EXHIBIT 10-BBu WAIVER AGREEMENT

THIS WAIVER AGREEMENT dated as of April 30, 2013 (the “Agreement”) is entered into among Tech Data Corporation, a Florida corporation (the “Borrower”), the Lenders party hereto, the Guarantors party hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

WHEREAS, the Borrower, the Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer entered into that certain Credit Agreement dated as of September 27, 2011 (as amended or modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has informed the Administrative Agent and the Lenders that the Borrower will restate some or all of its financial statements for (i) the fiscal years ended January 31, 2011 and January 31, 2012, (ii) the fiscal quarters ended April 30, 2012, July 31, 2012 and October 31, 2012 (sub clauses (i) and (ii) collectively, the “Prior Financial Statements”), and (iii) the fiscal quarter and fiscal year ended January 31, 2013 (the “2013 Financial Statements”), which were included in the earnings release dated March 4, 2013, to correct improprieties primarily related to how the Borrower’s United Kingdom subsidiary reflected vendor accounting (the “Specified Matters”);

WHEREAS, as a result of the Specified Matters, the Borrower filed a Form 12b-25 (Notification of Late Filing) with the SEC on April 1, 2013 (the “SEC Filing”), a copy of which is attached hereto as Exhibit A, indicating it will be unable to produce its 2013 Financial Statements within the time frame required by the SEC for the filing by the Borrower as part of its Annual Report on Form 10-K;

WHEREAS, the Borrower has further informed the Administrative Agent and the Lenders, that, as a result of the Specified Matters, the Borrower will be unable to deliver to the Administrative Agent and each Lender (i) its 2013 Financial Statements when and as required by Section 7.01(a) of the Credit Agreement and (ii) the related certificate of its independent certified public accountants and Compliance Certificate when and as required by Sections 7.02(a) and 7.02(b) of the Credit Agreement;

WHEREAS, the Borrower has further informed the Administrative Agent and the Lenders that, as a result of the Specified Matters, the Borrower expects that it may be unable to deliver to the Administrative Agent and each Lender (i) its financial statements for its fiscal quarter ending April 30, 2013 (the “Affected Quarterly Financial Statements”) when and as required by Section 7.01(b) of the Credit Agreement and (ii) the related Compliance Certificate when and as required by Section 7.02(b) of the Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders (i) extend the required date of delivery for the 2013 Financial Statements and the related certificate of its independent certified public accountants and Compliance Certificate required by Sections 7.02(a) and 7.02(b) of the Credit Agreement, (ii) extend the required date of delivery of the Affected Quarterly Financial Statements and the related Compliance Certificate required by Section 7.02(b) of the Credit Agreement and (iii) agree to waive any Events of Default that would otherwise arise under Section 9.01(b) of the Credit Agreement as a result of any non-compliance with Sections 7.01(a), 7.01 (b), 7.02(a) and 7.02(b), as applicable, related to the late delivery of the 2013 Financial Statements and the potential late delivery of the Affected Quarterly Financial Statements;

WHEREAS, the Borrower has informed the Administrative Agent and the Lenders that, as a result of the Specified Matters, (i) certain certifications, representations and warranties of the Borrower contained in or made pursuant to the Credit Agreement or other Loan Documents (or any document delivered in connection therewith) may have been inaccurate when previously made or may not be accurate if required to be made in the event of any Request for Credit Extension under the Credit Agreement, (ii) the covenants set forth in Sections 7.01(a), 7.01(b), 7.02(a), 7.02(b), 7.03(a), 7.08, 7.09(a), 7.09(b) or 7.13 of the Credit Agreement may have been violated, (iii) certain conditions precedent to effectiveness of the Credit Agreement set forth in Sections 5.01(a) and 5.02(a) may not have been satisfied and (iv) certain defaults may have occurred under the Borrower’s agreements or instruments relating to any other Indebtedness or Guarantees, Swap Contracts, the Transfer and Administration Agreement (as defined below), the Permitted Trade Receivables Facility or the Real Estate Financing Facility (collectively, the “Prior Potential Events of Default”); and

WHEREAS, the Prior Potential Events of Default, if not waived by the Lenders, may have resulted in or will result in Events of Default pursuant to Sections 9.01(b), 9.01(c), 9.01(d) or 9.01(e) of the Credit Agreement, and therefore the Borrower has requested that the Lenders agree to waive, and the Lenders have agreed to waive, any Event of Default under Sections 9.01(b), 9.01(c), 9.01(d) or 9.01(e) of the Credit Agreement that may have occurred due to or resulting from the Prior Potential Events of Default.

