchaser (or its assignor, if any) was entitled, at the time of designation of a new Purchasing Office (or assignment), to receive additional amounts from any Company with respect to such withholding tax pursuant to Section 17.1 . Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not include any Florida documentary tax.

“ Federal Funds Rate ” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1.00%) charged to SunTrust on such day on such transactions as determined by the Purchasers’ Agent.

“ Fee Letters ” shall mean, collectively, those certain letter agreements of even date herewith (i) by and between Purchasers’ Agent and Tech Data, and (ii) by and between BNP 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.

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“ Foreign Purchaser ” shall mean, with respect to any Company, any Purchaser that is organized under the laws of the jurisdiction other than that in which such Company is resident for tax purposes. For purposes of this definition, the United States, each state thereof, and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ 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.

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ 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 Purchasers and/or Purchasers’ Agent, for the benefit of Purchasers, or is assignable to Purchasers and Purchasers’ Agent without notice or consent of such guarantor and which is in form and substance satisfactory to Purchasers, as the same may be amended, supplemented and restated from time to time.

“ Indemnified Taxes ” shall mean all Taxes other than Excluded Taxes.

“ Initial Restatement 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 Purchasers 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.

“ IRS ” shall mean the United States Internal Revenue Service.

“ 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.

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“ 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, as such rate is published by Reuters and appears on the Reuters Screen ISDA Page (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; provided , that if Purchasers’ Agent determines that the relevant foregoing sources are unavailable for the relevant Period, LIBOR shall mean the rate of interest determined by Purchasers’ Agent 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 any Purchaser (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 Purchasers’ Agent, 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.

“ Moody’s ” shall mean Moody’s Investors Service, Inc. or any successor to its business in the rating of securities.

“ Moody’s Rating ” shall mean the unsecured non-credit-enhanced long-term debt rating for a given Person established by Moody’s for such Person.

“ 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.

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“ Obligor ” shall mean any customer to which a Company sells Goods and which is approved as an Obligor by Purchasers 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 Purchasers approve a given customer as an “Obligor” hereunder.

“ Other Taxes ” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other agreement related hereto, or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other agreement related thereto.

“ Period ” shall refer to the 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.

“ Pro Rata Interest ” shall mean, with respect to each Purchaser at any time, such Purchaser’s interest in any payments or other proceeds with respect to any Purchased Receivables or other Purchased Assets, which shall be (i) so long as no Purchaser has become a Non-Funding Purchaser pursuant to Section 2.7 , a percentage equal to such Purchaser’s Purchase Commitment Percentage at such time, and (ii) at any time when any Purchaser has become a Non-Funding Purchaser, a percentage equal to (x) the aggregate outstanding amount of interests in Purchased Receivables actually purchased as of such time by such Purchaser, divided by (y) the aggregate outstanding amount of all Purchased Receivables of all Purchasers as of such time (expressed as a percentage).

“ 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 Commitment ” shall mean, at any date with respect to each Purchaser, the aggregate amount of interests in Eligible Receivables outstanding at any time committed to be purchased by such Purchaser as of such date under this Agreement. As of the Restatement Date, and thereafter through the termination or expiration of this Agreement, the respective Purchase Commitment for each of SunTrust and BNP is $125,000,000, or such other amount as may hereafter be agreed in writing by Tech Data, each Purchaser and Purchasers’ Agent.

“ Purchase Commitment Percentage ” shall mean, at any date with respect to each Purchaser, (x) such Purchaser’s Purchase Commitment in effect on such date, divided by (y) the aggregate amount of Purchase Commitments in effect on such date for all Purchasers (expressed as a percentage). As of the Restatement Date, and thereafter through the termination or expiration of this Agreement, the Purchase Commitment

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Percentage for each of SunTrust and BNP is fifty percent (50%), or such other percentage as may hereafter be agreed in writing by Tech Data, each Purchaser and Purchasers’ Agent.