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

1.    Waivers. Effective as of the Waiver Effective Date (as defined below), the Required Lenders hereby agree to:

(a)    waive, until July 31, 2013, (i) compliance with Sections 7.01(a), 7.01(b), 7.02(a) and 7.02(b) of the Credit Agreement, as applicable, with respect to the 2013 Financial Statements and the Affected Quarterly Financial Statements and (ii) any Events of Default that would otherwise arise under Section 9.01(b) of the Credit Agreement with respect to the 2013 Financial Statements and the Affected Quarterly Financial Statements as a result of any non-compliance with Sections 7.01(a), 7.01(b), 7.02(a) and 7.02(b), each resulting from the Specified Matters; provided that it is understood and agreed that failure by the Borrower to deliver the 2013 Financial Statements and the Affected Quarterly Financial Statements on or before July 31, 2013 in accordance with the terms of Sections 7.01(a) or 7.01(b), as applicable, of the Credit Agreement and the related certificate of its independent certified public accountants and Compliance Certificate in accordance with the terms of Sections 7.02(a) and 7.02(b) of the Credit Agreement shall constitute an immediate Event of Default;

(b)    waive (i) all breaches of certifications, representations and warranties under the Credit Agreement or other Loan Documents (or any document delivered in connection therewith), (ii) all Defaults caused by violations, if any, of Sections 7.01(a), 7.01(b), 7.02(a), 7.02(b), 7.03(a), 7.08, 7.09(a), 7.09(b) or 7.13 of the Credit Agreement, (iii) the failure to satisfy the conditions precedent in Sections 5.01(a)(vii)(A), 5.01(a)(viii) and 5.02(a) of the Credit Agreement (including conditions precedent to any further Credit Extension under the Credit Agreement), and (iv) any Events of Default that would otherwise arise or have arisen under Sections 9.01(b), 9.01(c) or 9.01(d) of the Credit Agreement as a result of non-compliance with any of the items listed in subclauses (i), (ii) or (iii) immediately above, each resulting from the Specified Matters; provided that it is understood and agreed that failure of the Borrower to deliver restated Prior Financial Statements on or before July 31, 2013 (which may be provided as part of the Borrower’s Annual Report on Form 10-K for fiscal year ended January 31, 2013) that are substantially consistent with the information included in the SEC Filing, including substantially consistent with the estimates of reduction of consolidated operating income and consolidated net income set forth in Part IV of the SEC Filing, shall constitute an immediate Event of Default, except as may be further amended upon mutual agreement between the Borrower and the Required Lenders; and

(c)    waive any Default that may occur pursuant to Section 9.01(e) of the Credit Agreement as a result of violations of any agreement or instrument governing Indebtedness or a Guarantee of the Borrower due to (i) the Specified Matters or (ii) the failure to file with the SEC or to transmit to holders thereunder the 2013 Financial Statements or the Affected Quarterly Financial Statements as and when required by the terms thereof (A) in the case of the any agreement or instrument governing Indebtedness of the Borrower (other than Material Debt Agreements (as defined below)), until the earlier of (x) June 30, 2013 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness, and (B) in the case of Material Debt Agreements, until the earlier of (x) May 15, 2013 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness.

Except as expressly provided herein, the above waivers do not modify or affect the Loan Parties’ obligations to comply fully with (i) the terms of Sections 5.02, 7.01, 7.02, 7.03, 7.08, 7.09 or 7.13 of the Credit Agreement for any future periods or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document, including, but not limited, to satisfaction of Section 8.13 for the fiscal year ending January 31, 2013 or (ii) the terms of Section 8.13 for any period covered by the Prior Financial Statements. The above waivers are limited solely to the specific waivers identified above and nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Document or under applicable law.