“ Purchase Date ” shall mean each date on which any Eligible Receivable and the related Purchased Assets are purchased from any Company pursuant to this Agreement 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 to Tech Data for the account of the selling Company in Dollars for the Receivables being purchased pursuant to this Agreement, 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 by any Company pursuant to this Agreement, 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, or deemed to have been purchased, from a Company pursuant to the provisions of this Agreement.

“ Purchasers 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 maintained with a bank satisfactory to Purchasers’ Agent and Purchasers, and shall be subject to a Control Agreement in favor of Purchasers’ Agent and Purchasers in form and substance satisfactory to Purchasers’ Agent and Purchasers.

“ Purchasers Indemnitees ” shall mean, collectively, each Purchaser and its respective affiliates, and their respective officers, employees, directors and agents, and Purchasers’ Agent and its affiliates, and their respective officers, employees, directors and agents.

“ Purchasers Proceeds Investment Account ” shall refer, individually and collectively, to any investment account established for the purpose of investing proceeds of Receivables, which shall be approved by Purchasers’ Agent and Purchasers in writing in advance, shall be established with a bank or other financial institution satisfactory to Purchasers’ Agent and Purchasers, and shall be subject to a Control Agreement in favor of Purchasers’ Agent and Purchasers, in form and substance satisfactory to Purchasers’ Agent and Purchasers.

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“ Purchasing Office ” shall mean, as to any Purchaser, the office or offices of such Purchaser located in the United States described as such in this Agreement, or such other office or offices located in the United States as any Purchaser may from time to time notify Tech Data and Purchasers’ Agent.

“ 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 ” 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.”

“ Receivables Balance ” means the total net outstanding balance of all Purchased Receivables previously purchased by Purchasers 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 to be delivered to Purchasers 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 Purchasers, 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;

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

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

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

“ Receivables Report ” shall mean each report which is required to be delivered to Purchasers under Section 4.3(1) .

“ 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 Restatement 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 .

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

“ Restatement Date ” shall mean May 23, 2007.

“ S&P ” shall mean Standard & Poor’s Rating Services, 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.

“ Sales Report ” shall mean each report which is required to be delivered to Purchasers under Section 8.6 .

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

“ SPV Receivables Purchase Agreement ” shall mean the Receivables Purchase and Servicing Agreement dated as of May 19, 2000, between Tech Data and SPV, as the same has been, and may hereafter be, amended, supplemented, restated and otherwise modified from time to time.

“ Servicer ” shall have the meaning set forth in Section 11 .

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“ 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.

“ 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.

“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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

“ 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.

Section 2. Purchase and Sale of Receivables.

2.1 Each Company may from time to time during the term of this Agreement offer for sale to Purchasers, and Purchasers shall, so long as no Default or Event of Default has occurred and is continuing, purchase, upon the terms and subject to the 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; provided , however , that in addition to such terms and conditions, if any party has given notice of termination pursuant to Section 12.2(h) , no Purchaser shall have any obligation to purchase any Eligible Receivables at any time following the giving of such notice and through the effective date of such termination if the “Obligor Ratings Requirement” as specified in the applicable Obligor Letter shall not be satisfied at any such time. Receivables to be so purchased 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 so purchased. The aggregate amount of the Purchased Receivables from all of the Companies which have been purchased by Purchasers hereunder and are outstanding at any given time shall not exceed the aggregate Purchase Commitments then in effect, except as otherwise agreed by Purchasers in their sole discretion. The purchase and sale of Receivables pursuant to this Agreement shall be promptly notified to the Obligors.

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2.2 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 Restatement Date.

2.3 In connection with each sale of Eligible Receivables to Purchasers, each Company shall sell, transfer, and assign to each Purchaser an undivided fifty percent (50%) interest (or, to the extent provided in Section 2.7 below, a one hundred percent (100%) interest to any Funding Purchaser) in all of such Company’s rights, title and interests in and to such Receivables, 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.

2.4 Eligible Receivables shall be offered for sale by the Companies pursuant to this Agreement not more frequently than twice each calendar month after the Restatement Date unless otherwise agreed by Purchasers. Unless otherwise agreed by Tech Data and Purchasers, the Purchase Date[s] for each calendar month shall be the date[s] set forth on Schedule 1 (unless any such date does not fall on a Business Day, in which event such Purchase Date shall occur on the immediately following Business Day).

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

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

2.7 The obligations of Purchasers hereunder to purchase Eligible Receivables are several, based on their respective Purchase Commitment Percentages, and not joint; provided , however , that if any Purchaser (a “ Non-Funding Purchaser ”) shall fail to purchase its Purchase Commitment Percentage of any Eligible Receivable as required herein, the other Purchaser (a “ Funding Purchaser ”) shall, to the extent otherwise required herein, purchase a one hundred percent (100%) interest in such Eligible Receivable, but in no event shall such Funding Purchaser make any such purchase where the aggregate amount of such Funding Purchaser’s ownership interests in the Purchased Receivables from all the Companies purchased by such Funding Purchaser hereunder and outstanding at any time would exceed such Funding Purchaser’s Purchase Commitment; and provided , further , that nothing in this Section shall be deemed to limit or restrict any rights or remedies of any Company under this Agreement with respect to such Non-Funding Purchaser for any breach or default by such Non-Funding Purchaser of its obligations hereunder.

Section 3. Transmission of Receivables Information and Purchase Procedure.

3.1 Tech Data, on behalf of itself and each other Company offering Eligible Receivables for purchase, shall deliver to each Purchaser before 2:00 p.m. (Atlanta, Georgia

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time) not later than one Business Day immediately preceding each proposed Purchase Date, or at mutually agreed upon intervals, a Receivables List. If agreed to by a Purchaser, delivery of the Receivables List may be satisfied as to such Purchaser, in whole or in any part, through direct electronic or Internet access by such Purchaser 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 such Purchaser. Each Company shall timely deliver to Purchasers, in a mutually acceptable form, all other data or information otherwise requested by Purchasers’ Agent, on behalf of any Purchaser, in order to purchase such Eligible Receivables under this Agreement.

3.2 Each Purchaser 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, in each case with such notice or request to be given or made by Purchasers’ Agent on behalf of any Purchaser.

3.3 The 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. Such Books and Records shall include information sufficient to permit identification of the respective percentage interests owned by the Purchasers in the Purchased Receivables and the particular Purchased Receivables to which amounts collected in respect of the Purchased Receivables and other Purchased Assets are attributable. Each Purchaser (including its auditors, legal counsel or accountants retained by such Purchaser) 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 by Purchasers’ Agent, on behalf of any Purchaser, at least one (1) Business Day in advance to such Company. Each Company shall (i) bear responsibility for ensuring that Purchasers have 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 any Purchaser’s inability to obtain access to information with respect to such Purchased Receivables from the Books and Records.

3.4 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 Purchasers’ Agent 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 Purchasers’ Agent’s computer systems). If any Company fails to deliver to Purchasers’ Agent 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 Purchasers’ Agent and Purchasers), 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 Purchasers’ Agent, but in any event not later than 15 days following such request), then Purchasers may require such Company to repurchase such Receivables in accordance with the procedures set forth in Section 5 .

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Section 4. Payment and Purchase Price.

4.1 The purchase of Receivables by Purchasers pursuant to this Agreement on each Purchase Date shall vest in Purchasers full legal, equitable and beneficial title in and to each Receivable purchased on such Purchase Date on the terms and subject to the terms and conditions of this Agreement, with each such Purchaser to receive and hold an undivided interest therein equal to its Purchase Commitment Percentage (or, to the extent provided in Section 2.7 above, a one-hundred percent (100%) interest therein to be held by any Funding Purchaser). The entry of the purchase of such Receivables by Purchasers’ Agent in its books and records shall constitute conclusive evidence of the transfer of ownership of such Receivables to the respective Purchasers as provided in this Agreement.