The following agreements shall constitute the “Material Debt Agreements”: (i) the Third Amended and Restated Participation Agreement, dated as of June 27, 2008, among the Borrower, as lessee, SunTrust Bank, as lessor, SunTrust Equity Funding, LLC, as agent, and the Lenders party thereto from time to time, (ii) the Transfer and Administration Agreement, dated as of May 19, 2000, among the Borrower, as collection agent, Tech Data Finance SPV, Inc., as transferor, Liberty Street Funding Corp., Chariot Funding LLC, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A. and Bank of America, National Association, as has been further amended (the “Transfer and Administration Agreement”), (iii) Third Amended and Restated Lease Agreement, dated as of June 27, 2008, between SunTrust Bank, as lessor and the Borrower, as lessee, (iv) ISDA 2002 Master Agreement and the related Schedule thereto, each dated as of August 30, 2010 among Bank of America, N.A., the Borrower and the affiliates of the Borrower listed in Exhibit A to the Schedule thereto, (v) the ISDA Master Agreement and related Schedule thereto, each dated as of April 30, 2003 between Citibank, N.A. and Tech Data Global Finance L.P. and (vi) the ISDA 2002 Master Agreement and related Schedule thereto, each dated as of December 14, 2011 among JPMorgan Chase Bank, N.A. and Tech Data Europe GMBH and the affiliates listed in Exhibit A to the Schedule thereto.

2.    Condition Precedent. This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent (the “Waiver Effective Date”).

3.    Miscellaneous.

(a)    The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(b)    Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Facility Guaranty or the Loan Documents.

(c)    After giving effect to this Agreement, the Borrower represents and warrants to the Lenders that (i) except with respect to the Specified Matters, the representations and warranties of the Borrower set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they were true and correct as of such earlier date and (ii) except with respect to the Specified Matters, no event has occurred and is continuing which constitutes a Default or an Event of Default.

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

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

(f)    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA.

BORROWER:            TECH DATA CORPORATION,

a Florida corporation

By:    /s/ Charles V. Dannewitz            

Name: Charles V. Dannewitz

Title: Senior Vice President, Treasurer

GUARANTORS:        TECH DATA PRODUCT MANAGEMENT, INC.,

a Florida corporation

                

By:    /s/ Charles V. Dannewitz            

Name: Charles V. Dannewitz

Title: Senior Vice President, Treasurer

    

TECH DATA FINANCE PARTNER, INC.,

a Florida corporation

                

By:    /s/ Charles V. Dannewitz            

Name: Charles V. Dannewitz

Title: Senior Vice President, Treasurer

ADMINISTRATIVE

AGENT:            BANK OF AMERICA, N.A.,

as Administrative Agent

By:    /s/ Robert Rittelmeyer        

Name: Robert Rittelmeyer

Title: Vice President

LENDERS:            BANK OF AMERICA, N.A.,

as a Lender

By:    /s/ Patrick Martin    

Name: Patrick Martin

Title: Director

_Citibank, N.A.__________________,

as a Lender

By:    /s/ Jim Cahow                

Name: Jim Cahow

Title: Vice President

_JP Morgan Chase, N.A.

as a Lender

By:    /s/ Antje B. Focke                

Name: Antje B. Focke

Title: Senior Underwriter

_Suntrust Bank__________________,

as a Lender

By:    /s/ Eric Sebille        

Name: Eric Sebille

Title: Vice President

_The Bank of Nova Scotia__________________,

as a Lender

By:    /s/ Christopher Usas    

Name: Christopher Usas

Title: Director

_The Royal Bank of Scotland PLC,

as a Lender

By:    /s/ Matthew Pennachio    

Name: Matthew Pennachio

Title: Director

as a Lender

By:    /s/ Kenneth R. Fieler

Name: Kenneth R. Fieler

Title: Vice President

as a Lender

By: /s/ Douglas Riahi By:/s/ Pranar Surendranath

Name: Douglas Riahi Name: Pranar Surendranath

Title: Managing Director Title: Vice President

as a Lender

By:    /s/ Anthony Nigro

Name: Anthony Nigro

Title: Senior Vice President

as a Lender

By: /s/ Penny Neville-Park By:    /s/ Duncan Nash

Name: Penny Neville-Park Name: Duncan Nash

Title:                  Title:

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.