4.2 Purchasers’ Agent, upon written direction from each Purchaser and on behalf of each Purchaser from the funds made available by it to Purchasers’ Agent, shall pay the Purchase Price in Dollars, as set forth in Section 4.3 , to Tech Data for the account of the selling Company for the Receivables being purchased. Tech Data shall, on behalf of each of the Companies, pay the Program Fee in Dollars directly to Purchasers’ Agent, for the account of each Purchaser, as set forth in Section 4.3 , on each Settlement Date when (i) no Eligible Receivables are offered by any Company for sale to Purchasers hereunder, or (ii) the aggregate amount of Eligible Receivables offered by all Companies for sale to Purchasers is less than $1,000,000.

4.3 The parties shall adhere to the following settlement procedures, unless otherwise agreed by Purchasers, 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:

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Section 5. Risk of Loss.

5.1 Except as specified herein below, Purchasers are 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.

5.2 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 Purchasers’ Agent 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 Purchasers’ Agent, for the account of Purchasers, the amount of any such Receivable Adjustment in Dollars on the next Settlement Date. In the event that

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such Company pays to Purchasers’ Agent the Receivable Adjustment and Purchasers’ Agent or Purchasers receive payment in full of the remaining unpaid portion of such Purchased Receivable, then any further payments received by Purchasers’ Agent or Purchasers on such Purchased Receivable (but not to exceed the amount of Receivable Adjustment actually paid by such Company to Purchasers’ Agent) shall be remitted to such Company and such Receivable Adjustment shall not be considered as an Adjustment for any further purpose under this Agreement. Neither Purchasers’ Agent nor any Purchaser shall have any duty to investigate the bona fide nature or the validity of any Commercial Dispute.

5.3 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 Purchasers’ Agent, upon written direction from Purchasers and on behalf of Purchasers, 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”, Purchasers’ Agent, upon written direction from Purchasers and on behalf of Purchasers, 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 to Purchasers’ Agent, for the account of Purchasers, 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 Purchasers’ Agent or Purchasers receive further payments of the remaining unpaid portion of such Purchased Receivable which, combined with the Unresolved Dispute Amount paid by such Company to Purchasers’ Agent 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 Purchasers’ Agent or Purchasers on such Purchased Receivable (but not to exceed the Unresolved Dispute Amount actually paid by such Company to Purchasers’ Agent) 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 (as provided below), and each Purchaser, upon payment, shall transfer its undivided interest in 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 such Purchaser has not transferred its undivided interest in 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 such Purchaser; 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 Purchasers’ Agent, for the account of Purchasers, 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 Purchasers’ Agent or Purchasers 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 Purchasers’ Agent, for the account of Purchasers, the entire balance owing under the Purchased Receivable as provided in this

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paragraph, and Purchasers’ Agent or Purchasers receive further payments of the remaining unpaid portion of such Purchased Receivable from the Obligor, then further payments received by Purchasers’ Agent or Purchasers on such Receivable shall be remitted to such Company or to Tech Data on behalf of such Company. Purchasers’ Agent and Purchasers shall cooperate with such Company’s efforts to resolve and obtain payment of an Unresolved Dispute Amount.

5.4 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.

5.5 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 Purchasers’ Agent, for the account of Purchasers, on the next Settlement Date, or Purchasers’ Agent may, upon written direction from Purchasers at their option, deduct such payment from any payment due from Purchasers under this Agreement.

5.6 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 Purchasers’ 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 Purchasers in respect thereof.

5.7 If any Company owes Purchasers or Purchasers’ Agent any amount under this Agreement, Purchasers or Purchasers’ Agent may, in their or its sole discretion, deduct, offset or recoup the amount due and payable from any amount due or to become due under this Agreement from Purchasers or Purchasers’ Agent, including without limitation, the payment of the Purchase Price of any Purchased Receivables thereafter purchased by Purchasers, in their or 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.

Section 6. Conditions to Purchase of Receivables.

6.1 Conditions to Purchases . The obligation of Purchasers to purchase any Eligible Receivables identified to Purchasers on the Restatement Date, and to purchase any additional Eligible Receivables on any Settlement Date thereafter, is subject to the fulfillment, to the satisfaction of each Purchaser, of each of the conditions precedent set forth below:

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